Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (i) (x) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Interests or (y) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of: (i) this Indenture, the Notes or the Note Guarantees; (ii) applicable law, rule, regulation, license, permit, order or similar restriction; (iii) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (iv) non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business; (v) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iii) above on the property so acquired; (vi) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other disposition; (vii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; (ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries; (x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof; (xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture; (xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens; (xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business; (xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and (xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 6 contracts
Sources: Indenture (Belden Inc.), Indenture (Belden Inc.), Indenture (Belden Inc.)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its the Restricted Subsidiaries toSubsidiaries, directly or indirectly, to create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its the Restricted Subsidiaries on its Capital Interests or (y) pay any Indebtedness indebtedness owed to the Company or any of its the Restricted Subsidiaries;
(ii2) make loans or advances to the Company or any of its the Restricted Subsidiaries; or
(iii3) sell, lease or transfer any of its properties or assets to the Company or any of its the Restricted Subsidiaries.
(b) The foregoing restrictions in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of:
(i1) agreements in effect at or entered into on the Issue Date;
(2) this Indenture, the Notes or and the Note Guarantees;
(ii3) agreements governing other Indebtedness permitted to be incurred under Section 4.09, provided that, except with respect to any such Incurrence of Indebtedness under the Credit Agreement, in the judgment of the Company, such incurrence will not materially impair the Company’s ability to make payments under the Notes when due (as determined in good faith by senior management or the Board of Directors of the Company);
(4) applicable law, rule, regulation, license, permit, order regulation or similar restrictionorder;
(iii5) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its the Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(iv6) customary non-assignment provisions in leases, contracts, contracts and licenses and other agreements entered into in the ordinary course of business;
(v7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions Obligations, any agreement governing Purchase Money Indebtedness, security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the nature described in clause (a)(iii) above on the property so acquiredsubject to such Capital Lease Obligations, Purchase Money Indebtedness, security agreements or mortgages;
(vi) 8) any agreement for in connection with the sale or other disposition of Equity Interests all or substantially all the Capital Stock or assets of a Restricted Subsidiary that imposes such encumbrance or an agreement entered into for restriction pending the sale closing of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other disposition;
(vii9) Permitted Refinancing Indebtedness; provided, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii10) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii11) any restriction provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements;
(12) prohibitions, restrictions or conditions on cash or other deposits or net worth provisions in leases and other agreements imposed by customers under contracts entered into in the ordinary course of business;
(xiv13) any agreement relating to any Indebtedness Incurred by a Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date;
(14) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, including with respect to clause intellectual property, and other agreements, in each case, entered into in the ordinary course of business;
(a)(iii15) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and;
(xv16) any encumbrances amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements refinancing of an agreement or refinancings of the contracts, instruments or obligations arrangement referred to in clauses (i1) through (xiii15) aboveabove and clauses (17) through (19) below of this Section 4.08(b); provided provided, however, that the encumbrances such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are refinancing is not materially more restrictive, as reasonably determined by the Company, with respect to such encumbrances and other restrictions taken as a whole, whole than the encumbrances or restrictions those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing;
(17) agreements in connection with the Paladin Merger and the Paladin Acquisition;
(18) any encumbrance or restriction existing under or by reason of contractual requirements in connection with a Qualified Receivables Transaction; and
(19) any encumbrance or restriction arising in connection with the compensation and indemnification of officers and directors of the Company, any of its Subsidiaries and any of the Company’s direct or indirect parent companies of taxes owed by such officers and directors as a result of the restructurings contemplated by the Arrangement Agreement.
Appears in 6 contracts
Sources: Indenture (Endo International PLC), Indenture (Endo International PLC), Indenture (Endo International PLC)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist come into existence or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to:
(i) (x1) pay dividends or make any other distributions distribution on its Capital Stock to the Company or any of its other Restricted Subsidiaries on its Capital Interests or Subsidiary;
(y2) pay any Indebtedness owed to the Company or any of its other Restricted SubsidiariesSubsidiary;
(ii3) make loans or advances to the Company or any of its other Restricted SubsidiariesSubsidiary; or
(iii4) transfer any of its properties or assets to the Company or any of its other Restricted SubsidiariesSubsidiary.
(b) The foregoing restrictions However, paragraph (a) of this Section 4.14 will not apply to encumbrances prohibit any encumbrance or restrictions restriction created, existing or becoming effective under or by reason of:
(i1) this Indenture, any agreement (including the Notes or Senior Credit Agreement) in effect on the Note GuaranteesIssue Date;
(ii) applicable law, rule, regulation, license, permit, order or similar restriction;
(iii2) any agreement or instrument governing Indebtedness (including Acquired Debt) with respect to a Restricted Subsidiary that is not a Restricted Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or Capital Interests of in contemplation of, such Person becoming a Person acquired by Restricted Subsidiary; provided that such encumbrances and restrictions are not applicable to the Company or any Restricted Subsidiary or the properties or assets of its the Company or any Restricted Subsidiaries Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary;
(3) any agreement or instrument governing any Acquired Debt or other agreement of any entity or related to assets acquired by or merged into or consolidated with the Company or any Restricted Subsidiaries, so long as in effect at the time of such acquisition encumbrance or restriction (except to the extent such Indebtedness or Capital Interest A) was incurred or issued in connection with or not entered into in contemplation of such the acquisition), which encumbrance merger or restriction consolidation transaction, and (B) is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets or subsidiaries of the Person, so acquired, and so long as the agreement containing such restriction does not violate any amendments, modifications, restatements, renewals, supplements, refundings, replacements other provision of this Indenture;
(4) any applicable law or refinancings any requirement of any regulatory body;
(5) any agreement in relation to any Liens securing obligations or Indebtedness (provided such Liens are otherwise permitted to be incurred under Section 4.10) that limit the right of the debtor to dispose of or otherwise transfer the assets subject to such Liens;
(6) provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or restrictions in licenses relating to the property covered thereby, or other encumbrances or restrictions in agreements or instruments relating to specific assets or property that restrict generally the transfers of such assets or property; provided, however, that such encumbrances or restrictions do not materially impair the ability of the Company to make scheduled payments on the Notes when due;
(provided 7) agreements with respect to asset or Capital Stock sales, which limit the transfer of such assets or Capital Stock pending the closing of such sale;
(8) shareholders’, partnership, joint venture and similar agreements entered into in the ordinary course of business; provided, however, that such encumbrances or restrictions do not apply to any Restricted Subsidiaries other than the amendmentsapplicable company, modificationspartnership, restatementsjoint venture or other entity; and provided, renewalsfurther, supplementshowever, refundingsthat such encumbrances and restrictions do not materially impair the ability of the Company to make scheduled payments on the Notes when due;
(9) cash or other deposits, replacements or refinancings net worth requirements or similar requirements, imposed by suppliers or landlords under contracts entered into in the ordinary course of business;
(10) any other Credit Facility governing debt of the Company or any of its Restricted Subsidiaries, permitted to be incurred under Section 4.07; provided, however, that such encumbrances or restrictions (i) are no not materially more restrictive, taken as a whole, than those contained in the agreements governing such original agreement Senior Credit Agreement or instrument); provided that, (ii) do not (except upon a default or event of default thereunder) restrict the payment of dividends in an amount sufficient to materially impair the case ability of Indebtedness, such Indebtedness was permitted by the terms of this Indenture Company to be incurredmake scheduled payments on the Notes when due;
(iv11) restrictions of the nature described in clause (4) of paragraph (a) of this Section 4.14 by reason of customary non-assignment provisions in leasescontracts, contractsagreements, licenses and other agreements leases entered into in the ordinary course of business;
(v) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iii) above on the property so acquired;
(vi) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other disposition;
(vii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv12) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingrefinancing of any agreement, requirement, provision, instrument or document containing the encumbrances or restrictions in the foregoing clauses (1) through (11), or in this clause (12); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect taken as a whole than those under or pursuant to such agreement, requirement, provision, instrument or document so affected.
Appears in 5 contracts
Sources: Indenture (Continental Resources, Inc), Indenture (Continental Resources Inc), Indenture (Continental Resources Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall Issuer will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (x1) pay dividends or make any other distributions on its Capital Stock to the Company Issuer or any of its Restricted Subsidiaries on its Capital Interests or (y) pay any Indebtedness indebtedness owed to the Company Issuer or any of its Restricted Subsidiaries;
(ii2) make loans or advances to the Company Issuer or any of its Restricted Subsidiaries; or
(iii3) transfer any of its properties or assets to the Company Issuer or any of its Restricted Subsidiaries.
(b) The foregoing However, the restrictions under Section 4.15(a) will not apply to encumbrances or restrictions existing under or by reason of:
(i1) Existing Indebtedness and the Credit Agreement;
(2) this Indenture, the Notes or and the Note Guarantees or by other Indebtedness of the Issuer or of a Guarantor which is pari passu in right of payment with the Notes or Note Guarantees, as applicable, incurred under an indenture pursuant to Section 4.10; provided that the encumbrances and restrictions are no more restrictive, taken as a whole, than those contained in this Indenture;
(ii3) applicable law, rule, law or regulation, license, permit, order or similar restriction;
(iii4) any instrument agreements or instruments governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest Stock was incurred or issued issued, as the case may be, in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(iv5) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business;
(v6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired of the nature described in clause (a)(iii) above on the property so acquiredSection 4.15(a)(3);
(vi7) any an agreement entered into for the sale or other disposition of Equity Interests Capital Stock or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict or the sale granting of assetsan option to purchase specified assets (in either case, distributionsso long as such encumbrance or restriction, loans by its terms, terminates on the earlier of the termination of such agreement or transfers by that Restricted Subsidiary pending the consummation of such sale agreement and so long as such restriction applies only to the Capital Stock or other dispositionassets to be sold);
(vii) 8) Permitted Refinancing Indebtedness, ; provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii9) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Permitted Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such LiensLien;
(xiii10) any restriction customary limitations on cash the disposition or other deposits distribution of assets or net worth provisions property in leases joint venture agreements and other similar agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i11) any Purchase Money Note, or other Indebtedness or contractual requirements of a Receivables Subsidiary in connection with a Qualified Securitization Transaction; provided that such encumbrance restrictions only apply to such Receivables Subsidiary;
(12) cash or restriction consisting other deposits or net worth imposed by customers or agreements entered into in the ordinary course of business;
(13) customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and joint venture agreements;
(ii14) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Foreign Restricted Subsidiary permitted to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgagesbe incurred under this Indenture; and
(xv15) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the agreements, contracts, instruments or obligations referred to in clauses (i1) through (xiii14) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are are, in the good faith judgment of the Issuer’s Board of Directors, not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than the encumbrances dividend or other payment restrictions contained in the contracts, agreements, instruments or obligations referred to in clauses (1) through (14) above prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; provided, further, however, that with respect to contracts, agreements, instruments or obligations existing on the Issue Date, any such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings contain, in the good faith judgment of the Issuer’s Board of Directors, dividend and other payment restrictions that are not materially more restrictive, taken as a whole, than such restrictions contained in such contracts, instruments or obligations as in effect on the Issue Date.
Appears in 4 contracts
Sources: Indenture (Nortek Inc), Indenture (Broan-NuTone LLC), Indenture (Mammoth-Webco, Inc.)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any Restricted Subsidiary to:
(i) (x) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Interests profits, or (y) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing However, the restrictions set forth in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of:
(i) agreements governing Existing Indebtedness and the Credit Facilities as in effect on the date hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date hereof;
(ii) this Indenture, the Notes or and the Note GuaranteesExchange Notes;
(iiiii) applicable law, rule, regulation, license, permit, order regulation or similar restrictionorder;
(iiiiv) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (; provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(ivv) customary non-assignment provisions in leases, contracts, licenses and other agreements of any contract or agreement entered into in the ordinary course of businessbusiness and customary provisions restricting subletting or transfer of any interest in real or personal property contained in any lease or easement agreement of the Company or any Restricted Subsidiary;
(vvi) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on that property of the nature described in clause (a)(iii) above on the property so acquiredSection 4.08(a)(iii);
(vivii) any agreement for the sale or other disposition of Equity Interests all or substantially all of the assets or Capital Stock of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers restricts distributions by that Restricted Subsidiary pending such its sale or other dispositiondisposition of all or substantially all of the assets or Capital Stock of such Restricted Subsidiary;
(viiviii) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness with respect to dividends and other payments are no not materially more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiiix) any restriction on cash provisions with respect to the disposition or other deposits distribution of assets or net worth provisions property in leases joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;
(xivxi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(xii) any Indebtedness incurred in compliance with the Section 4.09 by any Foreign Subsidiary or any Guarantor, or any agreement pursuant to which such Indebtedness is issued, if the encumbrance or restriction applies only to such Foreign Subsidiary or Guarantor and only in the event of a payment default or default with respect to clause a financial covenant contained in the Indebtedness or agreement and the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (a)(iiias determined by the Board of Directors of the Company) and the Board of this Section 4.08, (i) Directors of the Company determines that any such encumbrance or restriction consisting of customary nonassignment, subletting will not materially affect the Company’s ability to pay interest or transfer provisions in leases governing leasehold interests to principal on the extent such provisions restrict the transfer of the lease or the property leased thereunderNotes; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; andor
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided an arrangement or circumstance arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that does not, individually or in the encumbrances aggregate, detract from the value of property or restrictions assets of the Company or any Restricted Subsidiary in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements any manner material to the Company or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingany Restricted Subsidiary.
Appears in 4 contracts
Sources: Indenture, Exhibit, Execution Version (Geo Group Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to:
(i) (x) pay dividends or make any other distributions on its Capital Stock (or with respect to any other interest or participation in, or measured by, its profits) to the Company or any of its Restricted Subsidiaries on its Capital Interests or (y) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing restrictions will in paragraph (a) above shall not apply to encumbrances or restrictions existing under or by reason ofrestrictions:
(i) existing under, by reason of or with respect to the Credit Agreement, Existing Indebtedness or any other agreements in effect on the date of this Indenture and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in the Credit Agreement, Existing Indebtedness or such other agreements, as the case may be, as in effect on the date of this Indenture;
(ii) set forth in this Indenture, the Notes or and the Note Guarantees;
(iiiii) existing under, by reason of or with respect to applicable law, rule, regulation, license, permit, order regulation or similar restrictionorder;
(iiiiv) with respect to any instrument governing Indebtedness (including Acquired Debt) Person or Capital Interests the property or assets of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect existing at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was and not incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, Person or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, acquired and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings of any such agreements or instruments (thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements replacements, or refinancings are no not materially more restrictive, taken as a whole, than those contained in effect on the agreements governing such original agreement or instrument); provided that, date of the acquisition;
(v) in the case of IndebtednessSection 4.08(a)(iii):
(A) that restrict in a customary manner the subletting, such Indebtedness was permitted by the terms assignment or transfer of this Indenture to be incurredany property or asset that is a lease, license, conveyance or contract or similar property or asset;
(ivB) non-assignment provisions in leasesexisting by virtue of any transfer of, contractsagreement to transfer, licenses and other agreements entered into option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary thereof not otherwise prohibited by this Indenture; or
(C) arising or agreed to in the ordinary course of business;
(v) purchase money obligations for property acquired , not relating to any Indebtedness, and that do not, individually or in the ordinary course aggregate, materially detract from the value of business and Capital Lease Obligations that impose restrictions property or assets of the nature described in clause (a)(iii) above on the property so acquiredCompany or any Restricted Subsidiary thereof;
(vi) existing under, by reason of or with respect to any agreement for the sale or other disposition of Equity Interests all or substantially all of the capital stock of, or property and assets of of, a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers distributions by that Restricted Subsidiary pending such sale or other disposition;
(vii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases and or other agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xvviii) any encumbrances existing under, by reason of or restrictions imposed by any amendmentswith respect to customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, modificationsin each case contained in joint venture, restatementspartnership, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancinglimited liability company agreements.
Appears in 4 contracts
Sources: Indenture (Cablevision Systems Corp /Ny), Indenture (Cablevision Systems Corp /Ny), Indenture (Rainbow Media Enterprises, Inc.)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Interests profits, or (y) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(iii3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing restrictions will Section 4.08(a) of this Indenture shall not apply to encumbrances or restrictions existing under or by reason of:
(i1) agreements governing Existing Indebtedness and the Credit Agreement as in effect on the Issue Date;
(2) this Indenture, the Notes or and the Note Subsidiary Guarantees;
(ii3) applicable law, rule, regulation, license, permit, order regulation or similar restrictionorder;
(iii4) any instrument or agreement governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person Restricted Subsidiary acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson or any of its Subsidiaries, or the property or assets of the PersonPerson or any of its Subsidiaries, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(iv5) customary non-assignment provisions in contracts, leases, contractssubleases, licenses and other agreements sublicenses entered into in the ordinary course of business;
(v6) customary restrictions in leases (including capital leases), security agreements or mortgages or other purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (a)(iiiSection 4.08(a)(3) above on the property so acquiredof this Indenture;
(vi7) any agreement for the sale or other disposition of Equity Interests all or substantially all the Capital Stock or the assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers restricts distributions by that Restricted Subsidiary pending such the sale or other disposition;
(vii) 8) any instrument or agreement governing Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness therein are no not materially more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii9) Liens permitted to be incurred under Section 4.12 of this Indenture that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix11) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements imposed by customers under contracts entered into in the ordinary course of business;
(xiv12) customary provisions imposed on the transfer of copyrighted or patented materials;
(13) customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary;
(14) Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with respect a Qualified Receivables Transaction; provided that such restrictions apply only to clause such Receivables Subsidiary;
(a)(iii15) contracts entered into in the ordinary course of this Section 4.08business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary of the Company in any manner material to the Company or any Restricted Subsidiary of the Company;
(16) restrictions on the transfer of property or assets required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiary of the Company or any of their businesses;
(17) any instrument or agreement governing Indebtedness or preferred stock (i) of any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; Non-Guarantor Subsidiary and (ii) encumbrance of the Company or any Restricted Subsidiary that is incurred or issued subsequent to the Issue Date and not in violation of Section 4.09 of this Indenture; provided that (x) in the case of preferred stock and Indebtedness that is not secured by any Permitted Liens, such encumbrances and restrictions are not materially more restrictive in the aggregate than the restrictions contained in security agreementsthis Indenture and (y) in the case of Indebtedness secured by Permitted Liens, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to are not materially more restrictive in the extent such aggregate than the restrictions restrict contained in the transfer of the property subject to such security agreements, pledges or mortgagesCredit Agreement; and
(xv18) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the Indebtedness, preferred stock, Liens, agreements, contracts, licenses, leases, subleases, instruments or obligations referred to in clauses (i1), (2), (4) through (xiii15) and (17) above; provided provided, however, that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are in the good faith judgment of the Company’s Board of Directors, whose determination shall be conclusive, not materially more restrictive, taken as a whole, than those restrictions contained in the encumbrances Indebtedness, preferred stock, Liens, agreements, contracts, licenses, leases, subleases, instruments or restrictions obligations referred to in clauses (1), (2), (4) through (15) and (17) above, as applicable prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 4 contracts
Sources: Senior Notes Indenture (AdaptHealth Corp.), Senior Notes Indenture (AdaptHealth Corp.), Senior Notes Indenture (AdaptHealth Corp.)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries Non-Guarantor Subsidiaries, to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted such Non-Guarantor Subsidiary to:
(i) (xA) pay dividends or make any other distributions to the Company any Issuer or any of its Restricted Subsidiaries Guarantor on its Capital Interests Stock or with respect to any other interest or participation in, or measured by, its profits, or (yB) pay any Indebtedness owed to the Company any Issuer or any of its Restricted SubsidiariesGuarantor;
(ii) make loans or advances to the Company any Issuer or any of its Restricted SubsidiariesGuarantor; or
(iii) sell, lease or transfer any of its properties or assets to the Company any Issuer or any of its Restricted Subsidiaries.
Guarantor, except (bin each case) The foregoing restrictions will not apply to for such encumbrances or restrictions existing under or by reason of:
(iA) contractual encumbrances or restrictions (I) in effect on the Issue Date, or (II) pursuant to the Credit Facilities and the related documentation and related Hedging Obligations;
(B) (I) this Indenture, the Notes or and the Note Guarantees, (II) the indentures governing the Existing Notes, the Existing Notes and the guarantees thereof, including any future guarantees, (III) the Security Documents and (IV) any agreement governing Indebtedness permitted to be incurred pursuant to Section 4.09 hereof; provided that the provisions relating to restrictions of the type described in clauses (i) through (iii) above contained in such agreement, taken as a whole, (x) are not materially more restrictive, taken as a whole, as determined in good faith by the Company, than the provisions contained in the Credit Facilities, the Security Documents (including, for the avoidance of doubt, in each case any amendments, supplements, modifications, restatements or refinancings thereof), or in this Indenture or in the indentures governing the Existing Notes, as applicable, in each case as in effect when initially executed or (y) will not, in the good-faith judgment of the Company, affect the ability of the Issuers to make anticipated payments of principal, premium, if any, interest or any other payments on the Notes;
(iiC) purchase money obligations and Capital Lease Obligations that impose restrictions of the nature discussed in clause (iii) above on the property so acquired or leased;
(D) applicable law, law or any applicable rule, regulation, license, permit, order permit or similar restrictionorder;
(iiiE) (I) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger, amalgamation or consolidation of an Unrestricted Subsidiary into the Company or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to the Company or a Restricted Subsidiary, any agreement or other instrument of such Unrestricted Subsidiary (but, in any such case, not created in contemplation thereof) and (II) any agreement or other instrument governing Indebtedness (including Acquired Debt) or Capital Interests of a Person acquired by or merged or consolidated with or into the Company or any of its Restricted Subsidiaries as (including the acquisition of a minority interest of such Person) in effect existence at the time of such acquisition transaction (except to the extent such Indebtedness or Capital Interest was incurred or issued in connection with or but not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(iv) non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business;
(v) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iii) above on the property so acquired;
(viF) any agreement contracts for the direct or indirect sale or other disposition of Equity Interests assets (including agreements in connection with a sale and leaseback transaction or assets merger), including customary restrictions with respect to a Subsidiary of a Restricted Subsidiary or the Company pursuant to an agreement that has been entered into for the sale of specified assets that restrict the sale of assets, distributions, loans direct or transfers by that Restricted Subsidiary pending such indirect sale or other dispositiondisposition of any of the Capital Stock or assets of such Subsidiary;
(viiG) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Secured Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.12 pursuant to Sections 4.06 and 4.09 hereof that limit the right of the debtor to dispose of the assets subject to securing such LiensIndebtedness;
(xiiiH) any restriction restrictions on cash cash, Cash Equivalents or other deposits or net worth imposed by suppliers, customers or landlords under contracts entered into in the ordinary course of business or arising in connection with any Permitted Liens;
(I) other Indebtedness, Disqualified Stock or Preferred Stock of Non-Guarantor Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to Section 4.09 hereof;
(J) customary provisions in leases joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture or other arrangements;
(K) customary provisions contained in leases, sub-leases, licenses or sub-licenses and other agreements, including with respect to intellectual property, in each case, entered into in the ordinary course of business or as is typical in the same or similar industries or that in the judgment of the Company would not materially impair the Issuers’ ability to make payments under the Notes when due;
(L) restrictions in agreements or instruments that prohibit the payment or making of dividends other than on a pro rata basis;
(M) provisions restricting assignment of any agreement entered into in the ordinary course of business;
(xivN) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, provisions restricting subletting or transfer provisions assignment of any lease governing a leasehold interest of any Restricted Subsidiary or the assignment of any license or sub-license agreement;
(O) restrictions or conditions contained in leases governing leasehold interests any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the extent Company or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided that such provisions restrict agreement prohibits the transfer encumbrance of solely the property or assets of the lease Company or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a such Restricted Subsidiary to that are the extent such restrictions restrict the transfer of the property subject to such security agreementsagreement, pledges the payment rights arising thereunder or mortgagesthe proceeds thereof and does not extend to any other asset or property of the Company or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; and
(xvP) any encumbrances or restrictions of the type referred to in clauses (i), (ii) and (iii) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (iA) through (xiiiO) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially are, in the good-faith judgment of the Company, no more restrictive, restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole, whole than the encumbrances or restrictions those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
(b) For purposes of determining compliance with this Section 4.13, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common equity shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of (including the application of any standstill requirements to) loans and advances made to the Company or a Restricted Subsidiary to other Indebtedness incurred by the Company or such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 3 contracts
Sources: Indenture (Coty Inc.), Indenture (Coty Inc.), Indenture (Coty Inc.)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Parent shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
to do any of the following: (i) (xa)(i) pay dividends or make any other distributions to the Company Parent or any of its Restricted Subsidiaries Subsidiary on its Capital Interests Stock or (yii) pay any Financial Indebtedness owed to the Company Parent or any of its Restricted Subsidiaries;
Subsidiary; (iib) make loans or advances to the Company Parent or any of its Restricted Subsidiaries; or
Subsidiary or (iiic) transfer any of its properties or assets to the Company Parent or any of its Restricted Subsidiaries.
(b) The foregoing restrictions will not apply to Subsidiary, except for such encumbrances or restrictions existing under or by reason of:
of (i1) agreements governing Credit Facilities or Existing Indebtedness, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the holders of the Notes, taken as a whole, with respect to such dividend and other payment restrictions than those contained, in the case of Credit Facilities, in agreements governing Credit Facilities or, in the case of Existing Indebtedness, in agreements governing such Existing Indebtedness, in either case as in effect on the date of this Indenture, (2) this Indenture, the Notes or and the Note Guarantees;
, (ii3) applicable lawany agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, rule, regulation, license, permit, order or similar restriction;
(iii4) any instrument governing Financial Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company Parent or any of its Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except to the extent such Financial Indebtedness or Capital Interest was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Financial Indebtedness, such Financial Indebtedness was permitted by the terms of this Indenture to be incurred;
, (iv5) non-by reason of customary provisions restricting the subletting or assignment provisions in leasesof any lease or the transfer of copyrighted or patented materials, contracts, licenses and other agreements entered into in the ordinary course of business;
(v6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iiic) above on the property so acquired;
, (vi7) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into customary provisions in agreements for the sale of specified assets property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement or other similar agreement in each case entered into in the ordinary course of business, but in each case only to the extent such encumbrance or restriction relates to the transfer of the property, or encumbers or restricts the assets, distributionssubject to such agreement, loans or transfers by that Restricted Subsidiary pending such sale (10) restrictions on cash or other disposition;
deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (vii11) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more not materially restrictiveless favorable to the Holders, taken as a whole, than those contained in the agreements governing the Financial Indebtedness being refinanced;
, (viii12) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with any Liens not prohibited by Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 4.14 that limit the right of the debtor to dispose of the assets subject to such Liens;
, or (xiii13) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingapplicable law.
Appears in 3 contracts
Sources: Indenture (CGG), Indenture (CGG Marine B.V.), Indenture (CGG Marine B.V.)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (x) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Interests profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(iii) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing However, the preceding restrictions in Section 10.10(a) will not apply to encumbrances or restrictions existing under or by reason of:
(i) agreements governing Existing Indebtedness and Credit Facilities as in effect on March 13, 2007 and any amendments, restatements, modifications, renewals, supplements, increases, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, increases, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on March 13, 2007;
(ii) this Indenture, the Notes or and the Note Subsidiary Guarantees;
(iiiii) applicable law, rule, regulation, licenseorder, permitapproval, order permit or similar restriction;
(iiiiv) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(ivv) customary non-assignment provisions in leases, contracts, leases and licenses and other agreements (including, without limitation, licenses of intellectual property) entered into in the ordinary course of business;
(v) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iii) above on the property so acquired;
(vi) any agreement for the sale or other disposition of Equity Interests assets, including without limitation an agreement for the sale or other disposition of the Capital Stock or assets of a Restricted Subsidiary or an agreement entered into for Subsidiary, that restricts distributions by the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that applicable Restricted Subsidiary pending such the sale or other disposition;
(vii) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under the provisions of Section 4.12 10.14 that limit the right of the debtor to dispose of the assets subject to such Liens;
(ix) the issuance of preferred stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such preferred stock is permitted pursuant to Section 10.11 and the terms of such preferred stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such preferred stock prior to paying any dividends or making any other distributions on such other Capital Stock);
(x) other Indebtedness of the Company or any of its Restricted Subsidiaries permitted to be incurred pursuant to an agreement entered into subsequent to March 13, 2007 in accordance with Section 10.11; provided that the provisions relating to such encumbrance or restriction contained in such Indebtedness are not materially less favorable to the Company and its Restricted Subsidiaries taken as a whole, as determined by the Company in good faith, than the provisions contained in the Credit Facilities and in this Indenture as in effect on March 13, 2007;
(xi) customary provisions restricting subletting or assignment of any lease governing a leasehold interest;
(xii) Hedging Obligations permitted from time to time under this Indenture;
(xiii) any restriction restrictions on cash or other deposits or net worth provisions in leases and other agreements imposed by customers under contracts entered into in the ordinary course of business;business ; and
(xiv) with respect only to encumbrances or restrictions of the type referred to in clause (a)(iiiiii) of this Section 4.08, 10.10(a):
(iA) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer nonassignment provisions (including provisions forbidding subletting) in leases governing leasehold interests or Farm-In Agreements or Farm-Out Agreements relating to leasehold interests in oil and gas properties to the extent such provisions restrict the transfer of the lease or lease, the property leased thereunderthereunder or the other interests therein;
(B) provisions limiting the disposition or distribution of assets or property in, or transfer of Capital Stock of, joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into (1) in the ordinary course of business, consistent with past practice or (2) with the approval of the Company’s Board of Directors, which limitations are applicable only to the assets, property or Capital Stock that are the subject of such agreements; and and
(iiC) encumbrance or restrictions contained in Capital Lease Obligations, security agreements, pledges mortgages, purchase money agreements or mortgages securing Indebtedness of a Restricted Subsidiary similar instruments to the extent such restrictions restrict encumbrance or restriction restricts the transfer of the property (including Capital Stock) subject to such Capital Lease Obligations, security agreements, pledges mortgages, purchase money agreements or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingsimilar instruments.
Appears in 3 contracts
Sources: Third Supplemental Indenture (Plains Exploration & Production Co), Ninth Supplemental Indenture (Plains Exploration & Production Co), Seventh Supplemental Indenture (Plains Exploration & Production Co)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to:
(i) (x) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on its Capital Interests or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing restrictions will set forth in Section 4.12(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of:
(i) agreements, including agreements governing Existing Indebtedness as in effect on the date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture;
(ii) this Indenture, the Notes or Notes, the Note GuaranteesGuarantees and the Collateral Documents;
(iiiii) any encumbrance or restriction pursuant to Credit Facilities incurred under clause (i) or (xx) of Section 4.9(b) hereof;
(iv) applicable law, rule, regulationregulation or order, approval, license, permit, order permit or similar restriction, including under contracts with foreign governments or agencies thereof entered into in the ordinary course of business;
(iiiv) any instrument governing Indebtedness (including Acquired Debt) Indebtedness, Capital Stock or Capital Interests assets of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred, or such Capital Interest Stock was incurred or issued issued, in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, acquired and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of any such those agreements or instruments (provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no are, in the good faith judgment of the Company, not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the agreements governing such original agreement or instrument); date of the acquisition, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurredincurred under Section 4.9 hereof;
(ivvi) customary non-assignment provisions in leases, contracts, contracts and licenses and other agreements entered into in the ordinary course of business;
(vvii) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on that property of the nature described in clause (a)(iiiiii) above on the property so acquiredof Section 4.12(a) hereof;
(viviii) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assetsrestricts distributions, distributionstransfers, loans or transfers advances by that Restricted Subsidiary pending such its sale or other disposition;
(viiix) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not, in the good faith judgment of the Company, materially more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Permitted Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiiixi) any restriction customary provisions in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into with the approval of the Board of Directors of the Company or otherwise in the ordinary course of business;
(xii) restrictions on cash or other deposits or net worth provisions in leases and other agreements imposed by customers under contracts entered into in the ordinary course of business;
(xiii) restrictions in agreements or instruments which prohibit the payment or making of dividends or other distributions other than on a pro rata basis;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness contractual requirements of a Restricted Subsidiary to the extent Securitization Special Purpose Entity in connection with a Qualified Securitization Transaction; provided that such restrictions restrict the transfer of the property subject apply only to such security agreements, pledges or mortgagesSecuritization Special Purpose Entity; and
(xv) any agreement or instrument governing Indebtedness or preferred stock permitted to be incurred subsequent to the Issue Date pursuant to Section 4.9 hereof which encumbrances or restrictions imposed by any amendments(x) are not, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings in the good faith judgment of the contractsCompany, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in this Indenture or (y) will not, in the encumbrances good faith judgment of the Company, affect the ability of the Company to make anticipated payments of principal, interest or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingpremium on the Notes.
Appears in 3 contracts
Sources: Indenture (Bausch Health Companies Inc.), Indenture (Bausch Health Companies Inc.), Indenture (Bausch Health Companies Inc.)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(ia) (xA) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Interests Stock or with respect to any other interest or participation in, or measured by, its profits, or (yB) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;,
(iib) make loans or advances to the Company or any of its Restricted Subsidiaries; , or
(iiic) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing restrictions will not apply to , except, in each case, for such encumbrances or restrictions existing under or by reason of:
(i) this Indenture, Indenture and the Notes or the Note GuaranteesNotes;
(ii) applicable lawagreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, rule, regulation, license, permit, order or similar restrictionincluding the PRA Credit Facilities;
(iii) applicable law;
(iv) any instrument governing Acquired Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, and any amendmentshowever, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(ivv) customary non-assignment provisions in leases, contracts, licenses and other agreements leases entered into in the ordinary course of businessbusiness and consistent with past practices;
(vvi) purchase money obligations for property or assets acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described set forth in clause (a)(iiic) above of this Section 4.05 on the property or assets so acquired;
(vivii) any agreement for the sale encumbrance or other disposition of Equity Interests or assets of a Restricted Subsidiary or restriction in an agreement entered into for the sale effecting a Refinancing Indebtedness incurred pursuant to an agreement referred to in clause (i), (ii) or (iv) of specified assets that restrict the sale of assets, distributions, loans this Section 4.05 or transfers by that Restricted Subsidiary pending such sale or other disposition;
this clause (vii) Permitted Refinancing Indebtednessor contained in any amendment to an agreement enumerated in such clause (i), provided (ii) or (iv) or this clause (vii); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable to the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken Company (as a whole, determined by the Board of Directors in its reasonable and good faith judgment) than those encumbrances and restrictions contained in the agreements governing the Indebtedness being refinancedsuch predecessor agreements;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course case of business;
(xiv) with respect to clause (a)(iiic) of this Section 4.084.05, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the Liens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such security agreementsIndebtedness; provided, pledges or mortgages; andhowever, that such Liens were otherwise permitted to be incurred under this Indenture;
(xvix) restrictions with respect to any Investment imposed in connection with the making of such Investment;
(x) any encumbrances restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements disposition of all or refinancings substantially all of the contractsCapital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; or
(xi) assignment provisions and provisions with respect to the distribution of assets or property or joint venture or partnership interests in joint venture or partnership agreements and other similar agreements entered into in the ordinary course of business that are customary for such agreements; provided, instruments or obligations referred to however, that such provisions in clauses (i) through (xiii) above; provided that the encumbrances or restrictions aggregate, in such amendmentsthe opinion of the management of the Company, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are do not materially more restrictive, taken as a whole, than and adversely affect the encumbrances ability of the Company to make principal or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancinginterest payments on the Notes.
Appears in 3 contracts
Sources: Indenture (Pra Group Inc), Indenture (Pra Group Inc), Indenture (Pra Group Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i1) (xi) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (A) on its Capital Interests Stock or (yB) with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(iii3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing . However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:
(i1) this Indenture, the Notes or the Note GuaranteesExisting Indebtedness;
(ii2) the Credit Agreement as in effect as of the date of the Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancing thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive in the aggregate with respect to such dividend and other payment restrictions than those contained in the Credit Agreement as in effect on the date of the Indenture;
(3) the Indenture and the Notes;
(4) applicable law, rule, regulation, license, permit, order or similar restriction;
(iii5) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, EBITDA of such Person is not taken as a whole, than those contained into account in the agreements governing determining whether such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness acquisition was permitted by the terms of this Indenture to be incurredthe Indenture;
(iv6) customary non-assignment provisions in leases, contracts, licenses and other agreements leases entered into in the ordinary course of businessbusiness and consistent with past practices;
(v7) restrictions on the transfer of property subject to purchase money obligations for property acquired in the ordinary course of business and or Capital Lease Obligations that impose restrictions otherwise permitted by clause (5) of Section 4.9 of the nature described in clause (a)(iii) above on the property so acquiredIndenture;
(vi) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other disposition;
(vii) Permitted 8) permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, restrictive in the aggregate than those contained in the agreements governing the Indebtedness being refinanced;; or
(viii9) provisions limiting the disposition any agreement or distribution instrument governing Indebtedness of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; an Excluded Restricted Subsidiary provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any at the time such encumbrance agreement or restriction consisting instrument is entered into, such Excluded Restricted Subsidiary and its Restricted Subsidiaries have a Leverage Ratio of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests less than 6.5 to the extent such provisions restrict the transfer of the lease or the property leased thereunder; 1.0 and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a neither such Excluded Restricted Subsidiary nor any of its Restricted Subsidiaries shall, directly or indirectly, incur any Indebtedness (including Acquired Debt) unless at the time of such incurrence and after giving effect thereto, the Leverage Ratio for such Excluded Restricted Subsidiary and its Restricted Subsidiaries would be less than 6.5 to 1.0. For purposes of determining the Leverage Ratio under this clause (9) only, all references to the extent such restrictions restrict "Company" and its "Restricted Subsidiaries" or similar references in the transfer definition of "Leverage Ratio" and other defined terms necessary to determine the property subject Leverage Ratio shall be deemed to refer to such security agreementsExcluded Restricted Subsidiary and its Restricted Subsidiaries, pledges or mortgages; andrespectively.
(xve) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingTRANSACTIONS WITH AFFILIATES.
Appears in 2 contracts
Sources: First Supplemental Indenture (Iron Mountain Inc/Pa), Second Supplemental Indenture (Iron Mountain Inc/Pa)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its the Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:
(i1) (xA) pay dividends or make any other distributions to the Company or any of its the Restricted Subsidiaries that is a Guarantor on its Capital Interests Stock or with respect to any other interest or participation in, or measured by, its profits, or
(yA) pay any Indebtedness owed to the Company or any of its the Restricted SubsidiariesSubsidiaries that is a Guarantor;
(ii2) make loans or advances to the Company or any of its the Restricted SubsidiariesSubsidiaries that is a Guarantor; or
(iii3) sell, lease or transfer any of its properties or assets to the Company or any of its the Restricted SubsidiariesSubsidiaries that is a Guarantor.
(b) The foregoing restrictions will in Section 4.08(a) shall not apply to encumbrances or restrictions existing under or by reason of:
(i1) contractual encumbrances or restrictions (A) in effect on the Effective Date and (B) pursuant to the Senior Credit Agreement, the New Second Out Notes Indenture and the New Third Out Notes Indentures and, in each case, the related documentation and related Hedging Obligations and, in each case, any similar contractual encumbrances or restrictions;
(2) this Indenture, the Notes Notes, the Guarantees, the Security Documents, the Equal Priority Intercreditor Agreement, any Junior Priority Intercreditor Agreement or the Note Guaranteesany other Customary Intercreditor Agreement;
(ii3) applicable law, rule, regulation, license, permit, order purchase money obligations for property acquired in the ordinary course of business and consistent with past practice or similar restrictionin connection with Financing Lease Obligations;
(iii4) Applicable Law or any applicable rule, regulation or order;
(5) any agreement or other instrument governing of a Person, or relating to Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person, which Person is acquired by or merged, consolidated or amalgamated with or into the Company or any of its Restricted Subsidiaries as Subsidiary, or any other transaction entered into in effect connection with any such acquisition, merger, consolidation or amalgamation, in existence at the time of such acquisition (except to or at the extent such Indebtedness time it merges, consolidates or Capital Interest was incurred amalgamates with or issued into the Company or any Restricted Subsidiary or assumed in connection with or the acquisition of assets from such Person (but, in each case, not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements acquired or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurredredesignated;
(iv6) non-assignment provisions in leases, contracts, licenses and other contracts or agreements entered into in the ordinary course of business;
(v) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iii) above on the property so acquired;
(vi) any agreement for the sale sale, transfer, lease, license or other disposition of Equity Interests or assets assets, including any restriction with respect to a Subsidiary of a Restricted Subsidiary or the Company pursuant to an agreement that has been entered into for the sale of specified assets that restrict the sale of assetssale, distributionstransfer, loans or transfers by that Restricted Subsidiary pending such sale lease, license or other dispositiondisposition of all or substantially all of the Capital Stock or assets of such Subsidiary;
(vii7) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Secured Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness otherwise permitted to be incurred under pursuant to Section 4.09 and Section 4.12 that limit the right of the debtor to dispose of the assets subject to securing such LiensIndebtedness;
(xiii) any restriction 8) restrictions on cash or other deposits or net worth provisions in leases and other agreements imposed by suppliers, customers or landlords under contracts entered into in the ordinary course of businessbusiness and consistent with past practice or restrictions on cash or other deposits permitted under Section 4.07 or Section 4.12 or arising in connection with any Permitted Liens or Permitted Investments;
(xiv9) other Indebtedness, Disqualified Stock or Preferred Stock of Subsidiaries that are not Guarantors that is permitted to be incurred subsequent to the Effective Date pursuant to the provisions of Section 4.09;
(10) customary provisions in joint venture agreements, partnership agreements, limited liability company organizational governance documents or arrangements and other similar agreements, or arrangements relating to such joint ventures or similar agreements;
(11) customary provisions contained in leases, sub-leases, service agreements, product sales, licenses, sub-licenses or similar agreements, including with respect to clause intellectual property and other agreements, in each case, entered into in the ordinary course of business and consistent with past practice or that in the judgment of the Company would not materially impair the Company’s ability to make payments under the Notes when due;
(a)(iii12) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Company or any of this the Restricted Subsidiaries is a party entered into in the ordinary course of business and consistent with past practice; provided that such agreement prohibits the encumbrance solely of the property or assets of the Company or such Restricted Subsidiary that is the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Company or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary;
(13) [reserved];
(14) other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Effective Date pursuant to the provisions of Section 4.084.09; provided that in the case of other Indebtedness, Disqualified Stock or Preferred Stock of the Company or any Restricted Subsidiary that is a Guarantor, either (i) in the judgment of the Company, such incurrence will not materially impair the Company’s ability to make payments under the Notes when due or (ii) such encumbrances and restrictions apply only during the continuance of a default in respect of a payment or financial maintenance covenant relating to such Indebtedness;
(15) [reserved];
(16) negative pledges and restrictions on Liens in favor of any such encumbrance or restriction consisting holder of customary nonassignmentIndebtedness permitted under this Indenture, subletting or transfer provisions in leases governing leasehold interests but solely to the extent such provisions restrict any negative pledge relates to the transfer of the lease property financed by or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness subject of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; andIndebtedness;
(xv17) any encumbrances or restrictions of the type referred to in Section 4.08(a)(1), (2) and (3) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (iSection 4.08(b)(1) through (xiii) above23); provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are are, in the good faith judgment of the Company, not materially more restrictive, restrictive with respect to such encumbrance and other restrictions taken as a whole, whole than the encumbrances or restrictions those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing;
(18) restrictions that are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Company, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Company;
(19) restrictions in connection with customary provisions restricting subletting or assignment or transfers of any lease governing a leasehold interest of the Company or the Restricted Subsidiaries;
(20) restrictions in connection with customary provisions restricting assignment of any agreement (or the assets subject thereto) entered into in the ordinary course of business and consistent with past practice;
(21) restrictions on cash or other deposits or net worth imposed (including by customers) under agreements entered into in the ordinary course of business and consistent with past practice or restrictions on cash or other deposits permitted under Section 4.12;
(22) restrictions in connection with customary net worth provisions contained in real property leases entered into by Subsidiaries of the Company, so long as the Company has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Company and its Subsidiaries to meet their ongoing obligation; and
(23) restrictions in connection with provisions restricting the granting of a security interest in Intellectual Property Collateral contained in licenses or sublicenses by the Company and the Restricted Subsidiaries of such Intellectual Property Collateral, which licenses and sublicenses were entered into in the ordinary course of business and consistent with past practice (in which case such restriction shall relate only to such Intellectual Property Collateral).
(c) For purposes of determining compliance with this Section 4.08, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans and advances made to the Company or a Restricted Subsidiary, to other Indebtedness incurred by the Company or such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 2 contracts
Sources: Indenture (MultiPlan Corp), Indenture (MultiPlan Corp)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall Issuer will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (x) pay dividends or make any other distributions on its Capital Stock to the Company Issuer or any of its Restricted Subsidiaries on its Capital Interests or (y) pay any Indebtedness owed to the Company Issuer or any of its Restricted Subsidiaries; provided that the priority of any preferred stock over common stock in receiving dividends or distributions (upon a liquidation or otherwise) shall not be deemed a restriction on the ability to make distributions on Capital Stock;
(ii) make loans or advances to the Company Issuer or any of its Restricted Subsidiaries; or
(iii) sell, lease or transfer any of its properties or assets to the Company Issuer or any of its Restricted Subsidiaries.
(b) The foregoing restrictions Section 5.12(a) will not apply to encumbrances or restrictions existing under or by reason of:
(i) agreements or instruments (including agreements governing Existing Indebtedness) as in effect or which come into effect on the Issue Date;
(ii) this Indenture, the Notes or Notes, the Note GuaranteesGuarantees and the Security Documents;
(iiiii) applicable law, rule, regulation, licenseorder, approval, license or permit, order or similar restriction;
(iiiiv) any instrument governing Indebtedness (including Acquired Debt) encumbrance or Capital Interests of restriction with respect to a Person acquired by the Company Issuer or any of its Restricted Subsidiaries as that was in effect at existence prior to the time of such acquisition (except to the extent such Indebtedness encumbrance or Capital Interest restriction was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(ivv) customary non-assignment and non-subletting provisions in leases, contracts, leases and licenses and other agreements entered into in the ordinary course of business;
(vvi) purchase money obligations for property acquired in the ordinary course of business agreements relating to Purchase Money Obligations and Capital Lease Obligations Liabilities that impose restrictions on the property relating thereto of the nature described in clause (a)(iii) above on the property so acquiredSection 5.12(a)(iii);
(vivii) any agreement for the sale or other disposition of Equity Interests assets or assets Capital Stock of a Restricted Subsidiary of the Issuer that restricts transfers of such assets or an agreement entered into for the sale making by that Restricted Subsidiary of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary advances pending such sale or other disposition;
(viiviii) Permitted Refinancing Indebtedness, provided Liens and Liens on property and assets other than Collateral that limit the restrictions contained in right of the agreements governing debtor to dispose of the assets subject to such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinancedLiens;
(viiiix) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreementsagreements entered into in the ordinary course of business or with the approval of the Board of Directors of the Issuer or the applicable Restricted Subsidiary of the Issuer, that limit the disposition or distribution of assets or property, which limitation is limitations are applicable only to the assets that are the subject of such agreements;
agreements (ix) including restrictions on the transfer of ownership interests in Indebtedness any joint venture, partnership, limited liability company or Capital Interests of Foreign Subsidiariesother applicable entity);
(x) restrictions on cash, Cash Equivalents or other deposits or net worth imposed by customers under contracts entered into in other Indebtedness incurred in compliance with Section 4.09 hereofthe ordinary course of business;
(xi) encumbrances and restrictions contained in contracts entered into in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of, or from the ability of the Issuer and any of its Restricted Subsidiaries to realize the value of, the property or assets of the Issuer or any Restricted Subsidiary in any manner material to the Issuer or any Restricted Subsidiary;
(xii) agreements encumbering or restricting cash or marketable securities to secure Hedging Obligations or Cash Management Obligations;
(xiii) agreements governing existing Indebtedness permitted to be incurred under Section 5.11; provided that the restrictions therein will not materially adversely impact the ability of the Issuer to make required principal and the Credit Agreement as in effect interest payments on the Notes;
(xiv) any encumbrance or restriction with respect to a Person that was previously an Unrestricted Subsidiary that was in existence prior to the date on which such Person becomes a Restricted Subsidiary; provided that such encumbrance or restriction did not arise in anticipation of this Indenture such Person becoming a Restricted Subsidiary and that any such encumbrance or restriction shall not extend to any property or assets of the Issuer or any other Restricted Subsidiary other than the property and assets of such Person;
(xv) Non-Recourse Project Debt, which encumbrances or restrictions are in the good faith judgment of the Issuer necessary to obtain funding under such Non-Recourse Project Debt;
(xvi) the Wheaton Stream; and
(xvii) any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings (collectively, “refinancings”) of those the agreements, instruments or obligations referred to in clauses (i) through (xv) of this Section 5.12(b); provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or such refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions effect prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingrefinancings.
Appears in 2 contracts
Sources: Trust Indenture, Trust Indenture
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist come into existence or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (x) pay dividends or make any other distributions distribution on its Capital Stock to the Company or any of its other Restricted Subsidiaries on its Capital Interests or Subsidiary,
(yii) pay any Indebtedness owed to the Company or any of its other Restricted Subsidiaries;Subsidiary,
(iiiii) make loans or advances to the Company or any of its other Restricted Subsidiaries; Subsidiary or
(iiiiv) transfer any of its properties or assets to the Company or any of its other Restricted SubsidiariesSubsidiary.
(b) The foregoing restrictions will However, paragraph (a) above shall not apply to encumbrances prohibit any encumbrance or restrictions restriction created, existing or becoming effective under or by reason of:
(i) any agreement (including the Senior Credit Agreement) in effect on the date of this Indenture, the Notes or the Note Guarantees;
(ii) any agreement or instrument with respect to a Restricted Subsidiary that is not a Restricted Subsidiary of the Company on the date of this Indenture, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided that such encumbrances and restrictions are not applicable law, rule, regulation, license, permit, order to the Company or similar restrictionany Restricted Subsidiary or the properties or assets of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary;
(iii) any agreement or instrument governing Indebtedness (including any Acquired Debt) Debt or Capital Interests other agreement of a Person any entity or related to assets acquired by or merged into or consolidated with the Company or any of its Restricted Subsidiaries Subsidiaries, so long as in effect at the time of such acquisition encumbrance or restriction (except to the extent such Indebtedness or Capital Interest A) was incurred or issued in connection with or not entered into in contemplation of such the acquisition), which encumbrance merger or restriction consolidation transaction, and (B) is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets or subsidiaries of the Person, so acquired, and so long as the agreement containing such restriction does not violate any amendments, modifications, restatements, renewals, supplements, refundings, replacements other provision of this Indenture;
(iv) any applicable law or refinancings any requirement of any regulatory body;
(v) the security documents evidencing any Liens securing obligations or Indebtedness or agreements relating to Capital Lease Obligations (provided that such Liens are otherwise permitted to be incurred under the provisions of Section 4.10 hereof that limit the right of the debtor or lessee to dispose of the assets subject to such Liens;
(vi) provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or restrictions in licenses relating to the property covered thereby, or other encumbrances or restrictions in agreements or instruments (relating to specific assets or property that restrict generally the transfers of such assets or property, provided that such encumbrances or restrictions do not materially impact the amendmentsability of the Company to permit payments on the Notes when due as required by the terms of this Indenture;
(vii) asset sale agreements with respect to asset sales permitted to be made under the provisions of Section 4.11 hereof that limit the transfer of such assets pending the closing of such sale;
(viii) shareholders’, modificationspartnership, restatementsjoint venture and similar agreements entered into in the ordinary course of business; provided that such encumbrances or restrictions do not apply to any Restricted Subsidiaries other than the applicable company, renewalspartnership, supplementsjoint venture or other entity; and provided further that such encumbrances and restrictions do not materially impact the ability of the Company to permit payments on the Notes when due as required by the terms of this Indenture;
(ix) cash or other deposits, refundingsor net worth requirements or similar requirements, replacements imposed by suppliers, landlords or refinancings customers under contracts entered into in the ordinary course of business;
(x) any other Credit Facility governing debt of the Company or any Guarantor, permitted to be incurred under the provisions of Section 4.07 hereof, provided that such encumbrances or restrictions are no not (in the view of the Board of Directors of the Company as expressed in a Board Resolution thereof) materially more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(iv) non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business;
(v) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iii) above on the property so acquired;
(vi) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other disposition;
(vii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Senior Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xiixi) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right restrictions of the debtor to dispose nature described in clause (iv) of the assets subject to such Liens;
preceding paragraph (xiiia) any restriction on cash or other deposits or net worth by reason of customary non-assignment provisions in contracts, agreements, licenses and leases and other agreements entered into in the ordinary course of business;; or
(xiv) with respect to clause (a)(iii) of this Section 4.08, (ixii) any such encumbrance or restriction consisting of customary nonassignmentagreement, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingrefinancing that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (i) through (xi), or in this clause (xii), provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect taken as a whole than those under or pursuant to the agreement so extended, renewed, refinanced or replaced.
Appears in 2 contracts
Sources: Indenture (Brigham Exploration Co), Indenture (Brigham Exploration Co)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (x) pay dividends or make any other distributions on its Capital Stock (or with respect to any other interest or participation in, or measured by, its profits) to the Company or any of its Restricted Subsidiaries on its Capital Interests or (y) pay any Indebtedness liabilities owed to the Company or any of its Restricted Subsidiaries;
(ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing restrictions will set forth in Section 4.08(a) shall not apply to encumbrances or restrictions existing under or by reason ofrestrictions:
(i) this Indentureexisting under, by reason of or with respect to the Notes Credit Agreement, Existing Indebtedness or any other agreements in effect on the Note GuaranteesIssue Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in the Credit Agreement, Existing Indebtedness or such other agreements, as the case may be, as in effect on the Issue Date;
(ii) set forth in this Indenture, the Notes, and the Note Guarantees (and in the notes and Guarantees issued in exchange therefor pursuant to the Registration Rights Agreement);
(iii) existing under, by reason of or with respect to applicable law, rule, regulation, license, permit, regulation or order or similar restrictionincluding of any regulatory body;
(iiiiv) with respect to any instrument governing Indebtedness (including Acquired Debt) Person or Capital Interests the property or assets of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect existing at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was and not incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, Person or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquiredacquired (including, but not limited to, such Person’s then existing direct and indirect Subsidiaries) and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewalsextensions, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(iv) non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business;
(v) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iii) above on the property so acquired;
(vi) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other disposition;
(vii) Permitted Refinancing Indebtednessthereof, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increasesextensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those in effect on the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.date of the acquisition;
(v) in the case of clause (iii) of Section 4.08(a):
Appears in 2 contracts
Sources: Indenture (Hexacomb CORP), Indenture (Hexacomb CORP)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:
to (i) (x) pay dividends or make any other distributions to permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any of its other Restricted Subsidiaries on its Capital Interests or Subsidiary, (yii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary that owns, directly or indirectly, any Capital Stock of its such Restricted Subsidiaries;
Subsidiary, (iiiii) make loans or advances to the Company or any other Restricted Subsidiary that owns, directly or indirectly, any Capital Stock of its such Restricted Subsidiaries; or
Subsidiary or (iiiiv) transfer any of its properties property or assets to the Company or any other Restricted Subsidiary that owns, directly or indirectly, any Capital Stock of such Restricted Subsidiary. The foregoing provisions shall not prohibit any encumbrances or restrictions: (i) existing on the Closing Date in this Indenture or any other agreement in effect on the Closing Date, and any extensions, refinancings, renewals or replacements of such agreements; PROVIDED that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are no less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (ii) existing under or by reason of applicable law; (iii) existing with respect to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, at the time of such acquisition and not incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired; (iv) in the case of clause (iv) of the first paragraph of this Section 5.08, (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary nor otherwise prohibited by this Indenture or (C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; (v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary; or (vi) incurred pursuant to any Restricted Subsidiary Indebtedness permitted under this Indenture, PROVIDED that the amount actually subject to such encumbrance or restriction shall not be taken into account when calculating the Consolidated EBITDA of such Person. Nothing contained in this Section 5.08 shall prevent the Company or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 5.12 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.
(b) The foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of:
(i) this Indenture, the Notes or the Note Guarantees;
(ii) applicable law, rule, regulation, license, permit, order or similar restriction;
(iii) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(iv) non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business;
(v) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iii) above on the property so acquired;
(vi) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other disposition;
(vii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Sources: Indenture (International Fast Food Corp), Indenture (International Fast Food Corp)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on or with respect to any other interest or participation in, or measured by, its Capital Interests profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(iii3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing restrictions in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of:
(i1) Existing Indebtedness as in effect on the date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, PROVIDED that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect on the date of this Indenture;
(2) this Indenture, the Notes or and the Note Guarantees;
(ii3) applicable law, rule, regulation, license, permit, order or similar restriction;
(iii4) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; PROVIDED, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(iv5) customary non-assignment provisions in leases, contracts, licenses and other agreements leases entered into in the ordinary course of businessbusiness and consistent with past practices;
(v6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired of the nature described in clause (a)(iii3) above on the property so acquiredof Section 4.08(a);
(vi) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other disposition;
(vii7) Permitted Refinancing Indebtedness; PROVIDED, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting 8) contracts for the disposition or distribution sale of assets or property in joint venture agreementsassets, partnership agreementsincluding, limited liability company operating agreementswithout limitation, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) customary restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;Subsidiary; and
(xii9) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction restrictions on cash or other deposits or net worth provisions in leases and other agreements imposed by customers under contracts entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Sources: Indenture (Ap Holdings Inc), Indenture (Apcoa Standard Parking Inc /De/)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
to (i) (xi)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Interests Stock or (y2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
, (iii) guarantee any Indebtedness of the Company or any Restricted Subsidiary of the Company (provided that this clause (iii) shall apply only to Restricted Subsidiaries that are Guarantors), (iv) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing restrictions will not apply to , except for such encumbrances or restrictions existing under or by reason of:
of (ia) the Bank Facilities, as in effect as of the date hereof, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Bank Facilities, as in effect on the date hereof, (b) this IndentureIndenture and the Notes, the Notes or the Note Guarantees;
(iic) applicable law, law or any applicable rule, regulationregulation or order, license, permit, order or similar restriction;
(iiid) any agreement or instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness agreement or Capital Interest instrument was incurred created or issued entered into in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by to be incurred under the terms of this Indenture to be incurred;
Indenture, (ive) customary non-assignment provisions in leases, contractslicenses, licenses and other agreements encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business;
business and consistent with past practices, (vf) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iiiiv) above on the property so acquired;
, (vi) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assetsg), distributions, loans or transfers by that Restricted Subsidiary pending such sale or other disposition;
(vii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
refinanced and (viiih) provisions limiting contracts for the disposition or distribution sale of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) containing customary restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on a Subsidiary pursuant to an agreement that has been entered into for the date sale or disposition of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right all or substantially all of the debtor to dispose Capital Stock or assets of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingSubsidiary.
Appears in 2 contracts
Sources: Indenture (Diamond Brands Inc), Indenture (Diamond Brands Operating Corp)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (x) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Interests profits, or (y) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing However, the restrictions will set forth in Section 4.08(a) shall not apply to encumbrances or restrictions existing under or by reason of:
(i) agreements governing Existing Indebtedness and the Credit Facilities as in effect on the date hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided, that, the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date hereof;
(ii) this Indenture, the Notes or and the Note GuaranteesExchange Notes;
(iiiii) applicable law, rule, regulation, license, permit, order regulation or similar restrictionorder;
(iiiiv) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(ivv) customary non-assignment provisions in leases, contracts, licenses and other agreements of any contract or agreement entered into in the ordinary course of businessbusiness and customary provisions restricting subletting or transfer of any interest in real or personal property contained in any lease or easement agreement of the Company or any Restricted Subsidiary;
(vvi) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on that property of the nature described in clause (a)(iii) above on the property so acquiredSection 4.08(a)(iii);
(vivii) any agreement for the sale or other disposition of Equity Interests all or substantially all of the assets or Capital Stock of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers restricts distributions by that Restricted Subsidiary pending such its sale or other dispositiondisposition of all or substantially all of the assets or Capital Stock of such Restricted Subsidiary;
(viiviii) Permitted Refinancing Indebtedness; provided, provided that that, the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness with respect to dividends and other payments are no not materially more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiiix) any restriction on cash provisions with respect to the disposition or other deposits distribution of assets or net worth provisions property in leases joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;
(xivxi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(xii) any Indebtedness incurred in compliance with Section 4.09 by any Foreign Subsidiary or any Guarantor, or any agreement pursuant to which such Indebtedness is issued, if the encumbrance or restriction applies only to such Foreign Subsidiary or Guarantor and only in the event of a payment default or default with respect to clause a financial covenant contained in the Indebtedness or agreement and the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (a)(iiias determined by the Board of Directors of the Company) and the Board of this Section 4.08, (i) Directors of the Company determines that any such encumbrance or restriction consisting of customary nonassignment, subletting will not materially affect the Company’s ability to pay interest or transfer provisions in leases governing leasehold interests to principal on the extent such provisions restrict the transfer of the lease or the property leased thereunderNotes; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; andor
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided an arrangement or circumstance arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that does not, individually or in the encumbrances aggregate, detract from the value of property or restrictions assets of the Company or any Restricted Subsidiary in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements any manner material to the Company or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingany Restricted Subsidiary.
Appears in 2 contracts
Sources: Exhibit (Geo Group Inc), Execution Version (Geo Group Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any of such Restricted Subsidiary Subsidiaries to:
: (i) (x) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Interests profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
; (ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing . However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:
: (i1) any agreement in effect or entered into on the Issue Date, including agreements governing Existing Indebtedness, Credit Facilities and Floor Plan Facilities as in effect on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings of such instrument are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements as in effect on the Issue Date; (2) this Indenture, the Notes or and the Note Subsidiary Guarantees;
; (ii3) applicable law, law and any applicable rule, regulation, license, permit, order regulation or similar restriction;
order; (iii4) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
; (iv5) any encumbrance or restriction pursuant to an agreement effecting a permitted renewal, refunding, replacement, refinancing or extension of Indebtedness issued pursuant to an agreement containing any encumbrance or restriction referred to in the foregoing clauses (2) and (4), so long as the encumbrances and restrictions contained in any such renewal, refunding, replacement, refinancing or extension agreement are not materially less favorable, taken as a whole, to the Holders than the encumbrances and restrictions contained in the agreements governing the Indebtedness being renewed, refunded, replaced, refinanced or extended in the good faith judgment of the Company; (6) customary non-assignment provisions in leases, contracts, licenses and other agreements leases entered into in the ordinary course of business;
; (v7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the transfer of that property of the nature described in clause (a)(iiiiii) above on of the property so acquired;
preceding paragraph; provided that any such encumbrance or restriction is released to the extent the underlying Lien is released or the related Indebtedness is repaid; (vi) 8) any agreement for the sale or other disposition of Equity Interests or assets of assets, including, without limitation, customary restrictions with respect to a Restricted Subsidiary or pursuant to an agreement that has been entered into for the sale or disposition of specified substantially all of the Capital Stock or substantially all of the assets of that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other disposition;
Subsidiary; (vii9) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
; (viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii10) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
; (xiii11) covenants in a franchise or other agreement entered into in the ordinary course of business with a Manufacturer customary for franchise agreements in the vehicle retailing industry; (12) customary provisions in joint venture agreements, asset purchase or sale agreements, stock sale agreements and other similar agreements; (13) customary provisions restricting subletting or assignment of any restriction lease, contract or license of the Company or any Restricted Subsidiary or provisions in agreements that restrict the assignment of such agreement or any rights thereunder; (14) restrictions on cash or other deposits or net worth provisions in leases worth, total assets, liquidity and other agreements similar financial responsibility covenants imposed by customers under contracts entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii15) encumbrance or restrictions contained covenants in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to Floor Plan Facilities customary for inventory and floor plan financing in the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingautomobile retailing industry.
Appears in 2 contracts
Sources: Indenture (Asbury Automotive Group Inc), Indenture (Asbury Automotive Group Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Company, shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Interests profits, or (y) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(iii3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing However, the restrictions will set forth in Section 10.08(a) shall not apply to encumbrances or restrictions existing under or by reason of:
(i1) agreements governing Existing Indebtedness and the Credit Facilities as in effect on the date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided, that, the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture, the Notes or the Note Guarantees;
(ii2) this Indenture and the Notes;
(3) applicable law, rule, regulation, license, permit, order regulation or similar restrictionorder;
(iii4) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(iv5) customary non-assignment provisions in leases, contracts, licenses and other agreements of any contract or agreement entered into in the ordinary course of businessbusiness and customary provisions restricting subletting or transfer of any interest in real or personal property contained in any lease or easement agreement of the Company or any Restricted Subsidiary;
(v6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on that property of the nature described in clause (a)(iii) above on the property so acquiredSection 10.08(a)(3);
(vi7) any agreement for the sale or other disposition of Equity Interests all or substantially all of the assets or Capital Stock of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers restricts distributions by that Restricted Subsidiary pending such its sale or other dispositiondisposition of all or substantially all of the assets or Capital Stock of such Restricted Subsidiary;
(vii) 8) Permitted Refinancing Indebtedness; provided, provided that that, the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness with respect to dividends and other payments are no not materially more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii9) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.12 10.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii10) any restriction on cash provisions with respect to the disposition or other deposits distribution of assets or net worth provisions property in leases joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;
(xiv11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) any Indebtedness incurred in compliance with Section 10.09 by any Foreign Subsidiary or any Guarantor, or any agreement pursuant to which such Indebtedness is issued, if the encumbrance or restriction applies only to such Foreign Subsidiary or Guarantor and only in the event of a payment default or default with respect to clause a financial covenant contained in the Indebtedness or agreement and the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (a)(iiias determined by the Board of Directors of the Company) and the Board of this Section 4.08, (i) Directors of the Company determines that any such encumbrance or restriction consisting will not materially affect the Company’s ability to pay interest or principal on the Notes; or
(13) an arrangement or circumstance arising or agreed to in the ordinary course of customary nonassignmentbusiness, subletting not relating to any Indebtedness, and that does not, individually or transfer provisions in leases governing leasehold interests the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the extent such provisions restrict the transfer of the lease Company or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a any Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingSubsidiary.
Appears in 2 contracts
Sources: Execution Version (Geo Group Inc), Exhibit (Geo Group Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (x) pay dividends or make any other distributions on its Capital Stock (or with respect to any other interest or participation in, or measured by, its profits) to the Company or any of its Restricted Subsidiaries on its Capital Interests or (y) pay any Indebtedness liabilities owed to the Company or any of its Restricted Subsidiaries;
(ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing However, the preceding restrictions will shall not apply to encumbrances or restrictions existing under or by reason ofrestrictions:
(i) existing under, by reason of or with respect to the Credit Agreement, Existing Indebtedness or any other agreements in effect on the Issue Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, than those contained in the Credit Agreement, Existing Indebtedness or such other agreements, as the case may be, as in effect on the Issue Date;
(ii) set forth in this Indenture, the Notes or and the Note Guarantees;
(iiiii) existing under, by reason of or with respect to applicable law, rule, regulation, license, permit, order or similar restriction;
(iiiiv) with respect to any instrument governing Indebtedness (including Acquired Debt) Person or Capital Interests the property or assets of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect existing at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was and not incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, Person or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, acquired and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings of any such agreements or instruments (thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, than those contained in effect on the agreements governing such original agreement or instrument); provided that, date of the acquisition;
(v) in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;Section 4.08(a)(iii):
(iv1) non-that restrict in a customary manner the subletting, assignment provisions in leasesor transfer of any property or asset that is subject to a lease, contractslicense, licenses and other agreements entered into conveyance or contract or similar property or asset,
(2) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary thereof not otherwise prohibited by this Indenture, or
(3) arising or agreed to in the ordinary course of business;
(v) purchase money obligations for property acquired , not relating to any Indebtedness, and that do not, individually or in the ordinary course aggregate, detract from the value of business and Capital Lease Obligations that impose restrictions property or assets of the nature described Company or any Restricted Subsidiary thereof in clause (a)(iii) above on any manner material to the property so acquiredCompany or any Restricted Subsidiary thereof;
(vi) existing under, by reason of or with respect to any agreement for the sale or other disposition of Equity Interests all or substantially all of the Capital Stock of, or property and assets of of, a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers distributions by that Restricted Subsidiary pending such sale or other disposition;
(vii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions imposed by customers or required by insurance, surety or bonding companies, in leases and other agreements each case, under contracts entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xvviii) any encumbrances Purchase Money Note, or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements other Indebtedness or refinancings contractual requirements of the contracts, instruments or obligations referred to a Receivables Subsidiary in clauses (i) through (xiii) aboveconnection with a Qualified Securitization Transaction; provided that the encumbrances or such restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior only apply to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingReceivables Subsidiary.
Appears in 2 contracts
Sources: Indenture (Caleres Inc), Indenture (Brown Shoe Co Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Holdings shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) in the case of the Borrower or any Subsidiary Guarantor, create or Incur any Lien to secure the Obligations;
(xii) pay dividends or make any other distributions on its Capital Stock (or with respect to the Company any other interest or participation in, or measured by, its profits) to Holdings or any of its Restricted Subsidiaries on its Capital Interests or (y) pay any Indebtedness liabilities owed to the Company Holdings or any of its Restricted Subsidiaries;
(iiiii) make loans or advances to the Company Holdings or any of its Restricted Subsidiaries; or
(iiiiv) sell, lease or transfer any of its properties or assets to the Company Holdings or any of its Restricted Subsidiaries.
(b) The foregoing However, the preceding restrictions will shall not apply to encumbrances or restrictions existing under or by reason ofrestrictions:
(i) this Indentureexisting under, by reason of or with respect to Existing Indebtedness, the Indenture or any other agreements, as in effect on the Effective Date or any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of Holdings, not materially more restrictive, taken as a whole, than those contained in the Existing Indebtedness, documents relating to the Secured Notes or such other agreements, as the Note Guaranteescase may be;
(ii) set forth in this Agreement or the other Credit Documents;
(iii) existing under, by reason of or with respect to applicable law, rule, regulation, license, permit, order regulation or similar restrictionorder;
(iiiiv) with respect to any instrument governing Indebtedness (including Acquired Debt) Person or Capital Interests the property or assets of a Person acquired by the Company Holdings or any of its Restricted Subsidiaries as in effect existing at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was and not incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, Person or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, acquired and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings of any such agreements or instruments (thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are no are, in the good faith judgment of the Board of Directors of Holdings, not materially more restrictive, taken as a whole, than those contained in effect on the agreements governing such original agreement or instrument); provided that, in date of the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurredacquisition;
(ivA) non-that restrict in a customary manner the subletting, assignment provisions or transfer, or granting of a Lien on, of any property or asset that is a lease, license, conveyance or contract or similar property or asset,
(B) existing by virtue of any option or right with respect to, or Lien on, any property or assets of Holdings or any Restricted Subsidiary thereof not otherwise prohibited by this Agreement, or
(C) arising or agreed to in leasesthe ordinary course of business, contractsnot relating to any Indebtedness, licenses and that do not, individually or in the aggregate, detract from the value of property or assets of Holdings or any Restricted Subsidiary thereof in any manner material to Holdings or any Restricted Subsidiary thereof;
(vi) existing under, by reason of or with respect to any agreement for the sale, transfer or other agreements disposition of any Capital Stock or property and assets of a Restricted Subsidiary pending the consummation of such sale, transfer or other disposition;
(vii) existing under restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business;
(vviii) purchase money obligations for property acquired in existing under, by reason of or with respect to provisions with respect to the ordinary course payment of business and Capital Lease Obligations that impose restrictions dividends, the making of the nature described in clause (a)(iii) above on the property so acquired;
(vi) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale advances, the granting of Liens on, or the sale, lease or other disposition;
(vii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution transfer of any assets or property property, in each case contained in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale membership agreements and other similar agreements, agreements and which limitation is applicable only the Board of Directors of Holdings or the Borrower determines in good faith shall not adversely affect the Borrower’s ability to make payments of principal or interest payments on the assets that are the subject of such agreementsTerm Loans;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; 9.03 provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictivesuch restrictions, taken as a whole, are, in the good faith judgment of Holdings’ Board of Directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in those the existing agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to referenced in clauses (i) through and (xiiiii) above;
(x) existing under agreements related to Liens permitted in accordance with clauses (8), (10), (11), (12), (15), (16) or (21) of the definition of Permitted Liens; provided and
(xi) in secured Indebtedness that is otherwise permitted to be incurred pursuant to Sections 9.03 and 9.06 (which must however permit Liens on the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than Collateral securing the encumbrances or restrictions prior Guaranteed Obligations to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingthe extent required by the Security Documents).
Appears in 2 contracts
Sources: Credit Agreement and Subsidiaries Guaranty (Leap Wireless International Inc), Credit Agreement (Leap Wireless International Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (x) pay dividends or make any other distributions on its Capital Stock to the Company or any of the Company's Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its Restricted Subsidiaries on its Capital Interests profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its the Company's Restricted Subsidiaries;
(ii) make loans or advances to the Company or any of its the Company's Restricted Subsidiaries; or
(iii) transfer any of its properties or assets to the Company or any of its the Company's Restricted Subsidiaries.
(b) The foregoing . However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:
(i) Existing Indebtedness as in effect on the date of this Indenture;
(ii) this Indenture, the Notes or and the Note Guarantees;
(ii) applicable law, rule, regulation, license, permit, order or similar restrictionGuaranties;
(iii) Indebtedness incurred by a Restricted Subsidiary that is not a Guarantor in compliance with Section 4.13;
(iv) applicable law, regulation or order;
(v) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided PROVIDED that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(ivvi) customary non-assignment provisions in leases, contracts, licenses and other agreements leases entered into in the ordinary course of businessbusiness and consistent with past practices;
(vvii) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired of the nature described in clause (a)(iiiiii) above on of the property so acquiredpreceding paragraph;
(viviii) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers restricts distributions by that Restricted Subsidiary pending such its sale or other disposition;
(vii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such LiensLien;
(xiiix) any restriction on cash provisions with respect to the disposition or other deposits distribution of assets or net worth provisions property in leases joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;
(xivxi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(xii) customary provisions in agreements with respect to clause Permitted Joint Ventures;
(a)(iiixiii) Indebtedness incurred after the date of this Section 4.08Indenture in accordance with the terms of this Indenture; provided; that the restrictions contained in the agreements governing such new Indebtedness are, in the good faith judgment of the Board of Directors of the Company, not materially less favorable, taken as a whole, to the holders of the Notes than those contained in the agreements governing Indebtedness outstanding on the date of this Indenture;
(ixiv) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgagesSecuritization Entity effected in connection with a Qualified Securitization Transaction; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiiixiv) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially are, in the good faith judgment of the Board of Directors of the Company, no more restrictive, taken as a whole, than the encumbrances or restrictive with respect to such dividend and other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Sources: Indenture (Mark I Molded Plastics of Tennessee Inc), Indenture (Mark I Molded Plastics of Tennessee Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (x) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on its Capital Interests or (y) pay any Indebtedness liabilities owed to the Company or any of its Restricted Subsidiaries;
(ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing However, the preceding restrictions will shall not apply to encumbrances or restrictions existing under or by reason of:
(i) Existing Indebtedness, and the Credit Agreement as in effect on the date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances than those contained in such Existing Indebtedness and the Credit Agreement, as in effect on the date of this Indenture;
(ii) this Indenture, the Notes and any Note Guarantees or by other Indebtedness of the Company or of a Subsidiary Guarantor which is pari passu in right of payment with the Notes or Note Guarantees, as applicable, incurred under an indenture pursuant to Section 4.09; provided that the encumbrances and restrictions are no more restrictive, taken as a whole, than those contained in this Indenture;
(iiiii) applicable law, rule, regulation, license, permit, order regulation or similar restrictionorder;
(iiiiv) any agreements or instrument governing Indebtedness (including Acquired Debt) or Capital Equity Interests of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was or Capital Interest was Equity Interests were incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(ivv) customary non-assignment provisions in leases, contracts, licenses licenses, leases and other agreements entered into in the ordinary course of business;
(vvi) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired of the nature described in clause (a)(iii) above on the property so acquiredSection 4.08(a)(iii);
(vivii) any an agreement entered into for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict (in either case, so long as such encumbrance or restriction, by its terms, terminates on the sale earlier of assets, distributions, loans the termination of such agreement or transfers by that Restricted Subsidiary pending the consummation of such sale agreement and so long as such restriction applies only to the Equity Interest or other dispositionassets to be sold);
(viiviii) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Permitted Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such LiensLien;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Sources: Indenture (Ames True Temper, Inc.), Indenture (Ames True Temper, Inc.)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to:
(i) (x1) pay dividends or make any other distributions to the Company on or any in respect of its Restricted Subsidiaries on its Capital Interests or (y) pay any Indebtedness owed Stock to the Company or any of its Restricted Subsidiaries;
(ii2) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of its Restricted Subsidiariesthe Company; or
(iii3) transfer any of its properties property or assets to the Company or any other Restricted Subsidiary of its Restricted Subsidiariesthe Company.
(b) The foregoing restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(i) this Indenture, the Notes or the Note Guarantees;
(ii1) applicable law, rule, regulation, decree, order, license, permit, order permit or similar restriction;
(iii2) the Notes, any Additional Notes and the related Note Guarantees and this Indenture;
(3) customary subletting and non-assignment provisions of any lease or other contract of the Company or any Restricted Subsidiary of the Company;
(4) any agreement or instrument (including those governing Indebtedness (including Acquired DebtIndebtedness) or Capital Interests Stock) of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property properties or assets of the Person, or the Equity Interests of the Person, so acquired, acquired and any amendments, restatements, modifications, restatements, renewals, extensions, supplements, increases, refundings, replacements or refinancings of thereof; provided, that the encumbrances and restrictions in any such agreements or instruments (provided that the amendments, restatements, modifications, restatements, renewals, extensions, supplements, increases, refundings, replacements or refinancings are no are, in the reasonable good faith judgment of an Officer of the Company, not materially more restrictive, taken as a whole, than those contained in effect on the agreements governing such original agreement or instrument)date of the acquisition; provided that, in the case of Indebtedness, such Indebtedness was otherwise permitted by the terms of this Indenture to be incurred;
(iv5) non-assignment contractual encumbrances or restrictions in effect on the Issue Date;
(6) the Credit Facility and any related documentation or an agreement governing other Indebtedness permitted to be incurred under this Indenture; provided that, with respect to any agreement governing such other Indebtedness, the provisions relating to such encumbrance or restriction, taken as a whole, are not materially less favorable to the Company as determined by the Board of Directors of the Company in leases, contracts, licenses its reasonable and good faith judgment than the provisions contained in the Credit Facility or this Indenture as in effect on the Issue Date;
(7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien;
(8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale;
(9) encumbrances or restrictions arising under deferred compensation arrangements or any “rabbi trust” formed in connection with any such arrangement;
(10) restrictions on cash or Cash Equivalents or other agreements deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business;
(v11) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iii) above on the property so acquired;
(vi) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other disposition;
(vii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only agreements (in each case relating solely to the assets that are respective joint venture, partnership, limited liability company or similar entity or the subject of such agreements;
(ixequity interests therein) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(xiv12) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing agreements evidencing Indebtedness of a Restricted Subsidiary to the extent that is not a Guarantor that is permitted under this Indenture for so long as such Restricted Subsidiary is not a Guarantor;
(13) customary restrictions restrict the transfer of the property subject to such security agreementson leases, pledges subleases, licenses or mortgagesasset sale agreements otherwise permitted under this Indenture;
(14) customary restrictions arising in connection with cash or other deposits in connection with Liens permitted under this Indenture; and
(xv15) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, restructurings, replacements or refinancings of the contractsthose agreements, instruments or obligations referred to in clauses (i2) and (4) through (xiii14) above; provided provided, however, that the encumbrances provisions relating to such encumbrance or restrictions restriction contained in any such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictiveagreements, taken as a whole, are not materially less favorable to the Company as determined by the Board of Directors of the Company in its reasonable and good faith judgment than the encumbrances or restrictions prior provisions relating to such amendmentencumbrance or restriction contained in agreements referred to in such clauses (2) and (4) through (14) above. Nothing contained in this Section 4.08 shall prevent the Company or any of its Restricted Subsidiaries from (1) creating, modificationincurring, restatement, renewal, increase, supplement, refunding, replacement assuming or refinancingsuffering to exist any Liens otherwise permitted by Section 4.12 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.
Appears in 2 contracts
Sources: Indenture (Carriage Services Inc), Indenture (Carriage Services Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
to (i) (xa) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Interests profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (iib) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (iiic) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing restrictions will not apply to , except for such encumbrances or restrictions existing under or by reason of:
of (i) agreements governing Existing Indebtedness and the Credit Agreement as in effect on the date hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture; (ii) this Indenture, the Notes or and the Note Guarantees;
Parent Guarantee and the Subsidiary Guarantee; (iiiii) applicable law, rule, regulation, license, permit, order or similar restriction;
; (iiiiv) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
; (ivv) customary non-assignment provisions in leases, contracts, licenses and other agreements supply contracts entered into in the ordinary course of business;
; (vvi) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on that property of the nature described in clause (a)(iiic) above on the property so acquired;
of this Section 4.08; (vivii) any agreement for the sale or other disposition of Equity Interests the assets or assets Capital Stock of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers restricts distributions by that Restricted Subsidiary pending such its sale or other disposition;
; (viiviii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
; (ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
; (xiiix) any restriction on cash provisions with respect to the disposition or other deposits distribution of assets or net worth provisions property in leases joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;
; (xivxi) with respect to clause restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (a)(iiixii) any agreement governing Indebtedness incurred after the date of this Indenture permitted under Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to 4.09 hereof; provided that the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreementsany such agreement, pledges or mortgages securing Indebtedness of taken as a Restricted Subsidiary whole, are not less favorable to the extent such restrictions restrict the transfer Holders of the property subject to such security agreements, pledges Notes than those contained in the agreements governing Existing Indebtedness; or mortgages; and
(xvxiii) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiiixii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend or other payment restrictions than those contained in the encumbrances dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Indenture (Appleton Papers Inc/Wi)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiary Subsidiaries to:
(i) (xa) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Interests profits, or (y) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(iib) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(iiic) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing . However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:
(i1) agreements governing the Credit Agreement and agreements governing Existing Indebtedness, in each case, as in effect on the date of this Indenture, the Notes or the Note Guarantees;
(ii2) applicable law, rule, regulation, license, permit, order or similar restrictionthis Indenture and the Notes;
(iii3) applicable law or any applicable rule, regulation or order of, or arrangement with, any regulatory body or agency;
(4) any agreement or other instrument governing Indebtedness of (including Acquired Debti) or Capital Interests of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness encumbrance or Capital Interest restriction was incurred or issued created in connection with or in contemplation of such acquisition)) or (ii) any Unrestricted Subsidiary at the time it is designated or is deemed to become a Restricted Subsidiary, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson or Unrestricted Subsidiary, or the property or assets of the PersonPerson or Unrestricted Subsidiary, so acquiredacquired or designated, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurredmay be;
(iv5) non-assignment provisions restrictions on cash, Cash Equivalents or other deposits or net worth imposed by customers or governmental regulatory bodies or required by insurance, surety or bonding companies, in leases, contracts, licenses and other agreements each case pursuant to contracts entered into in the ordinary course of business;
(v6) purchase money obligations for property acquired customary non-assignment provisions in leases, licenses, sublicenses and other contracts entered into in the ordinary course of business business;
(7) customary restrictions and conditions contained in agreements relating to purchase money indebtedness for property acquired and Capital Lease Obligations permitted to be incurred under Section 4.09 that impose restrictions of the nature described in clause (a)(iiiSection 4.13(c) above on the property so acquiredacquired or subject to such obligations;
(vi) 8) any agreement for the sale or other disposition of Equity Interests a Restricted Subsidiary or the assets of a Restricted Subsidiary or an agreement entered into for pending the sale closing of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other dispositiondisposition or the sale or other disposition of its assets;
(vii9) Permitted Refinancing Indebtedness; provided, provided however, that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinancedrefinanced (as determined in good faith by an Officer of the Company);
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii10) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.12 4.11 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii11) any restriction on cash provisions with respect to the disposition or other deposits distribution of assets or net worth provisions property in leases joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment); provided that such provisions with respect to the ordinary course disposition or distribution of businessassets or property relate only to the assets or properties subject to such agreements;
(xiv12) with respect other Indebtedness, Disqualified Stock or preferred stock permitted to clause be incurred subsequent to the Issue Date under Section 4.09; provided that such incurrence will not materially impair the Company’s ability to make payments under the Notes when due (a)(iiias determined in good faith by an Officer of the Company);
(13) of this Section 4.08Contractual Obligations binding upon a HMO Subsidiary or Insurance Subsidiary, provided that such restrictions apply only to such Subsidiary;
(i14) any such encumbrance amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or restriction consisting refinancing of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations an agreement referred to in clauses (i1) through (xiii13) above; provided , provided, however that the encumbrances such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are refinancing is not materially more restrictive, taken as a whole, than the encumbrances or restrictions those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingrefinancing (as determined in good faith by an Officer of the Company);
(15) Hedging Obligations; and
(16) customary provisions in any joint venture agreement or similar agreement to the extent prohibiting the pledge of the Equity Interests of such joint venture. For purposes of determining compliance with this Section 4.13, (1) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (2) the subordination of loans or advances made to the Company or a Restricted Subsidiary to other Indebtedness incurred by the Company or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 1 contract
Sources: Indenture (Molina Healthcare Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
to (i) (xa)(i) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (A) on its Capital Interests Stock or (yB) with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (iib) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (iiic) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing restrictions will not apply to , except for such encumbrances or restrictions existing under or by reason of:
of (i) Existing Indebtedness as in effect on the date of this Indenture, the Notes or the Note Guarantees;
(ii) this Indenture and the Notes, (iii) applicable law, rule, regulation, license, permit, order or similar restriction;
(iiiiv) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
, (ivv) by reason of customary non-assignment provisions in leases, contracts, licenses and other agreements leases entered into in the ordinary course of business;
business and consistent with past practices, (vvi) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iiic) above on the property so acquired;
(vi) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other disposition;
(vii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
, (viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property or assets subject to such security agreements, pledges agreements or mortgages; and
, (xvix) any encumbrances restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements disposition of all or refinancings substantially all of the contractscapital stock or assets of such Restricted Subsidiary pending the closing of the sale of such sale or disposition, instruments or obligations referred to (x) any restriction in clauses (i) through (xiii) above; provided any agreement that is not more restrictive than the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken the Credit Facilities as a whole, than in effect on the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingdate of this Indenture.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (x) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Interests profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(iii) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing However, the preceding restrictions in Section 10.10(a) will not apply to encumbrances or restrictions existing under or by reason of:
(i) agreements governing Existing Indebtedness and Credit Facilities as in effect on March 13, 2007 and any amendments, restatements, modifications, renewals, supplements, increases, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, increases, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on March 13, 2007;
(ii) this Indenture, the Notes or and the Note Subsidiary Guarantees;
(iiiii) applicable law, rule, regulation, licenseorder, permitapproval, order permit or similar restriction;
(iiiiv) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(ivv) customary non-assignment provisions in leases, contracts, leases and licenses and other agreements (including, without limitation, licenses of intellectual property) entered into in the ordinary course of business;
(v) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iii) above on the property so acquired;
(vi) any agreement for the sale or other disposition of Equity Interests assets, including without limitation an agreement for the sale or other disposition of the Capital Stock or assets of a Restricted Subsidiary or an agreement entered into for Subsidiary, that restricts distributions by the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that applicable Restricted Subsidiary pending such the sale or other disposition;
(vii) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under the provisions of Section 4.12 10.14 that limit the right of the debtor to dispose of the assets subject to such Liens;
(ix) the issuance of preferred stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such preferred stock is permitted pursuant to Section 10.11 and the terms of such preferred stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such preferred stock prior to paying any dividends or making any other distributions on such other Capital Stock);
(x) other Indebtedness of the Company or any of its Restricted Subsidiaries permitted to be incurred pursuant to an agreement entered into subsequent to March 13, 2007 in accordance with Section 10.11; provided that the provisions relating to such encumbrance or restriction contained in such Indebtedness are not materially less favorable to the Company and its Restricted Subsidiaries taken as a whole, as determined by the Company in good faith, than the provisions contained in the Credit Facilities and in this Indenture as in effect on March 13, 2007;
(xi) customary provisions restricting subletting or assignment of any lease governing a leasehold interest;
(xii) Hedging Obligations permitted from time to time under this Indenture;
(xiii) any restriction restrictions on cash or other deposits or net worth provisions in leases and other agreements imposed by customers under contracts entered into in the ordinary course of business;; and
(xiv) with respect only to encumbrances or restrictions of the type referred to in clause (a)(iiiiii) of this Section 4.08, 10.10(a):
(iA) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer nonassignment provisions (including provisions forbidding subletting) in leases governing leasehold interests or Farm-In Agreements or Farm-Out Agreements relating to leasehold interests in oil and gas properties to the extent such provisions restrict the transfer of the lease or lease, the property leased thereunderthereunder or the other interests therein;
(B) provisions limiting the disposition or distribution of assets or property in, or transfer of Capital Stock of, joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into (1) in the ordinary course of business, consistent with past practice or (2) with the approval of the Company’s Board of Directors, which limitations are applicable only to the assets, property or Capital Stock that are the subject of such agreements; and and
(iiC) encumbrance or restrictions contained in Capital Lease Obligations, security agreements, pledges mortgages, purchase money agreements or mortgages securing Indebtedness of a Restricted Subsidiary similar instruments to the extent such restrictions restrict encumbrance or restriction restricts the transfer of the property (including Capital Stock) subject to such Capital Lease Obligations, security agreements, pledges mortgages, purchase money agreements or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingsimilar instruments.
Appears in 1 contract
Sources: Tenth Supplemental Indenture (Plains Exploration & Production Co)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (x1) pay dividends or make any other distributions on its Capital Stock to the Company Borrower or any of its Restricted Subsidiaries on its Capital Interests or (y) pay any Indebtedness indebtedness owed to the Company Borrower or any of its Restricted Subsidiaries;
(ii2) make loans or advances to the Company Borrower or any of its Restricted Subsidiaries; or
(iii3) transfer any of its properties or assets to the Company Borrower or any of its Restricted Subsidiaries.
(b) The foregoing However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:
(i1) this Indenture, Existing Indebtedness and the Notes or the Note GuaranteesNortek Credit Agreement;
(ii2) applicable lawthis Agreement, rulethe Loans and the Loan Guarantees, regulationif any, licenseor by other Indebtedness of the Borrower or a Guarantor, permitif any, order which is pari passu in right of payment with the Loans or similar restrictionthe Loan Guarantees, as applicable, incurred pursuant to Section 6.06; provided that the encumbrances and restrictions are no more restrictive, taken as a whole, than those contained in this Agreement;
(iii3) applicable law or regulation;
(4) any instrument agreements or instruments governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest Stock was incurred or issued issued, as the case may be, in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture Agreement to be incurred;
(iv5) Indebtedness incurred by Restricted Subsidiaries in compliance with Section 6.06; provided either (i) the provisions relating to such encumbrance or restriction contained in such Indebtedness, taken as a whole, are not less favorable to the Borrower in any material respect as determined by the Board of Directors of the Borrower in its good faith judgment than the provisions contained in the Nortek Credit Agreement and the Senior Subordinated Notes Indenture in each case, as in effect on the Closing Date, or (ii) any encumbrance or restriction contained in such Indebtedness does not prohibit (except upon a default or event of default thereunder) the payment of dividends in an amount sufficient, as determined by the Board of Directors of the Borrower in its good faith judgment, to make payments of cash interest on Loans after the fifth anniversary of the Closing Date;
(6) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business;
(v7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired of the nature described in clause (a)(iii) above on the property so acquiredSection 6.11(a)(3);
(vi) any 8) an agreement entered into for the sale or other disposition of Equity Interests Capital Stock or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict or the sale granting of assetsan option to purchase specified assets (in either case, distributionsso long as such encumbrance or restriction, loans by its terms, terminates on the earlier of the termination of such agreement or transfers by that Restricted Subsidiary pending the consummation of such sale agreement and so long as such restriction applies only to the Capital Stock or other dispositionassets to be sold);
(vii9) Permitted Refinancing Indebtedness, ; provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Permitted Liens securing Indebtedness permitted to be incurred under Section 4.12 of the Borrower or Liens securing Indebtedness of any Restricted Subsidiary, in each case, that limit the right of the debtor to dispose of the assets subject to such LiensLien;
(xiii11) any restriction customary limitations on cash the disposition or other deposits distribution of assets or net worth provisions property in leases joint venture agreements and other similar agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i12) any Purchase Money Note, or other Indebtedness or contractual requirements of a Receivables Subsidiary in connection with a Qualified Securitization Transaction; provided that such encumbrance restrictions only apply to such Receivables Subsidiary;
(13) cash or restriction consisting other deposits or net worth imposed by customers or agreements entered into in the ordinary course of business;
(14) customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and joint venture agreements;
(ii15) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Foreign Restricted Subsidiary permitted to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgagesbe incurred under this Agreement; and
(xv16) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the agreements, contracts, instruments or obligations referred to in clauses (i1) through (xiii15) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are are, in the good faith judgment of the Borrower's Board of Directors, not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than the encumbrances dividend or other payment restrictions contained in the contracts, agreements, instruments or obligations referred to in clauses (1) through (15) above prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; provided further, however, that with respect to contracts, agreements, instruments or obligations existing on the Closing Date, any such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings contain, in the good faith judgment of the Borrower's Board of Directors, dividend and other payment restrictions that are not materially more restrictive, taken as a whole, than such restrictions contained in such contracts, instruments or obligations as in effect on the Closing Date.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (x) pay dividends or make any other distributions on its Capital Stock to the Company or any of the Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its Restricted Subsidiaries on its Capital Interests profits, or (y) pay any Indebtedness owed to the Company or any of its the Restricted Subsidiaries;
(ii) make loans or advances to the Company or any of its the Restricted Subsidiaries; or
(iii) transfer any of its properties or assets to the Company or any of its the Restricted Subsidiaries.
(b) The foregoing However, the restrictions will set forth in Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of:
(i) this Indentureagreements governing Existing Indebtedness, the Credit Facilities and the Notes as in effect on the date hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided, that, the Note Guaranteesamendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date hereof;
(ii) this Indenture and the Notes;
(iii) applicable law, rule, regulation, license, permit, order regulation or similar restrictionorder;
(iiiiv) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its the Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(ivv) customary non-assignment provisions in leases, contracts, licenses and other agreements of any contract or agreement entered into in the ordinary course of businessbusiness and customary provisions restricting subletting or transfer of any interest in real or personal property contained in any lease or easement agreement of the Company or any Restricted Subsidiary;
(vvi) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on that property of the nature described in clause (a)(iiiSection 4.08(a)(iii) above on the property so acquiredhereof;
(vivii) any agreement for the sale or other disposition of Equity Interests all or substantially all of the assets or Capital Stock of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers restricts distributions by that Restricted Subsidiary pending such its sale or other dispositiondisposition of all or substantially all of the assets or Capital Stock of such Restricted Subsidiary;
(viiviii) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness with respect to dividends and other payments are no not materially more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiiix) any restriction on cash provisions with respect to the disposition or other deposits distribution of assets or net worth provisions property in leases joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;
(xivxi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(xii) any Indebtedness incurred in compliance with Section 4.09 hereof by any Foreign Subsidiary or any Guarantor, or any agreement pursuant to which such Indebtedness is issued, if the encumbrance or restriction applies only to such Foreign Subsidiary or Guarantor and only in the event of a payment default or default with respect to clause a financial covenant contained in the Indebtedness or agreement and the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (a)(iiias determined by the Board of Directors of the Company) and the Board of this Section 4.08, (i) Directors of the Company determines that any such encumbrance or restriction consisting of customary nonassignment, subletting will not materially affect the Company’s ability to pay interest or transfer provisions in leases governing leasehold interests to principal on the extent such provisions restrict the transfer of the lease or the property leased thereunderNotes; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; andor
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided an arrangement or circumstance arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that does not, individually or in the encumbrances aggregate, detract from the value of property or restrictions assets of the Company or any Restricted Subsidiary in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements any manner material to the Company or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingany Restricted Subsidiary.
Appears in 1 contract
Sources: Indenture (Geo Group Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
to (i) (xi)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Interests Stock or (y2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing restrictions will not apply to , except for such encumbrances or restrictions existing under or by reason of:
(i1) Existing Indebtedness;
(2) this Indenture, the Notes or Securities and the Note Security Guarantees;
(ii) applicable law, rule, regulation, license, permit, order or similar restriction;
(iii3) any agreement or other instrument governing Indebtedness (including Acquired Debt) or Capital Interests of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was incurred or issued but not created in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments ;
(provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained 4) purchase money obligations (including Capital Lease Obligations) for property acquired in the agreements governing such original agreement or instrument); provided ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired;
(5) restrictions created in connection with any Receivables Facility that, in the case good faith determination of Indebtednessthe Board of Directors or senior management of the Company, are necessary or advisable to effect such Indebtedness was permitted by the terms of this Indenture to be incurredReceivables Facility;
(iv6) non-assignment provisions in the case of clause (iii) above, any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment, or transfer of any property or asset that is subject to a lease, license or similar contract, (2) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture or (3) contained in security agreements or mortgages securing Indebtedness to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements or mortgages;
(7) contracts for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(8) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to the New Credit Facility and its related documentation;
(9) restrictions on cash or other deposits or net worth imposed by leases, contracts, licenses and credit agreements or other agreements entered into in the ordinary course of business;
(v10) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iii) above on the property so acquired;
(vi) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other disposition;
(vii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv11) any encumbrances or restrictions created with respect to Senior Indebtedness of the Company or its Restricted Subsidiaries or Indebtedness of Foreign Subsidiaries or Insurance Subsidiaries permitted to be Incurred subsequent to the Closing Date pursuant to Section 4.03; and
(12) any encumbrances or restrictions of the type referred to in clauses (i), (ii) and (iii) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i1) through (xiii12) above; , provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially are, in the good faith judgment of the Company, no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the encumbrances dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
to (a) (i) (x) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (A) on its Capital Interests Stock or (yB) with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (iib) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (iiic) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing restrictions will not apply to , except for such encumbrances or restrictions existing under or by reason of:
of (i1) Existing Indebtedness as in effect on the date of this Indenture, (2) the Notes Credit Agreement as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancing thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive in the Note Guarantees;
aggregate with respect to such dividend and other payment restrictions than those contained in the Credit Agreement as in effect on the date of this Indenture, (ii3) this Indenture and the Notes, (4) applicable law, rule, regulation, license, permit, order or similar restriction;
(iii5) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, EBITDA of such Person is not taken as a whole, than those contained into account in the agreements governing determining whether such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness acquisition was permitted by the terms of this Indenture to be incurred;
Indenture, (iv6) customary non-assignment provisions in leases, contracts, licenses and other agreements leases entered into in the ordinary course of business;
business and consistent with past practices, (v7) restrictions on the transfer of property subject to purchase money or capitalized lease obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in otherwise permitted by clause (a)(iiie) above on the property so acquired;
of Section 4.09 hereof, or (vi) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other disposition;
(vii) Permitted 8) permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, restrictive in the aggregate than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Indenture (Iron Mountain Inc /De)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (x) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on its Capital Interests Subsidiaries, or (y) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(iii) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing However, the preceding restrictions in Section 10.9(a) will not apply to encumbrances or restrictions existing under or under, by reason ofof or with respect to:
(i) the Senior Credit Agreement, any Existing Indebtedness, Capital Stock or any other agreements or instruments, in each case, in effect on the Issue Date and any amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings thereof; provided that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of the Chief Executive Officer and the Chief Financial Officer of the Company, no more restrictive, taken as a whole, than those contained in the applicable agreements or instruments as in effect on the Issue Date;
(ii) this Indenture, the Notes or and the Note Subsidiary Guarantees;
(iiiii) applicable law, rule, regulation, licenseorder, permitapproval, order permit or similar restriction;
(iiiiv) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, acquired and any amendments, restatements, modifications, restatements, renewals, extensions, supplements, increases, refundings, replacements or refinancings of thereof; provided, that the encumbrances and restrictions in any such agreements or instruments (provided that the amendments, restatements, modifications, restatements, renewals, extensions, supplements, increases, refundings, replacements or refinancings are are, in the reasonable good faith judgment of the Chief Executive Officer and the Chief Financial Officer of the Company, no more restrictive, taken as a whole, than those contained in effect on the agreements governing such original agreement or instrument)date of the acquisition; provided provided, further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(ivv) customary non-assignment provisions in leases, contracts, leases and licenses and other agreements (including, without limitation, licenses of intellectual property) entered into in the ordinary course of business;
(v) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iii) above on the property so acquired;
(vi) any agreement for the sale or other disposition of the Equity Interests in, or all or substantially all of the properties or assets of of, a Restricted Subsidiary or an agreement entered into for Subsidiary, that restricts distributions by the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that applicable Restricted Subsidiary pending such the sale or other disposition;
(vii) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under the provisions of Section 4.12 10.13 that limit the right of the debtor to dispose of the assets subject to such Liens;
(ix) the issuance of preferred stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such preferred stock is permitted pursuant to Section 10.10 and the terms of such preferred stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such preferred stock prior to paying any dividends or making any other distributions on such other Capital Stock);
(x) other Indebtedness of the Company or any of its Restricted Subsidiaries permitted to be incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with Section 10.10; provided that the provisions relating to such encumbrance or restriction contained in such Indebtedness are not materially less favorable to the Company and its Restricted Subsidiaries, taken as a whole, in the reasonable good faith judgment of the Chief Executive Officer and Chief Financial Officer of the Company, than the provisions contained in the Senior Credit Agreement as in effect on the Issue Date;
(xi) Indebtedness incurred or Capital Stock issued by any Restricted Subsidiary, provided that the restrictions contained in the agreements or instruments governing such Indebtedness or Capital Stock (A) apply only in the event of a payment default or a default with respect to a financial covenant in such agreement or instrument or (B) will not materially affect the Company’s ability to pay all principal, interest and premium, if any, on the Notes, in the reasonable good faith judgment of the Chief Executive Officer and Chief Financial Officer of the Company;
(xii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest;
(xiii) any restriction Hedging Obligations permitted from time to time under this Indenture;
(xiv) restrictions on cash or other deposits or net worth provisions in leases and other agreements imposed by customers under contracts entered into in the ordinary course of business;; and
(xivxv) with respect only to encumbrances or restrictions of the type referred to in clause (a)(iiiiii) of this Section 4.08, 10.9(a):
(iA) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer nonassignment provisions (including provisions forbidding subletting) in leases governing leasehold interests or Farm-In Agreements or Farm-Out Agreements relating to leasehold interests in oil and gas properties to the extent such provisions restrict the transfer of the lease or lease, the property leased thereunderthereunder or the other interests therein;
(B) provisions limiting the disposition or distribution of assets or property in, or transfer of Capital Stock of, joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into (1) in the ordinary course of business, or (2) with the approval of the Company’s Board of Directors, which limitations are applicable only to the assets, property or Capital Stock that are the subject of such agreements; and and
(iiC) encumbrance or restrictions contained in Capital Lease Obligations, security agreements, pledges mortgages, purchase money agreements or mortgages securing Indebtedness of a Restricted Subsidiary similar instruments to the extent such restrictions restrict encumbrance or restriction restricts the transfer of the property (including Capital Stock) subject to such Capital Lease Obligations, security agreements, pledges mortgages, purchase money agreements or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingsimilar instruments.
Appears in 1 contract
Sources: Fourth Supplemental Indenture (Oasis Petroleum Inc.)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (xa) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Interests profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(iib) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(iiic) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing . However, the preceding restrictions will shall not apply to encumbrances or restrictions existing under or by reason of:
(ia) agreements governing Existing Indebtedness and Credit Facilities as in effect or proposed to be entered into on the date hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of such instrument are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreement on the date hereof;
(b) this Indenture, the Notes or and the Note Guarantees;
(iid) applicable law, rule, regulation, license, permit, order law or similar restrictionother restrictions imposed by governmental entities in foreign countries;
(iiie) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(ivf) customary non-assignment provisions in leases, contracts, licenses and other agreements leases entered into in the ordinary course of businessbusiness and consistent with past practices;
(vg) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on that property of the nature described in clause (a)(iiic) above on of the property so acquiredpreceding paragraph;
(vih) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers restricts distributions by that Restricted Subsidiary pending such its sale or other disposition;
(viii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xiij) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiiik) any restriction on cash Purchase Money Note or other deposits Indebtedness or net worth other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity;
(l) provisions with respect to the disposition or distribution of assets or property in leases joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xvm) any encumbrances restrictions on cash or restrictions other deposits or net worth imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings customers under contracts entered into in the ordinary course of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingbusiness.
Appears in 1 contract
Sources: Indenture (Plastipak Holdings Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Guarantor to:
(i1) (xa) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Interests Stock, or (yb) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(iii3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(i1) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Secured Facilities and the related documentation and Hedging Obligations and any related documentation (or, in each case, any amendment, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings);
(2) this Indenture, the Notes or and the Note Guarantees;
(ii3) applicable law, rule, regulation, license, permit, order or similar restrictionpurchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in Section 4.08(a)(3) herein on the property so acquired;
(iii4) applicable law or any applicable rule, regulation or order;
(5) any agreement or other instrument (including an instrument governing Indebtedness (including Acquired DebtCapital Stock or Indebtedness) or Capital Interests of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect existence at the time of such acquisition (except to or at the extent such Indebtedness time it merges with or Capital Interest was incurred into the Company or issued any of its Restricted Subsidiaries or assumed in connection with or the acquisition of assets from such Person (but, in any such case, not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements acquired or refinancings of any such agreements the property or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurredassets so assumed;
(iv6) non-assignment provisions in leasescontracts for the sale of assets, contracts, licenses including customary restrictions with respect to a Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;
(7) Secured Indebtedness otherwise permitted to be incurred pursuant to Sections 4.09 and 4.12 herein;
(8) restrictions on cash or other agreements deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(v9) purchase money obligations for property acquired in other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred subsequent to the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iii) above on the property so acquiredIssue Date pursuant to Section 4.09 herein;
(vi10) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other disposition;
(vii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only agreements or arrangements relating solely to the assets that are the subject of such agreementsjoint venture;
(ix11) restrictions customary provisions contained in Indebtedness leases, licenses or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendmentssimilar agreements, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, including with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases intellectual property and other agreements agreements, in each case, entered into in the ordinary course of business;
(xiv12) restrictions created in connection with respect any Receivables Facility or Factoring Program that, in the good faith determination of the Company are necessary or advisable to clause effect the transactions contemplated under such Receivables Facility or Factoring Program;
(a)(iii13) non-assignment provisions of this Section 4.08, any contract or any lease of any Restricted Subsidiary entered into in the ordinary course of business;
(i14) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the lease holder of such Lien;
(15) any agreement or instrument governing Capital Stock of any Person that is acquired;
(16) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Company or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges assets of the Company or mortgages securing Indebtedness of a such Restricted Subsidiary to that are the extent such restrictions restrict the transfer of the property subject to such security agreementsagreement, pledges the payment rights arising thereunder or mortgages; andthe proceeds thereof and does not extend to any other asset or property of the Company or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary;
(xv17) any encumbrances or restrictions of the type referred to in clauses (1) and (2) of Section 4.08(a) to the extent that such encumbrances or restrictions do not materially adversely affect the consolidated cash position of the Company or Guarantors;
(18) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of Section 4.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i1) through (xiii16) aboveof Section 4.08(b); provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are are, in the good faith judgment of the Company, either (i) not materially more restrictive, restrictive with respect to such encumbrance and other restrictions taken as a whole, whole than the encumbrances or restrictions those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing, or (ii) ordinary and customary with respect to such instruments and obligations at the time of such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; or
(19) restrictions and conditions on any Restricted Subsidiary organized in jurisdictions where such restrictions are customary, including the People’s Republic of China, or any state or other political subdivision thereof.
Appears in 1 contract
Sources: Indenture (Element Solutions Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall Parent Guarantor will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (x1) pay dividends or make any other distributions on its Capital Stock to the Company Parent Guarantor or any of its Restricted Subsidiaries on its Capital Interests or (y) pay any Indebtedness liabilities owed to the Company Parent Guarantor or any of its Restricted Subsidiaries;
(ii2) make loans or advances to the Company Parent Guarantor or any of its Restricted Subsidiaries; or
(iii3) transfer any of its properties or assets to the Company Parent Guarantor or any of its Restricted Subsidiaries.
(b) The foregoing However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason ofrestrictions:
(i1) this Indentureexisting under, by reason of or with respect to the Notes or the Note Guarantees;
(ii) applicable lawCredit Agreement, rule, regulation, license, permit, order or similar restriction;
(iii) any instrument governing Existing Indebtedness (including Acquired Debt) or Capital Interests of a Person acquired by the Company or any of its Restricted Subsidiaries as other agreements in effect at on the time of such acquisition (except to the extent such Indebtedness or Capital Interest was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, Issue Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings of any such agreements or instruments (thereof; provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing Credit Agreement, Existing Indebtedness or such original agreement other agreements, as the case may be, as in effect on the Issue Date;
(2) set forth in the Indenture, the Securities and the Security Guarantees;
(3) existing under, by reason of or instrument)with respect to applicable law;
(4) with respect to any Person or the property or assets of a Person acquired by the Parent Guarantor or any of its Restricted Subsidiaries existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person, or the property or assets of the Person so acquired and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof; provided thatthat the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those in effect on the date of the acquisition;
(5) in the case of Indebtednessclause (3) of Section 4.6(a):
(A) restricting in a customary manner the subletting, such Indebtedness was permitted by the terms assignment or transfer of this Indenture to be incurredany property or asset that is a lease, license, conveyance or contract or similar property or asset;
(ivB) non-assignment provisions in leasesexisting by virtue of any transfer of, contractsagreement to transfer, licenses and other agreements entered into in option or right with respect to, or Lien on, any property or assets of the ordinary course of businessParent Guarantor or any Restricted Subsidiary thereof not otherwise prohibited by this Indenture;
(vC) arising or existing by reason of construction loans or purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of Obligations, in each case to the nature described in clause (a)(iii) above on the property so acquiredextent permitted under this Indenture;
(viD) restricting in a customary manner the transfer of intellectual property in connection with licenses of such intellectual property in the ordinary course of business;
(E) existing under or by reason of provisions with respect to the disposition or distribution of assets or property in Joint Venture agreements and other similar agreements, in each case to the extent permitted under this Indenture, so long as any such encumbrances or restrictions are not applicable to any Person (to its property or assets) other than such Joint Venture or a Subsidiary thereof; or
(F) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Parent Guarantor or any Restricted Subsidiary thereof in any manner material to the Parent Guarantor or any Restricted Subsidiary thereof;
(6) existing under, by reason of or with respect to any agreement for the sale or other disposition of Equity Interests all or substantially all of the Capital Stock of, or property or assets of of, a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers distributions by that Restricted Subsidiary pending such sale or other disposition;
(vii7) Permitted Refinancing Indebtednesson cash or other deposits or net worth imposed by customers or required by utility, insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business;
(8) the issuance of Preferred Stock by a Restricted Subsidiary of the Parent Guarantor or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such Preferred Stock is permitted pursuant to Section 4.3 hereof and the restrictions contained terms of such Preferred Stock do not expressly restrict the ability of such Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such Preferred Stock prior to paying any dividends or making any other distributions on such other Capital Stock);
(9) in the agreements terms of any Indebtedness of any Foreign Subsidiary or any agreement pursuant to which such Indebtedness was Incurred, if either (A) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant in such Indebtedness or agreement or (B) the Parent Guarantor determines that any such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the Securities, as determined in good faith by the Board of Directors of the Parent Guarantor, whose determination shall be conclusive; and
(10) in any other agreement governing Indebtedness of the Company or any Guarantor of the Company that is permitted to be Incurred by Section 4.3 hereof; provided, however, that such Permitted Refinancing Indebtedness encumbrances or restrictions are no not materially more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition Indenture or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect it exists on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingIssue Date.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:
(a) (i) (xi) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Interests Stock or (y2) with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(iib) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(iiic) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing restrictions will not apply to ; except in each case for such encumbrances or restrictions existing under or by reason of:
(i) this Indenturecontractual encumbrances or restrictions as in effect on the Issue Date, including pursuant to the Notes Credit Agreement and Existing Indebtedness, and any amendments, modifications, restatements, renewals, increases, extensions, supplements, refundings, replacements or refinancings thereof; provided that the Note Guaranteesencumbrances and restrictions in any such amendments, modifications, restatements, renewals, increases, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those in effect on the Issue Date;
(ii) applicable law(a) this Indenture, rule, regulation, license, permit, order or similar restriction(b) the Notes (and any Exchange Notes related thereto) and (c) Guarantees of the Notes (and any Exchange Notes related thereto);
(iii) applicable law or any applicable rule, regulation or order;
(iv) any agreement or other instrument governing Indebtedness (including Acquired Debt) or Capital Interests of a Person acquired by the Company or any of its Restricted Subsidiaries as Subsidiary which was in effect existence at the time of such acquisition (except to or at the extent such Indebtedness time it merges with or Capital Interest was incurred into the Company or issued any of its Restricted Subsidiaries or assumed in connection with or the acquisition of assets from such Person (but, in any such case, not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements acquired or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurredassets so assumed;
(ivv) non-assignment any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(vi) any agreements creating a Lien securing Indebtedness otherwise permitted to be incurred pursuant to Section 4.13, to the extent limiting the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Liens;
(vii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(viii) customary provisions with respect to dispositions or distributions of assets or property in leasesjoint venture agreements, contractsasset sale agreements, licenses stock sale agreements and other similar agreements entered into in the ordinary course of business;
(vix) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described discussed in clause (a)(iiic) above on the property so acquired;
(vix) any agreement for the sale or customary provisions contained in leases, licenses and other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement similar agreements entered into for in the sale ordinary course of specified assets business that restrict impose restrictions of the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending type described in clause (c) above on the property subject to such sale or other dispositionlease;
(viixi) Permitted Refinancing other Indebtedness, provided Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the Company that is (a) Incurred by a Guarantor subsequent to the Issue Date pursuant to Section 4.03 or (b) Incurred by a Foreign Subsidiary of the Company subsequent to the Issue Date pursuant to Section 4.03; provided, in the case of clause (a), (i) such encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being Incurred and (ii) such encumbrances or restrictions will not materially affect the Issuer’s ability to make payments of principal or interest payments on the Notes, as determined at the time such Indebtedness, Disqualified Stock or Preferred Stock is Incurred in good faith by the chief financial officer, chief accounting officer or treasurer of the Company;
(xii) Refinancing Indebtedness permitted under the terms of this Indenture; provided, that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Receivables Subsidiary to the extent effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions restrict the transfer of the property subject apply only to such security agreements, pledges or mortgagesReceivables Subsidiary; and
(xvxiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any extensions, amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such extensions, amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially are, in the good faith judgment of the Company, no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the encumbrances dividend or other payment restrictions prior to such extension, amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Indenture (Acco Brands Corp)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (x) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Interests or (y) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of:
(i) this Indenture, the Notes or the Note Guarantees;
(ii) applicable law, rule, regulation, license, permit, order or similar restriction;
(iii) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(iv) non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business;
(v) purchase money obligations for property acquired in the ordinary course of business and Capital Finance Lease Obligations that impose restrictions of the nature described in clause (a)(iii) above on the property so acquired;
(vi) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other disposition;
(vii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Indenture (Belden Inc.)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to:
(i) (x1) pay dividends or make any other distributions to the Company on or any in respect of its Restricted Subsidiaries on its Capital Interests or (y) pay any Indebtedness owed Stock to the Company or any of its Restricted Subsidiaries;
(ii2) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of its Restricted Subsidiariesthe Company; or
(iii3) transfer any of its properties property or assets to the Company or any other Restricted Subsidiary of its Restricted Subsidiariesthe Company.
(b) The foregoing restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(i) this Indenture, the Notes or the Note Guarantees;
(ii1) applicable law, rule, rule regulation, license, permit, order decree or similar restrictionorder;
(iii2) the Notes and the related Note Guarantees and this Indenture;
(3) customary subletting and non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company;
(4) any agreement or instrument (including those governing Indebtedness (including Acquired DebtIndebtedness) or Capital Interests Stock) of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property properties or assets of the Person, or the Capital Stock of the Person, so acquired, ;
(5) contractual encumbrances or restrictions in effect on the Issue Date;
(6) the Existing Credit Facilities and any amendmentsrelated documentation or an agreement governing other Indebtedness permitted to be incurred under this Indenture; provided that, modificationswith respect to any agreement governing such other Indebtedness, restatements, renewals, supplements, refundings, replacements the provisions relating to such encumbrance or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictiverestriction, taken as a whole, are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in its reasonable and good faith judgment than those the provisions contained in the agreements governing such original agreement Existing Credit Facilities or instrument); provided that, this Indenture as in effect on the case Issue Date;
(7) restrictions on the transfer of Indebtedness, such Indebtedness was assets subject to any Lien permitted under this Indenture imposed by the terms holder of such Lien;
(8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to be incurredany Person pending the closing of such sale;
(iv9) non-assignment provisions in leases, contracts, licenses and restrictions imposed by agreements governing obligations of Foreign Restricted Subsidiaries which are permitted under this Indenture;
(10) restrictions on cash or other agreements deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(v11) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iii) above on the property so acquired;
(vi) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other disposition;
(vii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only agreements (in each case relating solely to the assets that are respective joint venture or similar entity or the subject of such agreements;
(ixequity interests therein) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(xiv12) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing agreements evidencing Indebtedness of a Restricted Subsidiary that is not a Guarantor that is permitted under this Indenture for so long as such Restricted Subsidiary is not a Guarantor;
(13) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted under this Indenture;
(14) customary restrictions arising in connection with cash or other deposits in connection with Liens permitted under this Indenture;
(15) customary restrictions contained in agreements with surety companies that waive or prohibit subrogation claims and/or prohibit parties to such agreements from collecting obligations to the extent applicable surety company have been paid or satisfied, in each case after a claim is made upon such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgagessurety company; and
(xv16) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, restructurings, replacements or refinancings of the contractsthose agreements, instruments or obligations referred to in clauses (i2) and (4) through (xiii14) above; provided provided, however, that the encumbrances provisions relating to such encumbrance or restrictions restriction contained in any such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictiveagreements, taken as a whole, are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the encumbrances or restrictions prior provisions relating to such amendmentencumbrance or restriction contained in agreements referred to in such clauses (2) and (4) through (14) above. Nothing contained in this Section 4.08 shall prevent the Company or any of its Restricted Subsidiaries from (1) creating, modificationincurring, restatement, renewal, increase, supplement, refunding, replacement assuming or refinancingsuffering to exist any Liens otherwise permitted by Section 4.12 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.
Appears in 1 contract
Sources: Indenture (Tennant Co)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (aA) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Interests profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(iii3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(bB) The foregoing However, the preceding restrictions will shall not apply to encumbrances or restrictions existing under or under, by reason ofof or with respect to:
(i1) the Credit Agreement, Existing Indebtedness or any other agreements in effect on the date hereof and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those in effect on the date hereof;
(2) this Indenture, the Notes or and the Note Subsidiary Guarantees;
(ii3) applicable law, rule, regulation, license, permit, order or similar restriction;
(iii4) any instrument governing Indebtedness (including Acquired Debt) Person, or Capital Interests the property or assets of a Person such Person, acquired by the Company or any of its Restricted Subsidiaries as in effect Subsidiaries, existing at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was and not incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, Person or the properties or assets of any Person, other than the Person, or the property or assets of the such Person, so acquired, acquired and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings of any such agreements or instruments (thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in effect on the agreements governing such original agreement or instrument); provided that, date of the acquisition;
(5) in the case of Section 4.13(A)(3):
(a) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset,
(b) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture, or
(c) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, such Indebtedness was permitted by and that do not, individually or in the terms aggregate, detract from the value of this Indenture property or assets of the Company or any Restricted Subsidiary in any manner material to be incurredthe Company or any Restricted Subsidiary;
(iv6) non-assignment customary provisions in leasespartnership agreements, contractslimited liability company organizational governance documents, licenses joint venture agreements and other similar agreements entered into in the ordinary course of businessbusiness that restrict the transfer of ownership interests in or the payment of dividends or distributions from such partnership, limited liability company, joint venture or similar Person;
(v) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iii) above on the property so acquired;
(vi7) any agreement for the sale or other disposition of Equity Interests all or substantially all of the Capital Stock of, or property and assets of of, a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other dispositionSubsidiary;
(vii) 8) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii9) provisions limiting contained in the disposition terms of any Indebtedness or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, any agreement pursuant to which limitation is applicable only to the assets that are the subject of such agreements;Indebtedness was issued if:
(ixa) restrictions the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or Capital Interests of Foreign Subsidiaries;agreement,
(xb) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements encumbrance or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are restriction is not materially more restrictive, taken disadvantageous to the Holders of the Notes than is customary in comparable financings (as a whole, with respect to such encumbrances and restrictions than those contained determined by the Company in those agreements on the date of this Indenture;good faith) and
(xiic) Liens securing Indebtedness permitted to be incurred under Section 4.12 the Company determines that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are will not materially more restrictive, taken as a whole, than affect the encumbrances Company’s ability to make principal or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancinginterest payments on the Notes.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on its Capital Interests Subsidiaries, or (y) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(iii3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing restrictions provisions of paragraph (a) will not apply to encumbrances or restrictions existing under or under, by reason ofof or with respect to:
(i1) this the Senior Credit Agreement, any Existing Indebtedness, Capital Stock or any other agreements or instruments, in each case as in effect on the Issue Date and any amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings thereof; provided that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of the Chief Executive Officer and Chief Financial Officer of the Company, no more restrictive, taken as a whole, than those contained in the applicable agreements or instruments as in effect on the Issue Date;
(2) the Indenture, the Notes or and the Note Subsidiary Guarantees;
(ii3) applicable law, rule, regulation, licenseorder, permitapproval, order permit or similar restriction;
(iii4) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, acquired and any amendments, restatements, modifications, restatements, renewals, extensions, supplements, increases, refundings, replacements or refinancings of thereof; provided, that the encumbrances and restrictions in any such agreements or instruments (provided that the amendments, restatements, modifications, restatements, renewals, extensions, supplements, increases, refundings, replacements or refinancings are are, in the reasonable good faith judgment of the Chief Executive Officer and Chief Financial Officer of the Company, no more restrictive, taken as a whole, than those contained in effect on the agreements governing such original agreement or instrument)date of the acquisition; provided provided, further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this the Indenture to be incurred;
(iv5) customary non-assignment provisions in leases, contracts, leases and licenses and other agreements (including, without limitation, licenses of intellectual property) entered into in the ordinary course of business;
(v) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iii) above on the property so acquired;
(vi6) any agreement for the sale or other disposition of the Equity Interests in, or all or substantially all of the properties or assets of of, a Restricted Subsidiary or an agreement entered into for Subsidiary, that restricts distributions by the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that applicable Restricted Subsidiary pending such the sale or other disposition;
(vii7) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) 8) Liens securing Indebtedness permitted to be incurred under Section 4.12 4.08 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii9) the issuance of preferred stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such preferred stock is permitted pursuant to Section 4.06 and the terms of such preferred stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such preferred stock prior to paying any dividends or making any other distributions on such other Capital Stock);
(10) other Indebtedness of the Company or any of its Restricted Subsidiaries permitted to be incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with Section 4.06; provided that the provisions relating to such encumbrance or restriction contained in such Indebtedness are not materially less favorable to the Company and its Restricted Subsidiaries, taken as a whole, in the reasonable good faith judgment of the Chief Executive Officer and Chief Financial Officer of the Company, than the provisions contained in the Senior Credit Agreement as in effect on the Issue Date;
(11) Indebtedness incurred or Capital Stock issued by any Restricted Subsidiary, provided that the restrictions contained in the agreements or instruments governing such Indebtedness or Capital Stock (A) apply only in the event of a payment default or a default with respect to a financial covenant in such agreement or instrument or (B) will not materially affect the Company’s ability to pay all principal, interest and premium, if any, on the Notes, in the reasonable good faith judgment of the Chief Executive Officer and Chief Financial Officer of the Company;
(12) customary provisions restricting subletting or assignment of any lease governing a leasehold interest;
(13) Hedging Obligations permitted from time to time under the Indenture;
(14) restrictions on cash or other deposits or net worth provisions in leases and other agreements imposed by customers under contracts entered into in the ordinary course of business;; and
(xiv15) with respect only to encumbrances or restrictions of the type referred to in clause (a)(iii3) of this Section 4.08, paragraph (ia):
(A) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer nonassignment provisions (including provisions forbidding subletting) in leases governing leasehold interests or Farm-In Agreements or Farm-Out Agreements relating to leasehold interests in oil and gas properties to the extent such provisions restrict the transfer of the lease or lease, the property leased thereunder; thereunder or the other interests therein;
(B) provisions limiting the disposition or distribution of assets or property in, or transfer of Capital Stock of, joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into (i) in the ordinary course of business, or (ii) encumbrance with the approval of the Company’s Board of Directors, which limitations are applicable only to the assets, property or restrictions contained in Capital Stock that are the subject of such agreements; and
(C) Capital Lease Obligations, security agreements, pledges mortgages, purchase money agreements or mortgages securing Indebtedness of a Restricted Subsidiary similar instruments to the extent such restrictions restrict encumbrance or restriction restricts the transfer of the property (including Capital Stock) subject to such Capital Lease Obligations, security agreements, pledges mortgages, purchase money agreements or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingsimilar instruments.
Appears in 1 contract
Sources: Indenture (PDC Energy, Inc.)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:
: (i) (xi)(A) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Interests Stock or (yB) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
; (ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing restrictions will not apply to , except for such encumbrances or restrictions existing under or by reason of:
of (ia) this Existing Indebtedness, as in effect on the date of the Indenture; (b) the Credit Facility as in effect on the date of the Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not more restrictive in the Notes or aggregate than those contained in the Note Guarantees;
Credit Facility as in effect on the date of the Indenture; (iic) the Indenture and the Notes; (d) applicable law, rule, regulation, license, permit, order or similar restriction;
; (iiie) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries Subsidiaries, as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was incurred or issued in connection with with, or in contemplation of of, such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this the Indenture to be incurred;
; (ivf) customary non-assignment provisions in leases, contracts, licenses leases and other agreements entered into in the ordinary course of business;
business and consistent with past practices; (vg) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iiiiii) above on the property so acquired;
; (vi) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other disposition;
(viih) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, restrictive in the aggregate than those contained in the agreements governing the Indebtedness being refinanced;
; (viiii) provisions limiting an agreement that has been entered into for the sale or disposition of all or distribution substantially all of assets the Equity Interests or property in joint venture agreements, partnership agreements, or assets of a Restricted Subsidiary; provided that such restrictions are limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets Restricted Subsidiary that are is the subject of such agreements;
agreement; or (ixj) restrictions in Indebtedness or Capital Interests of applicable to any Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect Subsidiary pursuant to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(xiv) with respect pursuant to clause (a)(iiix) of this the second paragraph of Section 4.084.09 hereof; provided that such restrictions shall be limited to customary net worth, (i) any leverage, cash flow and other financial ratios applicable to such encumbrance or restriction consisting Foreign Subsidiary, customary restrictions on mergers and consolidations involving such Foreign Subsidiary, customary restrictions on transactions with affiliates of such Foreign Subsidiary and customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to subordinating the extent payment of intercompany Indebtedness owed by such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Foreign Subsidiary to the extent such restrictions restrict the transfer Company or any of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.its Restricted
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (x) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on its Capital Interests Subsidiaries, or (y) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(iii) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing restrictions provisions of paragraph (a) will not apply to encumbrances or restrictions existing under or under, by reason ofof or with respect to:
(i) this Indenturethe Senior Credit Agreement and any agreement entered into in connection therewith in effect on the Issue Date and any amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings thereof; provided that the Notes encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the Note Guaranteesreasonable good faith judgment of the Chief Executive Officer and the Chief Financial Officer of the Company, no more restrictive, taken as a whole, than those contained in the applicable agreements or instruments as in effect on the Issue Date;
(ii) the Note Documents;
(iii) applicable law, rule, regulation, licenseorder, permitapproval, order permit or similar restriction;
(iiiiv) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, acquired and any amendments, restatements, modifications, restatements, renewals, extensions, supplements, increases, refundings, replacements or refinancings of any such agreements or instruments (thereof; provided that the encumbrances and restrictions in any such amendments, restatements, modifications, restatements, renewals, extensions, supplements, increases, refundings, replacements or refinancings are no are, in the reasonable good faith judgment of the Chief Executive Officer and Chief Financial Officer of the Company, not materially more restrictive, taken as a whole, than those contained in effect on the agreements governing such original agreement or instrument)date of the acquisition; provided further that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(ivv) customary non-assignment provisions in contracts, leases, contracts, licenses and other agreements sublicenses (including, without limitation, licenses of intellectual property) entered into in the ordinary course of business;
(v) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions provisions restricting subletting or assignment of any lease governing a leasehold interest (including leases governing leasehold interests or Farm-In Agreements or Farm-Out Agreements) relating to leasehold interests in oil and gas properties) of the nature described in clause (a)(iii) above on the property so acquiredCompany or any Restricted Subsidiary;
(vi) any agreement for the sale or other disposition of the Equity Interests in, or all or substantially all of the properties or assets of of, a Restricted Subsidiary or an agreement entered into for Subsidiary, that restricts distributions by the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that applicable Restricted Subsidiary pending such the sale or other disposition;
(vii) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no are, in the reasonable good faith judgment of the Chief Executive Officer and Chief Financial Officer of the Company, not materially more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 4.08 that limit the right of the debtor to dispose of the assets subject to such LiensLiens and the security documents relating thereto;
(ix) the issuance of preferred stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such preferred stock is permitted pursuant to Section 4.06 and the terms of such preferred stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such preferred stock prior to paying any dividends or making any other distributions on such other Capital Stock);
(x) instruments governing other Indebtedness of the Company or any of its Restricted Subsidiaries permitted to be incurred in accordance with Section 4.06; provided that the provisions relating to such encumbrance or restriction contained in such Indebtedness are not materially less favorable to the Company and its Restricted Subsidiaries, taken as a whole, in the reasonable good faith judgment of the Chief Executive Officer and Chief Financial Officer of the Company, than the provisions contained in the Senior Credit Agreement or any other agreement described in clause (i) above, as in effect on the Issue Date, or this Indenture;
(xi) Indebtedness incurred or Capital Stock issued by any Restricted Subsidiary in accordance with this Indenture; provided that the restrictions contained in the agreements or instruments governing such Indebtedness or Capital Stock (A) apply only in the event of a payment default or a default with respect to a financial covenant in such agreement or instrument or (B) will not materially affect the Company’s ability to pay all principal, interest and premium, if any, on the Notes, in the reasonable good faith judgment of the Chief Executive Officer and Chief Financial Officer of the Company;
(xii) Hedging Obligations permitted from time to time under this Indenture entered into in the ordinary course of business and not for speculative purposes;
(xiii) any restriction restrictions on cash or other deposits or net worth provisions in leases imposed by customers, suppliers and other agreements entered into landlords or surety, insurance or bonding companies in the ordinary course of business;
(xiv) with respect to clause (a)(iii) provisions limiting the disposition or distribution of this Section 4.08assets or property in, or transfer of Capital Stock in, joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, operating agreements, development agreements, area of mutual interest agreements and other agreements that are customary in the oil and gas business and are entered into (i) any such encumbrance in the ordinary course of business, or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreementswith the approval of the Company’s Board of Directors, pledges or mortgages securing Indebtedness of a Restricted Subsidiary which limitations are applicable only to the extent assets, property or Capital Stock that are the subject of such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances Capital Lease Obligations, security agreements, mortgages, purchase money agreements or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements similar instruments to the extent such encumbrance or refinancings restriction restricts the transfer of the contracts, instruments or obligations referred to in clauses property (iincluding Capital Stock) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior subject to such amendmentCapital Lease Obligations, modificationsecurity agreements, restatementmortgages, renewal, increase, supplement, refunding, replacement purchase money agreements or refinancingsimilar instruments.
Appears in 1 contract
Sources: Indenture (Rex Energy Corp)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
to (i) (xi)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Interests Stock or (y2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The . However, the foregoing restrictions will shall not apply to encumbrances or restrictions existing under or by reason of:
of (a) Existing Indebtedness as in effect on the date hereof, (b) agreements as in effect as of the date hereof, (c) Indebtedness incurred in accordance with clause (g), (h), (i), (k) or (n) of clause (ii) of Section 4.09 hereof, provided that such encumbrances or restrictions are customary with respect to such types of Indebtedness (as determined in good faith by the Chief Financial Officer of the Company) and provided further that the provisions of such Indebtedness do not prohibit payments by the Company of principal, premium, interest and Additional Amounts pursuant to the terms of the Notes and this Indenture, (e) this Indenture and the Notes or the Note Guarantees;
Notes, (iif) applicable law, rule, regulation, license, permit, order or similar restriction;
(iiig) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendmentsprovided, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
, (ivh) customary non-assignment provisions in leases, contracts, licenses and other agreements leases entered into in the ordinary course of business;
business and consistent with past practices, (vi) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iiiiii) above on the property so acquired;
, (vij) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers restricts distributions by that Restricted Subsidiary pending such its sale or other disposition;
, (viik) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
, (viiil) Liens securing Indebtedness otherwise permitted to be incurred pursuant to the provisions of Section 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien, (m) provisions limiting with respect to the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to agreements entered into in the assets that are the subject ordinary course of such agreements;
business and (ixn) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements imposed by customers under contracts entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to:
(i) (x) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Interests profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing However, the preceding restrictions will shall not apply to encumbrances or restrictions existing under or under, by reason ofof or with respect to:
(i) the Credit Facilities, Existing Indebtedness or any other agreements in effect on the date of this Indenture and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, than those in effect on the date of this Indenture;
(ii) this Indenture, the Notes or and the Note Guarantees;
(iiiii) applicable law, rule, regulation, license, permit, order or similar restriction;
(iiiiv) any instrument governing Indebtedness (including Acquired Debt) Person or Capital Interests the property or assets of a such Person acquired by the Company or any of its Restricted Subsidiaries as in effect Subsidiaries, existing at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was and not incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, Person or the properties or assets of any Person, other than the Person, or the property or assets of the such Person, so acquired, acquired and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings of any such agreements or instruments (thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, than those contained in effect on the agreements governing such original agreement or instrument); provided that, date of the acquisition;
(v) in the case of IndebtednessSection 4.08(a)(iii):
(A) that restrict in a customary manner the subletting, such Indebtedness was permitted assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset,
(B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the terms of Company or its Restricted Subsidiaries not otherwise prohibited by this Indenture to be incurred;or
(ivC) non-assignment provisions in leases, contracts, licenses and other agreements entered into arising or agreed to in the ordinary course of business;
(v) purchase money obligations for property acquired , not relating to any Indebtedness, and that do not, individually or in the ordinary course aggregate, detract from the value of business and Capital Lease Obligations that impose restrictions property or assets of the nature described Company or any of its Restricted Subsidiaries in clause (a)(iii) above on any manner material to the property so acquiredCompany or any of its Restricted Subsidiaries;
(vi) any agreement for the sale or other disposition of Equity Interests all or substantially all of the capital stock of, or property and assets of of, a Restricted Subsidiary or an agreement entered into for of the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other dispositionCompany;
(vii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the any Credit Agreement as in effect on the date of Facility permitted under this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreementsIndenture; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such applicable encumbrances and restrictions than those contained in those the agreement or agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to governing such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings Credit Facility are not materially more restrictive, taken as a whole, than those contained in agreements in effect on the encumbrances date of this Indenture; and
(ix) provisions with respect to distributions or restrictions prior the disposition of assets or property in a joint venture, limited liability company, operating, partnership, shareholder and other similar agreements entered into in the ordinary course of business to develop, own, operate or manage Permitted Businesses with other equity investors in such amendmententities that are no more restrictive, modificationtaken as a whole, restatement, renewal, increase, supplement, refunding, replacement or refinancingthan any such agreements in effect on the date of this Indenture.
Appears in 1 contract
Sources: Indenture (Venture Holdings, Inc.)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall Issuer will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (x) pay dividends or make any other distributions on its Capital Stock (or with respect to any other interest or participation in, or measured by, its profits) to the Company Issuer or any of its Restricted Subsidiaries on its Capital Interests or (y) pay any Indebtedness liabilities owed to the Company Issuer or any of its Restricted Subsidiaries;
(ii) make loans or advances to the Company Issuer or any of its Restricted Subsidiaries; or
(iii) transfer any of its properties or assets to the Company Issuer or any of its Restricted Subsidiaries.
(b) The foregoing However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason ofrestrictions:
(i) existing under, by reason of or with respect to the Revolving Credit Agreement, Existing Indebtedness or any other agreements in effect on the Issue Date;
(ii) set forth in this Indenture, the Notes or and the Note Guarantees;
(iiiii) existing under, by reason of or with respect to applicable law, rule, regulation, license, permit, order or similar restriction;
(iiiiv) with respect to any instrument governing Indebtedness (including Acquired Debt) Person or Capital Interests the property or assets of a Person acquired by the Company Issuer or any of its Restricted Subsidiaries as in effect existing at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was and not incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, Person or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, acquired and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewalsextensions, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained thereof;
(v) set forth in any document governing any secured Indebtedness that limits the agreements governing right of the debtor to dispose of the assets securing such original agreement or instrument); provided that, Indebtedness that is otherwise permitted to be incurred pursuant to Sections 4.09 and 4.12 hereof;
(vi) in the case of Indebtedness, such Indebtedness was permitted by the terms clause (iii) of this Indenture to be incurred;Section 4.08(a):
(ivA) non-that restrict in a customary manner the subletting, assignment provisions in leasesor transfer of any property or asset that is a lease, contractslicense, licenses and other agreements entered into conveyance or contract or similar property or asset,
(B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Issuer or any Restricted Subsidiary thereof not otherwise prohibited by this Indenture, or
(C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Issuer or any Restricted Subsidiary thereof in any manner material to the Issuer or any Restricted Subsidiary thereof;
(vvii) purchase money obligations for property acquired in the ordinary course existing under, by reason of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iii) above on the property so acquired;
(vi) or with respect to any agreement for the sale or other disposition of Equity Interests all or substantially all of the Capital Stock of, or property and assets of of, a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers distributions by that Restricted Subsidiary pending such sale or other disposition;
(vii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) existing under restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions imposed by customers or required by insurance, surety or bonding companies, in leases and other agreements each case, under contracts entered into in the ordinary course of business;
(xivix) with respect existing under joint venture or similar agreements or any Indebtedness permitted to clause be incurred under this Indenture and which the Board of Directors of the Issuer determines in good faith will not materially adversely affect the Issuer’s ability to make payments of principal or interest payments on the Notes;
(a)(iiix) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests restrictions pursuant to any Permitted Receivables Financing;
(xi) existing under the extent such provisions restrict the transfer ground lease between Du Pont and a Subsidiary of the lease or Issuer as in effect on the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgagesIssue Date; and
(xvxii) any encumbrances or restrictions of the type referred to in clauses (i), (ii) and (iii) of Section 4.08(a) hereof imposed by any amendments, modifications, restatements, renewals, increasesextensions, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiiixi) above; of Section 4.08(b) hereof, provided that the encumbrances or and restrictions in any such amendments, modifications, restatements, renewals, increasesextensions, supplements, refundings, replacements replacement or refinancings are not materially no more restrictive, taken as a whole, restrictive than the encumbrances or restrictions those prior to such amendment, modification, restatement, renewal, increaseextension, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Indenture (Western Refining, Inc.)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:
(ia) (xi) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Interests Stock; or (y2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(iib) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(iiic) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing restrictions will not apply to ; except in each case for such encumbrances or restrictions existing under or by reason of:
(i1) contractual encumbrances or restrictions on the Issue Date, including pursuant to the ABL Credit Facility and Existing Indebtedness, and any amendments, modifications, restatements, renewals, increases, extensions, supplements, refundings, replacements or refinancings thereof; provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, increases, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those in effect on the Issue Date;
(2) (A) this Indenture, (B) the Notes, (C) Guarantees of the Notes or and (D) the Note GuaranteesABL Debt Documents and the Secured Debt Documents;
(ii3) applicable law, law or any applicable rule, regulation, license, permit, order regulation or similar restrictionorder;
(iii4) any agreement or other instrument governing relating to Capital Stock of, or any Indebtedness (including Acquired Debt) or Capital Interests of of, a Person acquired by the Company or any of its Restricted Subsidiaries as Subsidiary which was in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was incurred or issued in connection with or but not created in contemplation thereof or to provide all or a portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(iv5) non-assignment any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(6) Secured Debt otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.14 that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions with respect to dispositions or distributions of assets or property in leasesjoint venture agreements, contractsasset sale agreements, licenses stock sale agreements and other similar agreements entered into in the ordinary course of business;
(v9) purchase money and capital lease obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described discussed in clause (a)(iiic) above on the property so acquired;
(vi10) any agreement for the sale or customary provisions contained in leases, licenses and other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement similar agreements entered into for in the sale ordinary course of specified assets business that restrict impose restrictions of the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending type described in clause (c) above on the property subject to such sale or other dispositionlease;
(vii11) Permitted Refinancing customary non-assignment provisions in contracts entered into in the ordinary course of business;
(12) other Indebtedness, provided Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the Company that is Incurred subsequent to the Issue Date pursuant to the covenant described under Section 4.03;
(13) Refinancing Indebtedness permitted under the terms of this Indenture; provided, that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii14) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Receivables Subsidiary to the extent effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions restrict the transfer of the property subject apply only to such security agreements, pledges or mortgagesReceivables Subsidiary; and
(xv15) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any extensions, amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i1) through (xiii14) above; provided that the encumbrances or restrictions in such extensions, amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially are, in the good faith judgment of the Company, no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the encumbrances dividend or other payment restrictions prior to such extension, amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Indenture (Office Depot Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Parent shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (xA) pay dividends or make any other distributions to the Company Parent or any of its Restricted Subsidiaries on its Capital Equity Interests or (yB) pay any Indebtedness owed to the Company Parent or any of its Restricted Subsidiaries;
(ii) make loans or advances to the Company Parent or any of its Restricted Subsidiaries; or
(iii) transfer any of its properties or assets to the Company Parent or any of its Restricted Subsidiaries.
(b) The However, the foregoing restrictions will shall not apply to encumbrances or restrictions existing under or by reason of:
(i) this Indenture, the Notes or Indenture Documents and the Note GuaranteesSecond Lien Credit Agreement;
(ii) applicable law, rule, regulation, license, permit, order rule or similar restrictionregulation or order;
(iii) any instrument governing Indebtedness (including Acquired Debt) or Capital Equity Interests of a Person acquired by the Company Parent or any of its Restricted Subsidiaries or Liens on property or assets acquired by Parent or any of its Restricted Subsidiaries, in each case as in effect at the time of such acquisition (except to the extent such Indebtedness Indebtedness, Equity Interest or Capital Interest Lien was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, Person or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of IndebtednessIndebtedness or Liens, such Indebtedness was or Liens were permitted by the terms of this Indenture to be incurred;
(iv) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business;
(v) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations not incurred in violation of this Indenture that impose restrictions of the nature described in clause (a)(iii) above on the property so acquiredfinanced with such Indebtedness;
(vi) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other disposition;
(vii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Interests profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(iii3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(i1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date;
(2) this Indenture, the Notes or and the Note Guarantees;
(ii3) applicable law, rule, regulationregulation or order (or other governmental approval, license, license or permit, order or similar restriction);
(iii4) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(iv5) customary non-assignment provisions or subletting restrictions in leases, contracts, contracts and licenses and other agreements entered into in the ordinary course of business;
(v6) purchase money obligations and Indebtedness incurred to pay Open Account Obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions restrict the transfer of the nature described in clause (a)(iii) above on the property so acquiredpurchased or leased;
(vi7) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary (including, without limitation, the Capital Stock or an agreement entered into for all or substantially all of the sale assets of specified assets that restrict the sale of assets, distributions, loans or transfers Restricted Subsidiary) that restricts distributions by that Restricted Subsidiary pending such the sale or other dispositiondisposition (which limitation, in the case of a sale or disposition of all or substantially all assets, is applicable only to the property or assets that are the subject of such agreement);
(vii) 8) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii9) Liens securing Indebtedness permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii10) any restriction on cash provisions limiting the disposition or other deposits distribution of assets or net worth provisions property in leases joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, limited liability company organizational documents and other similar agreements entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the property or assets that are the subject of such agreements;
(11) contracts with customers or leases with lessors entered into in the ordinary course of businessbusiness that impose restrictions on cash, Cash Equivalents, marketable securities, or other deposits or net worth;
(xiv12) with respect agreements governing Indebtedness of Foreign Subsidiaries incurred pursuant to clause (a)(iii13) of this Section 4.08, (i4.09(b) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) abovehereof; provided that the Company determines in good faith that such encumbrances and restrictions (x) will not cause the Company to not have the funds necessary to pay the principal of or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings interest on the Notes and (y) are not materially more restrictive, taken as a whole, than is customary in comparable financings;
(13) agreements governing Hedging Obligations incurred in the ordinary course of business and permitted to be incurred under the provisions of the covenant described in Section 4.09 hereof; provided that the Company determines in good faith that such encumbrances and restrictions (x) will not cause the Company to not have the funds necessary to pay the principal of or interest on the Notes and (y) such restrictions are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions applicable to such Restricted Subsidiary than those contained in the agreements covered by clauses (1) or (2) of this paragraph;
(14) any instrument governing any Indebtedness or Capital Stock of any Unrestricted Subsidiary as in effect on the date, if any, that such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary; provided that such encumbrance or restriction is not applicable to any Person, or to the property or assets of any Person, other than such redesignated Restricted Subsidiary and its Subsidiaries (immediately prior to such amendmentredesignation) and their respective properties and assets;
(15) restrictions created in connection with any Qualified Securitization Financing or Receivables Facility that, modificationin the good faith determination of the Company, restatementare necessary or advisable to effect such Securitization Facility or Receivables Facility;
(16) restrictions in effect on the Issue Date that are contained in charter documents or shareholder agreements relating to any Restricted Subsidiary; and
(17) agreements governing other Indebtedness permitted to be incurred under Section 4.09 hereof; provided that the Company determines in good faith that such encumbrances and restrictions (x) will not cause the Company to not have the funds necessary to pay the principal of or interest on the Notes and (y) such restrictions are not materially more restrictive, renewaltaken as a whole, increase, supplement, refunding, replacement with respect to such dividend and other payment restrictions applicable to such Restricted Subsidiary than those contained in the agreements covered by clauses (1) or refinancing(2) of this paragraph.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i1) (xi) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (A) on its Capital Interests Stock or (yB) with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(iii3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing . However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:
(i1) this Indenture, the Notes or the Note GuaranteesExisting Indebtedness;
(ii2) the Credit Agreement as in effect as of the date of the Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancing thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive in the aggregate with respect to such dividend and other payment restrictions than those contained in the Credit Agreement as in effect on the date of the Indenture;
(3) the Indenture and the Notes;
(4) applicable law, rule, regulation, license, permit, order or similar restriction;
(iii5) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, EBITDA of such Person is not taken as a whole, than those contained into account in the agreements governing determining whether such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness acquisition was permitted by the terms of this Indenture to be incurredthe Indenture;
(iv6) customary non-assignment provisions in leases, contracts, licenses and other agreements leases entered into in the ordinary course of businessbusiness and consistent with past practices;
(v7) restrictions on the transfer of property subject to purchase money obligations for property acquired in the ordinary course of business and or Capital Lease Obligations that impose restrictions otherwise permitted by clause (5) of Section 4.8 of the nature described in clause (a)(iii) above on the property so acquiredIndenture;
(vi) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other disposition;
(vii) Permitted 8) permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, restrictive in the aggregate than those contained in the agreements governing the Indebtedness being refinanced;; or
(viii9) provisions limiting the disposition any agreement or distribution instrument governing Indebtedness of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; an Excluded Restricted Subsidiary provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any at the time such encumbrance agreement or restriction consisting instrument is entered into, such Excluded Restricted Subsidiary and its Restricted Subsidiaries have a Leverage Ratio of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests less than 6.5 to the extent such provisions restrict the transfer of the lease or the property leased thereunder; 1.0 and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a neither such Excluded Restricted Subsidiary nor any of its Restricted Subsidiaries shall, directly or indirectly, incur any Indebtedness (including Acquired Debt) unless at the time of such incurrence and after giving effect thereto, the Leverage Ratio for such Excluded Restricted Subsidiary and its Restricted Subsidiaries would be less than 6.5 to 1.0. For purposes of determining the Leverage Ratio under this clause (9) only, all references to the extent such restrictions restrict "Company" and its "Restricted Subsidiaries" or similar references in the transfer definition of "Leverage Ratio" and other defined terms necessary to determine the property subject Leverage Ratio shall be deemed to refer to such security agreementsExcluded Restricted Subsidiary and its Restricted Subsidiaries, pledges or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingrespectively.
Appears in 1 contract
Sources: First Supplemental Indenture (Iron Mountain Inc/Pa)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
to (i) (xi)(x) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed by it to the Company or any of its Restricted Subsidiaries;
, (ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing restrictions will not apply to , except for such encumbrances or restrictions existing under or by reason of:
of (ia) the New Credit Agreement as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facility, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, refinancings or any other Credit Facilities are no more restrictive taken as a whole with respect to such dividend and other payment restrictions than those contained in the Notes or New Credit Agreement as in effect on the Note Guarantees;
date of this Indenture, (iib) this Indenture and the Notes, (c) applicable law, rule, regulation, license, permit, order or similar restriction;
(iiid) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except except, in the case of Indebtedness, to the extent such Indebtedness or Capital Interest was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
, (ive) by reason of customary non-assignment provisions in leases, contracts, licenses leases and customary provisions in other agreements that restrict assignment of such agreements or rights thereunder, entered into in the ordinary course of business;
, (vf) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iiiiii) above on the property so acquired;
, (vi) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other disposition;
(viig) Permitted Refinancing IndebtednessDebt, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness Debt are no more materially restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
, (viiih) provisions limiting the disposition any other security agreement, instrument or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only document relating to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as Senior Debt in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on after the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 , provided that limit such encumbrances or restrictions are customary in connection with such documents and that the right terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08New Credit Agreement, (i) any such encumbrance Permitted Liens or restriction consisting of (j) customary nonassignment, subletting or transfer provisions in leases governing leasehold interests joint venture agreements and other similar agreements relating to the extent distribution of revenue from such provisions restrict the transfer of the lease joint venture or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingother business venture.
Appears in 1 contract
Sources: Indenture (Canton Oil & Gas Co)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (xa) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Interests profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(iib) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(iiic) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing . However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:
(ia) this agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date;
(b) the Indenture, the Notes or and the Note Subsidiary Guarantees;
(iic) applicable law, rule, regulation, license, permit, order or similar restriction;
(iiid) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this the Indenture to be incurred;
(ive) customary non-assignment provisions in leases, contracts, licenses and other agreements leases entered into in the ordinary course of business;
(vf) purchase money obligations or Capital Lease Obligations for property acquired or leased in the ordinary course of business and Capital Lease Obligations that impose restrictions on that property of the nature described in clause (a)(iiic) above on of the property so acquiredpreceding paragraph;
(vig) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified any assets thereof that restrict the sale of assets, distributions, loans or transfers restricts distributions by that Restricted Subsidiary pending such the sale or other disposition;
(viih) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viiii) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.06 of this Sixth Supplemental Indenture;
(j) provisions limiting with respect to the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(xivk) restrictions imposed in connection with respect a financing transaction involving a sale or other disposition of accounts receivable and related assets (including, without limitation, in connection with a securitization or similar financing) or in connection with a financing involving a subsidiary trust or similar financing vehicle that is permitted by Section 4.03 of this Sixth Supplemental Indenture, provided, that such restrictions do not materially adversely affect the Company’s ability to pay interest and principal on the Notes when due;
(l) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business or imposed by governmental agencies or authorities;
(m) in the case of clause (a)(iiic) of this Section 4.08the preceding paragraph, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance encumbrances or restrictions contained arising or agreed to in security agreementsthe ordinary course of business, pledges or mortgages securing not relating to Indebtedness of a Restricted Subsidiary to and that do not materially detract from the extent such restrictions restrict the transfer value of the property subject to such security agreements, pledges or mortgagesassets of the Company and its Restricted Subsidiaries; and
(xvn) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements relating to a Guarantor contained in the terms of Indebtedness if the encumbrance or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are restriction is not materially more restrictive, taken as a whole, disadvantageous to Holders than is customary in comparable financings and will not materially affect the encumbrances Company’s ability to make principal or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancinginterest payments on the Notes (in each case determined by the Company in good faith).
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its the Restricted Subsidiaries toSubsidiaries, directly or indirectly, to create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its the Restricted Subsidiaries on its Capital Interests or (y) pay any Indebtedness indebtedness owed to the Company or any of its the Restricted Subsidiaries;
(ii2) make loans or advances to the Company or any of its the Restricted Subsidiaries; or
(iii3) sell, lease or transfer any of its properties or assets to the Company or any of its the Restricted Subsidiaries.
(b) The foregoing restrictions in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of:
(i1) agreements in effect at or entered into on the Issue Date;
(2) this Indenture, the Notes or and the Note Guarantees;
(ii3) agreements governing other Indebtedness permitted to be incurred under Section 4.09, provided, that, except with respect to any such Incurrence of Indebtedness under the Credit Agreement, in the judgment of the Company, such incurrence will not materially impair the Company’s ability to make payments under the Notes when due (as determined in good faith by senior management or the Board of Directors of the Company);
(4) applicable law, rule, regulation, license, permit, order regulation or similar restrictionorder;
(iii5) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its the Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(iv6) customary non-assignment provisions in leases, contracts, contracts and licenses and other agreements entered into in the ordinary course of business;
(v7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions Obligations, any agreement governing Purchase Money Indebtedness, security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the nature described in clause (a)(iii) above on the property so acquiredsubject to such Capital Lease Obligations, Purchase Money Indebtedness, security agreements or mortgages;
(vi) 8) any agreement for in connection with the sale or other disposition of Equity Interests all or substantially all the Capital Stock or assets of a Restricted Subsidiary that imposes such encumbrance or an agreement entered into for restriction pending the sale closing of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other disposition;
(vii9) Permitted Refinancing Indebtedness; provided, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii10) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii11) any restriction provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements;
(12) prohibitions, restrictions or conditions on cash or other deposits or net worth provisions in leases and other agreements imposed by customers under contracts entered into in the ordinary course of business;
(xiv13) any agreement relating to any Indebtedness Incurred by a Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date;
(14) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, including with respect to clause intellectual property, and other agreements, in each case, entered into in the ordinary course of business;
(a)(iii15) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and;
(xv16) any encumbrances amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements refinancing of an agreement or refinancings of the contracts, instruments or obligations arrangement referred to in clauses (i1) through (xiii15) aboveabove and clauses (17) through (19) below of this Section 4.08(b); provided provided, however, that the encumbrances such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are refinancing is not materially more restrictive, as reasonably determined by the Company, with respect to such encumbrances and other restrictions taken as a whole, whole than the encumbrances or restrictions those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing;
(17) agreements in connection with the Paladin Merger and the Paladin Acquisition;
(18) any encumbrance or restriction existing under or by reason of contractual requirements in connection with a Qualified Receivables Transaction; and
(19) any encumbrance or restriction arising in connection with the compensation and indemnification of officers and directors of the Company, any of its Subsidiaries and any of the Company’s direct or indirect parent companies of taxes owed by such officers and directors as a result of the restructurings contemplated by the Arrangement Agreement.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any Restricted Subsidiary to:
(i) (x) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Interests profits, or (y) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing However, the restrictions set forth in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of:
(i) agreements governing Existing Indebtedness and the Credit Facilities as in effect on the date hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; PROVIDED that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date hereof;
(ii) this Indenture, the Notes or and the Note Guarantees;
(ii) applicable law, rule, regulation, license, permit, order or similar restrictionExchange Notes;
(iii) applicable law;
(iv) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided ; PROVIDED that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(ivv) customary non-assignment provisions in leases, contracts, licenses and other agreements of any contract or agreement entered into in the ordinary course of businessbusiness and customary provisions restricting subletting of any interest in real or personal property contained in any lease or easement agreement of the Company or any Restricted Subsidiary;
(vvi) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on that property of the nature described in clause (a)(iii) above on the property so acquiredSection 4.08(a)(iii);
(vivii) any agreement for the sale or other disposition of Equity Interests all or substantially all of the assets or Capital Stock of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers restricts distributions by that Restricted Subsidiary pending such its sale or other dispositiondisposition of all or substantially all of the assets or Capital Stock of such Restricted Subsidiary;
(viiviii) Permitted Refinancing Indebtedness, provided ; PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness with respect to dividends and other payments are no not materially more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiiix) any restriction on cash provisions with respect to the disposition or other deposits distribution of assets or net worth provisions property in leases and other joint venture agreements entered into in the ordinary course of business;
(xivxi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(xii) any Indebtedness incurred in compliance with the Section 4.09 by any Foreign Subsidiary or any Guarantor, or any agreement pursuant to which such Indebtedness is issued, if the encumbrance or restriction applies only to such Foreign Subsidiary or Guarantor and only in the event of a payment default or default with respect to clause a financial covenant contained in the Indebtedness or agreement and the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (a)(iiias determined by the Board of Directors of the Company) and the Board of this Section 4.08, (i) Directors of the Company determines that any such encumbrance or restriction consisting of customary nonassignment, subletting will not materially affect the Company's ability to pay interest or transfer provisions in leases governing leasehold interests to principal on the extent such provisions restrict the transfer of the lease or the property leased thereunderNotes; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; andor
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided an arrangement or circumstance arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that does not, individually or in the encumbrances aggregate, detract from the value of property or restrictions assets of the Company or any Restricted Subsidiary in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements any manner material to the Company or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingany Restricted Subsidiary.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (x1) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries distribution on its Capital Interests or Stock,
(y2) pay any Indebtedness owed to the Company or any of its other Restricted Subsidiaries;Subsidiary,
(ii3) make loans or advances to the Company or any of its other Restricted Subsidiaries; Subsidiary, or
(iii4) sell, lease or transfer any of its properties or assets to the Company or any of its other Restricted SubsidiariesSubsidiary.
(b) The foregoing restrictions will However, paragraph (a) above shall not apply to encumbrances prohibit any encumbrance or restrictions restriction created, existing or becoming effective under or by reason of:
(i1) any agreement (including the Senior Credit Facilities) in effect on the date of this Indenture;
(2) any agreement or instrument with respect to a Restricted Subsidiary that is not a Restricted Subsidiary of the Company on the date of this Indenture, in existence at the Notes time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or the Note Guarantees;
(ii) in contemplation of, such Person becoming a Restricted Subsidiary, provided that such encumbrances and restrictions are not applicable law, rule, regulation, license, permit, order or similar restriction;
(iii) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests of a Person acquired by to the Company or any Restricted Subsidiary or the properties or assets of its the Company or any Restricted Subsidiaries Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary;
(3) any agreement or instrument governing any Acquired Debt or other agreement of any entity or related to assets acquired by or merged into or consolidated with the Company or any Restricted Subsidiaries, so long as in effect at the time of such acquisition encumbrance or restriction (except to the extent such Indebtedness or Capital Interest A) was incurred or issued in connection with or not entered into in contemplation of such the acquisition), which encumbrance merger or restriction consolidation transaction, and (B) is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and so long as the agreement containing such restriction does not violate any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(iv) non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business;
(v) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iii) above on the property so acquired;
(vi) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other disposition;
(vii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date provision of this Indenture;
(xii4) existing under applicable law or any requirement of any regulatory body;
(5) encumbrance or restriction pursuant to the security documents evidencing any Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.12 4.10 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii6) customary provisions restricting subletting or assignment of any restriction on cash lease governing a leasehold interest of the Company or other deposits any Restricted Subsidiary, or net worth provisions customary restrictions in leases licenses relating to the property covered thereby and other agreements entered into in the ordinary course of business;
(xiv7) with respect asset sale agreements permitted to clause (a)(iii) be incurred under the provisions of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict 4.11 hereof that limit the transfer of such assets pending the lease closing of such sale;
(8) shareholders', partnership or joint venture agreements entered into in the property leased thereunderordinary course of business; provided, however, that such restrictions do not apply to any Restricted Subsidiaries other than the applicable company, partnership or joint venture; and (ii) encumbrance or provided, further, however, that such encumbrances and restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to may not materially impact the extent such restrictions restrict the transfer ability of the property subject Company to such security agreements, pledges or mortgages; andpermit payments on the Notes when due as required by the terms of this Indenture;
(xv9) cash or other deposits or net worth, imposed by suppliers or landlords under contracts entered into in the ordinary course of business;
(10) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings other Credit Facility governing debt of the contractsCompany or any Guarantor, instruments or obligations referred permitted to in clauses (i) through (xiii) above; provided be incurred under the provisions of Section 4.07 hereof that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not (in the view of the Board of Directors of the Company as expressed in a Board Resolution thereof) materially more restrictive, taken as a whole, than those contained in the encumbrances Senior Credit Facilities; and
(11) under Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction; provided, however, that such restrictions prior apply only to such Receivables Subsidiary or the Receivables Assets that are subject to such Qualified Receivables Transaction;
(12) any encumbrance or restriction in connection with a transaction of the type contemplated pursuant to clause (13) of the definition of Permitted Debt; and
(13) encumbrance or restriction under any agreement, amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingrefinancing that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (1) through (12), or in this clause (13), provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect taken as a whole than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced.
Appears in 1 contract
Sources: Indenture (Invacare Corp)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (x1) pay dividends or make any other distributions on its Capital Stock to the Company Issuer or any of the Issuer's Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its Restricted Subsidiaries on its Capital Interests profits, or (y) pay any Indebtedness indebtedness owed to the Company Issuer or any of its Restricted Subsidiaries;
(ii2) make loans or advances to the Company Issuer or any of its Restricted Subsidiaries; or
(iii3) transfer any of its properties or assets to the Company Issuer or any of its Restricted Subsidiaries.
(b) The foregoing . However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:
(i) agreements governing Existing Indebtedness and the Credit Agreement, in each case as in effect on the Closing Date; and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Closing Date;
(ii) this Indenture, the Notes or and the Note Guarantees;
(ii) applicable law, rule, regulation, license, permit, order or similar restrictionExchange Notes;
(iii) applicable law;
(iv) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any other Person, or the properties or assets of any other Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(ivv) customary non-assignment provisions in leases, contracts, licenses and other agreements leases entered into in the ordinary course of businessbusiness and consistent with past practices;
(vvi) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on that property of the nature described in clause (a)(iii3) above on of the property so acquiredpreceding paragraph;
(vivii) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers restricts distributions by that Restricted Subsidiary pending such its sale or other disposition;
(viiviii) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viiiix) Liens otherwise permitted to be incurred under Section 4.12 hereof that limit the right of the Issuer to dispose of the assets subject to such Liens;
(x) provisions limiting with respect to the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset assets sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(xivxi) with respect to clause restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(a)(iii) of this Section 4.08, (ixii) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases agreement governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgagesForeign Subsidiaries permitted under Section 4.09 hereof; and
(xvxiii) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of agreement governing Indebtedness incurred after the contracts, instruments or obligations referred to in clauses (i) through (xiii) aboveClosing Date permitted under Section 4.09 hereof; provided that the encumbrances or restrictions contained therein are, in such amendmentsthe good faith judgment of the Board of Directors, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictiveless favorable, taken as a whole, to the Holders than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingthose contained in agreements governing Existing Indebtedness.
Appears in 1 contract
Sources: Indenture (International Specialty Products Inc /New/)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries Non-Guarantor Subsidiaries, to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted such Non-Guarantor Subsidiary to:
(i) (xA) pay dividends or make any other distributions to the Company any Issuer or any of its Restricted Subsidiaries Guarantor on its Capital Interests Stock or with respect to any other interest or participation in, or measured by, its profits, or (yB) pay any Indebtedness owed to the Company any Issuer or any of its Restricted SubsidiariesGuarantor;
(ii) make loans or advances to the Company any Issuer or any of its Restricted SubsidiariesGuarantor; or
(iii) sell, lease or transfer any of its properties or assets to the Company any Issuer or any of its Restricted Subsidiaries.
Guarantor, except (bin each case) The foregoing restrictions will not apply to for such encumbrances or restrictions existing under or by reason of:
(iA) contractual encumbrances or restrictions (I) in effect on the Issue Date, or (II) pursuant to the Credit Facilities and the related documentation and related Hedging Obligations;
(B) (I) this Indenture, the Notes or and the Note Guarantees, (II) the indentures governing the Existing Notes, the Existing Notes and the guarantees thereof, including any future guarantees, (III) the Security Documents and (IV) any agreement governing Indebtedness permitted to be incurred pursuant to Section 4.09 hereof; provided that the provisions relating to restrictions of the type described in clauses (i) through (iii) above contained in such agreement, taken as a whole, (x) are not materially more restrictive, taken as a whole, as determined in good faith by the Company, than the provisions contained in the Credit Facilities, the Security Documents (including, for the avoidance of doubt, in each case any amendments, supplements, modifications, restatements or refinancings thereof), or in this Indenture or in the indentures governing the Existing Notes, as applicable, in each case as in effect when initially executed or (y) will not, in the good faith judgment of the Company, affect the ability of the Issuers to make anticipated payments of principal, premium, if any, interest or any other payments on the Notes;
(iiC) purchase money obligations and Capital Lease Obligations that impose restrictions of the nature discussed in clause (iii) above on the property so acquired or leased;
(D) applicable law, law or any applicable rule, regulation, license, permit, order permit or similar restrictionorder;
(iiiE) (I) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger, amalgamation or consolidation of an Unrestricted Subsidiary into the Company or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to the Company or a Restricted Subsidiary, any agreement or other instrument of such Unrestricted Subsidiary (but, in any such case, not created in contemplation thereof) and (II) any agreement or other instrument governing Indebtedness (including Acquired Debt) or Capital Interests of a Person acquired by or merged or consolidated with or into the Company or any of its Restricted Subsidiaries as (including the acquisition of a minority interest of such Person) in effect existence at the time of such acquisition transaction (except to the extent such Indebtedness or Capital Interest was incurred or issued in connection with or but not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(iv) non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business;
(v) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iii) above on the property so acquired;
(viF) any agreement contracts for the direct or indirect sale or other disposition of Equity Interests assets (including agreements in connection with a sale and leaseback transaction or assets merger), including customary restrictions with respect to a Subsidiary of a Restricted Subsidiary or the Company pursuant to an agreement that has been entered into for the sale of specified assets that restrict the sale of assets, distributions, loans direct or transfers by that Restricted Subsidiary pending such indirect sale or other dispositiondisposition of any of the Capital Stock or assets of such Subsidiary;
(viiG) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Secured Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.12 pursuant to Sections 4.06 and 4.09 hereof that limit the right of the debtor to dispose of the assets subject to securing such LiensIndebtedness;
(xiiiH) any restriction restrictions on cash cash, Cash Equivalents or other deposits or net worth imposed by suppliers, customers or landlords under contracts entered into in the ordinary course of business or arising in connection with any Permitted Liens;
(I) other Indebtedness, Disqualified Stock or Preferred Stock of Non-Guarantor Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to Section 4.09 hereof;
(J) customary provisions in leases joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture or other arrangements;
(K) customary provisions contained in leases, sub-leases, licenses or sub-licenses and other agreements, including with respect to intellectual property, in each case, entered into in the ordinary course of business or as is typical in the same or similar industries or that in the judgment of the Company would not materially impair the Issuers’ ability to make payments under the Notes when due;
(L) restrictions in agreements or instruments that prohibit the payment or making of dividends other than on a pro rata basis;
(M) provisions restricting assignment of any agreement entered into in the ordinary course of business;
(xivN) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, provisions restricting subletting or transfer provisions assignment of any lease governing a leasehold interest of any Restricted Subsidiary or the assignment of any license or sub-license agreement;
(O) restrictions or conditions contained in leases governing leasehold interests any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the extent Company or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided that such provisions restrict agreement prohibits the transfer encumbrance of solely the property or assets of the lease Company or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a such Restricted Subsidiary to that are the extent such restrictions restrict the transfer of the property subject to such security agreementsagreement, pledges the payment rights arising thereunder or mortgagesthe proceeds thereof and does not extend to any other asset or property of the Company or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; and
(xvP) any encumbrances or restrictions of the type referred to in clauses (i), (ii) and (iii) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (iA) through (xiiiO) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially are, in the good faith judgment of the Company, no more restrictive, restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole, whole than the encumbrances or restrictions those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
(b) For purposes of determining compliance with this Section 4.13, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common equity shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of (including the application of any standstill requirements to) loans and advances made to the Company or a Restricted Subsidiary to other Indebtedness incurred by the Company or such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 1 contract
Sources: Indenture (Coty Inc.)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.
(a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to:
(i) (x) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness or other obligations owed to the Company or any of its Restricted Subsidiaries (it being understood that the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on its Common Stock shall not be deemed a restriction on the ability to make distributions on Capital Interests or (y) pay any Indebtedness owed to the Company or any of its Restricted SubsidiariesStock);
(ii) make any loans or advances to the Company or any of its Restricted SubsidiariesSubsidiaries (it being understood that the subordination of loans or advances made to the Company or any of its Restricted Subsidiaries to other Indebtedness Incurred by the Company or any of its Restricted Subsidiaries shall not be deemed a restriction on the ability to make loans or advances); or
(iii) sell, lease or transfer any of its properties property or assets to the Company or any of its Restricted SubsidiariesSubsidiaries (it being understood that such transfers shall not include any type of transfer described in Section 4.11(a)(i) or (ii) above).
(b) The foregoing restrictions will set forth in Section 4.11(a) shall not apply to prohibit encumbrances or restrictions existing under or by reason of:
(i) this Indenture, the Notes or the Note Guarantees;
(ii) applicable lawany agreement or instrument existing on the Initial Issuance Date (except for this Indenture, rule, regulation, license, permit, order the Notes or similar restrictionthe Note Guarantees);
(iii) (x) any agreement or other instrument governing Indebtedness (including Acquired Debt) or Capital Interests of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was incurred or issued in connection with or but not created in contemplation thereof) or (y) any agreement or other instrument with respect to a Restricted Subsidiary of the Company that was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such acquisitionSubsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary of the Company (but not created in contemplation thereof), in the case of (x) and (y) above, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquiredacquired or so designated or deemed, and as applicable (including after-acquired property);
(iv) any amendment, restatement, modification, renewal, supplement, refunding, replacement or refinancing of an agreement or instrument referred to in clauses (ii), (iii) or (v) of this paragraph; provided, however, that such amendments, restatements, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment of any such agreements or instruments (provided that the amendmentsSenior Management, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no not materially more restrictive, when taken as a whole, than those the encumbrances and restrictions contained in the agreements governing such original agreement referred to in clauses (ii), (iii) or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms (v) of this Indenture to be incurred;
(iv) non-assignment provisions in leasesparagraph on the Initial Issuance Date or the date such Restricted Subsidiary became a Restricted Subsidiary of the Company or was merged into a Restricted Subsidiary of the Company, contracts, licenses and other agreements entered into in the ordinary course of businesswhichever is applicable;
(v) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iii) above on the property so acquired;
(vi) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other disposition;
(vii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements customary non-assignment or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; thereunder and (iiy) encumbrance or restrictions contained in security agreements, pledges agreements or mortgages securing Indebtedness of a Restricted Subsidiary of the Company to the extent such restrictions restrict encumbrance or restriction restricts the transfer of the property subject to such security agreements, pledges agreements or mortgages; and;
(xvvi) any in the case of Section 4.11(a)(iii), Liens permitted to be Incurred under Section 4.10 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(vii) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions of the nature described in Section 4.11(a)(iii) on the property so acquired;
(viii) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or disposition of all or a portion of the Capital Stock or assets of such Subsidiary;
(ix) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords under contracts entered into in the ordinary course of business;
(x) any amendmentscustomary provisions in joint venture, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings partnership and limited liability company agreements relating to joint ventures that are not Restricted Subsidiaries of the contractsCompany and other similar agreements entered into in the ordinary course of business;
(xi) any customary provisions in leases, instruments subleases or obligations referred to licenses and other agreements entered into by the Company or any of its Restricted Subsidiaries in clauses the ordinary course of business;
(ixii) through encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order;
(xiii) above; provided that (x) other Indebtedness Incurred or Preferred Stock issued by a Guarantor in accordance with Section 4.08 that, in the encumbrances or restrictions in such amendmentsgood faith judgment of Senior Management, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are is not materially more restrictive, taken as a whole, than those applicable to the Company in this Indenture on the Initial Issuance Date (which results in encumbrances or restrictions prior at a Restricted Subsidiary of the Company level comparable to those applicable to the Company) or (y) other Indebtedness Incurred or Preferred Stock issued by a Non-Guarantor, in each case permitted to be Incurred subsequent to the Initial Issuance Date pursuant to the provisions of Section 4.08; provided that with respect to the immediately preceding clause (y), such amendmentencumbrances or restrictions will not materially affect the Company’s ability to make anticipated principal and interest payments on the Notes (in the good faith judgment of Senior Management);
(xiv) any agreement with a governmental entity providing for developmental financing; and
(xv) customary non-assignment and non-transfer provisions of any contract, modification, restatement, renewal, increase, supplement, refunding, replacement license or refinancinglease entered into in the ordinary course of business.
Appears in 1 contract
Sources: Indenture
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:
(i) (xa) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries Subsidiary (1) on its Capital Interests Stock; or (y2) pay with respect to any Indebtedness owed to the Company other interest or any of participation in, or measured by, its Restricted Subsidiaries;profits; or
(iib) make loans or advances to the Company or any Restricted Subsidiary that is a direct or indirect parent of its such Restricted SubsidiariesSubsidiary; or
(iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing restrictions will not apply to except in each case for such encumbrances or restrictions existing under or by reason of:
(1) (i) contractual encumbrances or restrictions in effect on the Issue Date and (ii) contractual encumbrances or restrictions pursuant to the ABL Credit Agreement, Term Credit Agreement and the other Credit Agreement Documents and, in each case, similar contractual encumbrances effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments;
(2) this Indenture, the Notes or the Note Guarantees;
(ii3) applicable law, law or any applicable rule, regulation, license, permit, order regulation or similar restrictionorder;
(iii4) any agreement or other instrument governing Indebtedness (including Acquired Debt) or Capital Interests of a Person or with respect to any property acquired by the Company or any of its Restricted Subsidiaries as Subsidiary which was in effect existence at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was incurred or issued in connection with or but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(iv5) non-assignment contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary;
(6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.12 that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture agreements and other similar agreements;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business;
(10) customary provisions contained in leases, contracts, licenses and other similar agreements entered into in the ordinary course of business;
(v11) purchase money obligations for property acquired in customary provisions which prohibit the ordinary course payment or making of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iii) above dividends or other distributions other than on the property so acquireda pro rata basis;
(vi12) any agreement for the sale arising or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other disposition;
(vii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only agreed to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Restricted Subsidiary in any manner material to the Restricted Subsidiaries taken as a whole;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i13) any such encumbrance or restriction consisting of that restricts in a customary nonassignmentmanner the subletting, subletting assignment or transfer provisions in leases governing leasehold interests of any property or asset that is subject to a lease, license or similar contract, or the extent such provisions restrict the assignment or transfer of the lease any such lease, license (including without limitations, licenses of intellectual property) or the property leased thereunder; and other contracts;
(ii14) any encumbrance or restriction of a Securitization Subsidiary effected in connection with a Qualified Securitization Financing; provided, however, that such restrictions apply only to such Securitization Subsidiary;
(15) other Indebtedness, Disqualified Stock or Preferred Stock (a) of the Company or any Restricted Subsidiary that is a Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Guarantor or a Foreign Subsidiary so long as such encumbrances and restrictions contained in security agreementsany agreement or instrument will not materially affect the Company’s or any Guarantor’s ability to make anticipated principal or interest payments on the Notes (as determined in good faith by the Company), pledges provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or mortgages securing Indebtedness of a Restricted Subsidiary Preferred Stock is permitted to be Incurred subsequent to the extent such restrictions restrict the transfer of the property subject Issue Date pursuant to such security agreements, pledges or mortgages; andSection 4.03;
(xv16) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or
(17) any encumbrances or restrictions of the type referred to in Section 4.05(a) or (b) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i1) through (xiii16) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially are, in the good faith judgment of the Company, no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the encumbrances dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Company or a Restricted Subsidiary to other Indebtedness Incurred by the Company or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 1 contract
Sources: Indenture (Wabash National Corp /De)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries tothat are not Guarantors, directly or indirectly, to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary that is not a Guarantor to:
(i) (xA) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Interests Stock or with respect to any other interest or participation in, or measured by, its profits or (yB) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(iii) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing restrictions will in Section 4.08(a) shall not apply to encumbrances or restrictions existing under or by reason of:
(i) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the ABL Credit Agreement and the related documentation and related Hedging Obligations and the related documentation;
(ii) this Indenture, the Notes or and the Note Guarantees;
(ii) applicable law, rule, regulation, license, permit, order or similar restriction;
(iii) Purchase Money Obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions of the nature described in clause (iii) of Section 4.08(a) on the property so acquired;
(iv) applicable law or any applicable rule, regulation or order;
(v) any agreement or other instrument governing Indebtedness (including Acquired Debt) or Capital Interests of a Person, or relating to Indebtedness or capital stock of a Person, which Person is acquired by or merged, consolidated or amalgamated with or into the Company or any of its Restricted Subsidiaries, or any other transaction entered into in connection with any such acquisition, merger, consolidation or amalgamation, in existence at the time of such acquisition or at the time it merges, consolidates or amalgamates with or into the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was incurred or issued assumed in connection with or the acquisition of assets from such Person (but, in each case, not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(iv) non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business;
(v) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iii) above on the property so acquired;
(vi) any agreement contracts for the sale or other disposition of Equity Interests assets, including customary restrictions with respect to a Subsidiary of (A) the Company or assets (B) any of a its Restricted Subsidiary or Subsidiaries pursuant to an agreement that has been entered into for the sale or disposition of specified all or substantially all of the Capital Stock or assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other dispositionSubsidiary;
(vii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Secured Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness otherwise permitted to be incurred under Section pursuant to Section 4.09 and Section 4.12 that limit the right of the debtor to dispose of the assets subject to securing such LiensIndebtedness;
(xiiiviii) any restriction restrictions on cash or other deposits or net worth provisions in leases and other agreements imposed by customers under contracts entered into in the ordinary course of business;
(xivix) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section 4.09;
(x) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to such joint venture;
(xi) customary provisions contained in leases, subleases, licenses, sublicenses or similar agreements, including with respect to clause intellectual property and other agreements;
(a)(iiixii) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Company or any of this Section 4.08its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Company or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Company or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary;
(ixiii) any encumbrance or restriction with respect to a Subsidiary which was previously an Unrestricted Subsidiary which encumbrance or restriction exists pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction consisting does not extend to any assets or property of customary nonassignmentthe Company or any other Restricted Subsidiary other than the assets and property of such Subsidiary;
(xiv) other Indebtedness, subletting Disqualified Stock or transfer provisions in leases governing leasehold interests Preferred Stock permitted to be incurred subsequent to the extent such provisions restrict Issue Date pursuant to Section 4.09; provided that, in the transfer good faith judgment of the lease or Company, such incurrence will not materially impair the property leased thereunder; and Company’s ability to make payments under the Notes when due;
(iixv) encumbrance or restrictions contained in security agreementsany documentation relating to any Permitted Receivables Facility, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xvxvi) any encumbrances or restrictions of the type referred to in clauses (i), (ii) and (iii) of Section 4.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings Refinancings of the contracts, instruments or obligations referred to in clauses (i(i) through (xiii(xv) aboveof this Section 4.08(b); provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are Refinancings are, in the good faith judgment of the Company, not materially more restrictive, restrictive with respect to such encumbrance and other restrictions taken as a whole, whole than the encumbrances or restrictions those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingRefinancing.
(c) For purposes of determining compliance with this Section 4.08, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common equity shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans and advances made to the Company or any of its Restricted Subsidiaries to other Indebtedness incurred by the Company or such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Issuer shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary that is not a Guarantor to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:
(i) (xa) pay dividends or make any other distributions to the Company Issuer or any of its Restricted Subsidiaries Subsidiary that is a Guarantor (1) on its Capital Interests Stock; or (y2) pay with respect to any Indebtedness owed to the Company other interest or any of participation in, or measured by, its Restricted Subsidiariesprofits;
(iib) make loans or advances to the Company Issuer or any Restricted Subsidiary that is a Guarantor and a direct or indirect parent of its such Restricted SubsidiariesSubsidiary; or
(iiic) sell or transfer any of its properties or assets to the Company Issuer or any of its Restricted Subsidiaries.
(b) The foregoing restrictions will not apply to a Guarantor; except in each case for such encumbrances or restrictions existing under or by reason of:
(1) (i) contractual encumbrances or restrictions in effect on the Issue Date and (ii) contractual encumbrances or restrictions pursuant to the Credit Agreement and the other Credit Agreement Documents and, in each case, any similar contractual encumbrances effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments;
(2) this Indenture, the Notes or the Note Guarantees;
(ii3) applicable law, law or any applicable rule, regulationregulation or order (or other governmental approval, license, license or permit, order or similar restriction);
(iii4) any agreement or other instrument governing Indebtedness (including Acquired Debt) or Capital Interests of a Person (i) acquired by the Company Issuer or any of its Restricted Subsidiaries as Subsidiary or (ii) that becomes a Restricted Subsidiary, in effect each case, which was in existence at the time of such acquisition or such Person becoming a Restricted Subsidiary (except to the extent such Indebtedness or Capital Interest was incurred or issued in connection with or but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(iv5) non-assignment provisions in leasescontracts or agreements for the sale of assets, contracts, licenses and including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary;
(6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other agreements deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(v8) customary provisions in joint venture agreements, partnership agreements, limited liability company agreements and similar agreements required in connection with the entering into of such transaction;
(9) purchase money obligations for property acquired in the ordinary course of business and Capital Financing Lease Obligations that impose restrictions of the nature described in clause (a)(iii) above on the property so acquired;
(vi) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other disposition;
(vii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are otherwise not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of prohibited under this Indenture;
(xii10) Liens securing Indebtedness permitted customary provisions contained in leases, licenses (including with respect to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiiiintellectual property) any restriction on cash or other deposits or net worth provisions in leases and other similar agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i11) any such Permitted Receivables Document, which encumbrance or restriction consisting is, in the good faith judgment of the Issuer, customary nonassignmentfor the market in which such Indebtedness is issued;
(12) any instrument governing any Indebtedness or Capital Stock of any Unrestricted Subsidiary as in effect on the date, subletting if any, that such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than such redesignated Restricted Subsidiary and its Subsidiaries and the respective properties and assets of such redesignated Restricted Subsidiary and its Subsidiaries;
(13) any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including without limitations, licenses of intellectual property) or other contracts;
(14) other Indebtedness, Disqualified Stock or Preferred Stock so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuer’s ability to make anticipated principal or interest payments on the Notes (as determined in good faith by the Issuer);
(15) provisions contained in leases governing leasehold interests sales agreements, purchase agreements, acquisition agreements (including by way of merger, acquisition or consolidation) entered into by the Issuer or any Restricted Subsidiary in respect of a transaction permitted by this Indenture and solely to the extent in effect pending the closing of such transaction and relating solely to the assets covered or contemplated thereby;
(16) customary provisions restrict the restricting assignment or transfer of any agreement entered into in the lease or the property leased thereunderordinary course of business; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; andor
(xv17) any encumbrances or restrictions of the type referred to in Section 4.05(a), (b) or (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i(1) through (xiii(16) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are are, in the good faith judgment of the Issuer, not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the encumbrances dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Issuer or a Restricted Subsidiary to other Indebtedness Incurred by the Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 1 contract
Sources: Indenture (TopBuild Corp)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall Issuer will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (x1) pay dividends or make any other distributions on its Capital Stock to the Company Issuer or any of its Restricted Subsidiaries on its Capital Interests or (y) pay any Indebtedness indebtedness owed to the Company Issuer or any of its Restricted Subsidiaries;
(ii2) make loans or advances to the Company Issuer or any of its Restricted Subsidiaries; or
(iii3) transfer any of its properties or assets to the Company Issuer or any of its Restricted Subsidiaries.
(b) The foregoing However, the restrictions under Section 4.15(a) will not apply to encumbrances or restrictions existing under or by reason of:
(i1) Existing Indebtedness, the Credit Agreement and the Existing Secured Notes Indenture;
(2) this Indenture, the Notes or and the Note Guarantees or by other Indebtedness of the Issuer or of a Guarantor which is pari passu in right of payment with the Notes or Note Guarantees, as applicable, incurred under an indenture pursuant to Section 4.10; provided that the encumbrances and restrictions are no more restrictive, taken as a whole, than those contained in this Indenture;
(ii3) applicable law, rule, law or regulation, license, permit, order or similar restriction;
(iii4) any instrument agreements or instruments governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest Stock was incurred or issued issued, as the case may be, in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(iv5) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business;
(v6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired of the nature described in clause (a)(iii) above on the property so acquiredSection 4.15(a)(3);
(vi7) any an agreement entered into for the sale or other disposition of Equity Interests Capital Stock or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict or the sale granting of assetsan option to purchase specified assets (in either case, distributionsso long as such encumbrance or restriction, loans by its terms, terminates on the earlier of the termination of such agreement or transfers by that Restricted Subsidiary pending the consummation of such sale or other disposition;
(vii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing agreement and so long as such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable restriction applies only to the Capital Stock or assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Lienssold);
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Indenture (Nortek Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
to (i) (xa) pay dividends or make any other distributions on its Equity Interests to the Company or any of its Restricted Subsidiaries on its Capital Interests Subsidiaries, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (iib) make loans or advances to the Company or any of its Restricted Subsidiaries; or
, or (iiic) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The ; provided, however, that the foregoing restrictions will provisions of this Section 4.14 shall not apply to prohibit any such encumbrances or restrictions existing under or by reason of:
(i) this Indentureany encumbrance or restriction pursuant to or by reason of an agreement in effect at or entered into on the Issue Date, including any Existing Indebtedness as in effect on the Notes or the Note Guarantees;Issue Date,
(ii) applicable lawthe Credit Agreement as in effect as of the Issue Date, ruleand any amendments, regulationmodifications, licenserestatements, permitrenewals, order increases, supplements, refundings, replacements or similar restriction;refinancings thereof (provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Credit Agreement as in effect on the Issue Date),
(iii) any instrument governing Acquired Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Acquired Indebtedness or Capital Interest was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;,
(iv) non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business;
(v) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iii) above on the property so acquired;
(vi) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other disposition;
(vii) Permitted Refinancing IndebtednessIndebtedness (provided, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;,
(viiiv) provisions limiting any agreement for the disposition or distribution sale of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, a Subsidiary that restricts distributions by that Subsidiary pending its sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;,
(ixvi) restrictions with respect to any Foreign Restricted Subsidiary, any encumbrance or restriction contained in the terms of any Indebtedness or Capital Interests any agreement or instrument pursuant to which such Indebtedness was incurred or issued, if (A) the encumbrance or restriction applies only in the event of Foreign Subsidiaries;
a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement or instrument, (xB) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements encumbrance or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are restriction is not materially more restrictivedisadvantageous to the Holders of the Notes than is customary in comparable financings (as determined in good faith by the Board of Directors, taken whose determination shall be conclusive), and (C) the Company determines that any such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Notes (as a wholedetermined in good faith by the Board of Directors, whose determination shall be conclusive), and
(vii) with respect to such encumbrances and restrictions than those contained in those agreements on the date clause (c) of this Indenture;Section 4.14 only, any of the following encumbrances or restrictions:
(xiiA) Liens securing secured Indebtedness permitted to be incurred under Section 4.12 that limit limits the right of the debtor to dispose of the assets securing such Indebtedness and any encumbrance or restriction contained in security agreements, mortgages, purchase money agreements or similar instruments securing Obligations of a Subsidiary Guarantor to the extent such encumbrance or restriction restricts the transfer of the property subject to such Liens;security agreements, mortgages, purchase money agreements or similar instruments,
(xiiiB) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer non-assignment provisions (including provisions forbidding subletting) in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or lease, the property leased thereunder; and thereunder or the other interests therein,
(iiC) encumbrance or customary restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict asset sale agreements limiting the transfer of such assets pending the property subject to closing of such security agreementssale,
(D) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, pledges or mortgages; and
(xvE) any customary encumbrances or and restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings contained in agreements of the contracts, instruments or obligations referred to types described in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than definition of the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingterm "Permitted Business Investments."
Appears in 1 contract
Sources: Indenture (Houston Exploration Co)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any Restricted Subsidiary of its Restricted Subsidiaries the Company to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (xa) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company or any of its Restricted Subsidiaries on its Capital Interests or (y) pay any Indebtedness owed to the Company or any other of its Restricted Subsidiaries;
(iib) make any loans or advances to the Company or any other Restricted Subsidiary of its Restricted Subsidiariesthe Company; or
(iiic) transfer any of its properties or assets to the Company or any other Restricted Subsidiary of its Restricted Subsidiaries.
(b) The foregoing the Company. However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:
(i) any agreement or other document as in effect on the Issue Date or subsequent agreements or documents relating to the Company’s Indebtedness or Indebtedness of any Restricted Subsidiary and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of such agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not, in the good faith judgment of the Company, materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements or documents on the Issue Date;
(ii) this Indenture, the Notes or and the Note Subsidiary Guarantees;
(iiiii) applicable law, rule, regulation, license, permit, order regulation or similar restrictionorder;
(iiiiv) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(ivv) non-customary provisions restricting subletting or assignment of any lease, contract, or license and provisions in leases, contracts, licenses and other agreements entered into in that restrict the ordinary course assignment of businesssuch agreement or any rights thereunder;
(vvi) purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on that property (and proceeds thereof) of the nature described in clause (a)(iiic) above on the property so acquiredof this Section 4.13;
(vivii) any agreement in connection with the sale of assets or Capital Stock, including, without limitation, any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers restricts distributions by that Restricted Subsidiary or its assets pending such sale or other disposition;
(viiviii) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not, in the good faith judgment of the Company, materially more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.12 4.11 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiiix) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements;
(xi) any encumbrance or restriction existing at the time of the acquisition of property, so long as the encumbrances or restrictions relate solely to the property so acquired (and are not or were not created in anticipation of or in connection with the acquisition thereof);
(xii) restrictions on cash or and other deposits or net worth provisions in leases and other agreements imposed by direct or indirect customers or suppliers under contracts entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (ixiii) any such Person that becomes a Restricted Subsidiary or merges with or into a Restricted Subsidiary on or after the Issue Date, which encumbrance or restriction consisting is in existence at the time such Person becomes a Restricted Subsidiary or merges with or into a Restricted Subsidiary, but not created in connection with or in anticipation of customary nonassignmentsuch Person becoming a Restricted Subsidiary or merging with or into a Restricted Subsidiary, subletting or transfer provisions in leases governing leasehold interests and which is not applicable to the extent such provisions restrict the transfer of the lease any Person or the property leased thereunder; and or assets of any Person other than such Person or the property or assets of such Person becoming a Restricted Subsidiary;
(iixiv) encumbrance any Non-Recourse Receivable Subsidiary Indebtedness or restrictions contained in security agreements, pledges or mortgages securing Indebtedness other contractual requirements of a Receivable Subsidiary that is a Restricted Subsidiary to the extent in connection with a Qualified Receivables Transaction; provided that such restrictions restrict apply only to such Receivable Subsidiary or the transfer accounts receivable and other financial assets described in the definition of the property “Qualified Receivables Transaction” which are subject to such security agreements, pledges or mortgagesQualified Receivables Transaction; and
(xv) any other agreement governing Indebtedness entered into after the Issue Date that contains encumbrances or and restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictiverestrictive with respect to any Restricted Subsidiary than those in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Issue Date. Nothing contained in this Section 4.13 shall prevent the Company or any Restricted Subsidiary from (a) creating, taken as a wholeincurring, than assuming or suffering to exist any Liens otherwise permitted under Section 4.11 hereof or (b) restricting the encumbrances sale or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement other disposition of property or refinancingassets of the Company or any of its Restricted Subsidiaries that secure Indebtedness that is not prohibited by this Indenture.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
to (i) (xi)(A) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Interests Stock or (y2) with respect to any other interest or participation in, or measured by, its profits, or (B) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
, or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing . However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:
of (iA) the provisions of security agreements that restrict the transfer of assets that are subject to a Lien created by such security agreements, (B) the provisions of agreements governing Indebtedness incurred pursuant to clause (v) of the second paragraph of Section 4.09, (C) the Senior Credit Facilities, this Indenture, the Notes, the Exchange Notes, the May 1998 Indenture, the May 1998 Notes, the December 1998 Indenture, the December 1998 Notes, the 2002 Notes or and the Note Guarantees;
2002 Indenture, (iiD) applicable law, rule, regulation, license, permit, order or similar restriction;
(iiiE) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
, (ivF) by reason of customary non-assignment provisions in leases, contracts, licenses and other agreements leases entered into in the ordinary course of business;
business and consistent with past practices, (vG) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in this clause (a)(iiiiii) above on of the property so acquired;
preceding paragraph, (vi) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other disposition;
(viiH) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
, (viiiI) provisions limiting contracts for the disposition or distribution sale of assets or property in joint venture agreementsassets, partnership agreementsincluding, limited liability company operating agreementswithout limitation, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) customary restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such encumbrances and restrictions than those contained in those Subsidiary, (J) agreements on the date of this Indenture;
(xii) Liens securing relating to secured Indebtedness otherwise permitted to be incurred under Section pursuant to 4.09 and 4.12 that limit the right of the debtor to dispose of the assets subject to securing such Liens;
Indebtedness, (xiiiK) any restriction restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, or (L) customary provisions in leases joint venture agreements and other similar agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Indenture (Microdyne Corp)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
to (i) (xi)(x) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness owed by it to the Company or any of its Restricted Subsidiaries;
, (ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing restrictions will not apply to , except for such encumbrances or restrictions existing under or by reason of:
of (ia) the New Credit Facility as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facility, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, refinancings or any other Credit Facilities are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Notes or New Credit Facility as in effect on the Note Guarantees;
date of this Indenture, (iib) this Indenture and the Notes, (c) applicable law, rule, regulation, license, permit, order or similar restriction;
(iiid) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except except, in the case of Indebtedness, to the extent such Indebtedness or Capital Interest was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred;
, (ive) by reason of customary non-assignment provisions in leases, contracts, licenses and other agreements leases entered into in the ordinary course of business;
, (vf) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iiiiii) above on the property so acquired;
, (vi) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other disposition;
(viig) Permitted Refinancing IndebtednessDebt, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness 59 53 Debt are no more materially restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
, (viiih) provisions limiting the disposition any other security agreement, instrument or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only document relating to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as Senior Debt in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on after the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 , provided that limit such encumbrances or restrictions are customary in connection with such documents and that the right terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08New Credit Facility, (i) any such encumbrance or restriction consisting of Permitted Liens, (j) customary nonassignment, subletting or transfer provisions in leases governing leasehold interests joint venture agreements and other similar agreements relating to the extent distribution of revenue from such provisions restrict the transfer of the lease joint venture or the property leased thereunder; other business venture or (k) any agreement relating to a sale and (ii) encumbrance leaseback transaction or restrictions contained in security agreementscapital lease, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of but only on the property subject to such security agreements, pledges transaction or mortgages; and
(xv) any lease and only to the extent that such restrictions and encumbrances are customary with respect to a sale and leaseback transaction or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingcapital lease.
Appears in 1 contract
Sources: Indenture (Belco Oil & Gas Corp)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall Issuer will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (x) pay dividends or make any other distributions on its Capital Stock to the Company Issuer or any of its Restricted Subsidiaries on its Capital Interests Subsidiaries, or (y) pay any Indebtedness or other obligations owed to the Company Issuer or any of its Restricted Subsidiaries;
(ii) make loans or advances to the Company Issuer or any of its Restricted Subsidiaries; or
(iii) transfer any of its properties or assets to the Company Issuer or any of its Restricted Subsidiaries.
(b) The foregoing However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:
(i) agreements as in effect on the Issue Date (including agreements related to the Existing Credit Agreement) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date;
(ii) this Indenture, the Notes or and the Note Guarantees;
(iiiii) applicable law, rule, regulation, license, permit, order regulation or similar restrictionorder;
(iiiiv) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the PersonPerson (including proceeds thereof), so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(ivv) customary non-assignment provisions in leases, contracts, licenses and other agreements contracts entered into in the ordinary course of businessbusiness and consistent with past practices;
(vvi) purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on that property of the nature described in clause (a)(iiiSection 4.08(a)(iii) above on the property so acquired;
(vi) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other dispositionhereof;
(vii) Permitted Refinancing IndebtednessIndebtedness to effect a refinancing of Indebtedness referred to in Section 4.08(b)(i), Section 4.08(b)(iv) and this Section 4.08(b)(vii); provided that the encumbrances or restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more materially restrictive, taken as a whole, in respect of any Restricted Subsidiary, or the Issuer and its Restricted Subsidiaries, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) agreements governing other Indebtedness of the Issuer and one or more Restricted Subsidiaries permitted under this Indenture; provided that the restrictions in the agreements governing such Indebtedness are not materially more restrictive, taken as a whole, in respect of any Restricted Subsidiary, or the Issuer and its Restricted Subsidiaries, taken as a whole, than those in this Indenture;
(ix) any restriction on the sale or other disposition of property or assets securing Indebtedness as a result of a Permitted Lien on such property or assets;
(x) provisions limiting with respect to the sale of assets or properties (including any agreement for the sale or other disposition of a Subsidiary not otherwise prohibited by this Indenture that prohibits distributions by that Subsidiary) imposed pursuant to an agreement entered into for the sale or disposition of the assets or properties (whether by, asset sale, stock sale or otherwise) pending the closing of such sale or disposition;
(xi) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, agreements and other similar agreements entered into in the ordinary course of business or asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred agreements entered into in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date terms of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction restrictions on cash or other deposits or net worth provisions in leases and other agreements imposed by customers under contracts entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that in the encumbrances event TV One or restrictions in such amendmentsits Subsidiaries become Restricted Subsidiaries, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingagreements governing Permitted TV One Indebtedness.
Appears in 1 contract
Sources: Indenture (Radio One, Inc.)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Except as provided in Section 4.08(b) below, the Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:
(i) (x1) pay dividends or make any other distributions on its Equity Interests to the Company or any of its other Restricted Subsidiaries on its Capital Interests or Subsidiary;
(y2) pay any Indebtedness Debt or other liabilities owed to the Company or any of its other Restricted SubsidiariesSubsidiary;
(ii3) make loans or advances to the Company or any of its other Restricted SubsidiariesSubsidiary; or
(iii4) sell, lease or transfer any of its properties property or assets to the Company or any of its other Restricted SubsidiariesSubsidiary.
(b) The foregoing restrictions provisions of Section 4.08(a) hereof will not apply to any encumbrances or restrictions existing under or by reason ofrestrictions:
(i1) this Indenture, the Notes or the Note Guarantees;
(ii) applicable law, rule, regulation, license, permit, order or similar restriction;
(iii) any instrument included in agreements governing Indebtedness (including Acquired Debt) or Capital Interests of a Person acquired by the Company or any of its Restricted Subsidiaries Debt as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Personeffect, or entered into, on the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquiredIssue Date, and any amendments, modifications, restatements, extensions, renewals, supplementsreplacements or refinancings of those agreements; provided that the encumbrances and restrictions in the amendment, refundingsmodification, restatement, extension, renewal, replacement or refinancing are, taken as a whole, not materially less favorable to the Holders (as determined in good faith by the Company) than the encumbrances or restrictions being amended, modified, restated, extended, renewed, replaced or refinanced;
(2) existing pursuant to this Indenture, the Notes, the Note Guarantees or the Security Documents;
(3) existing under or by reason of applicable law, rule, regulation or order;
(4) existing under any agreements or other instruments of, or with respect to:
(A) any Person, or the property or assets of any Person, at the time the Person is acquired by the Company or any Restricted Subsidiary, or
(B) any Unrestricted Subsidiary at the time it is designated or is deemed to become a Restricted Subsidiary; which encumbrances or restrictions (x) are not applicable to any other Person or the property or assets of any other Person and (y) were not put in place in anticipation of such event (other than in connection with the Incurrence of Debt of the type referred to in Section 4.09(b)(10) hereof) and any amendments, modifications, restatements, extensions, renewals, replacements or refinancings of any such agreements or instruments (of the foregoing, provided that the amendmentsencumbrances and restrictions in the amendment, modificationsmodification, restatementsrestatement, renewalsextension, supplementsrenewal, refundings, replacements replacement or refinancings are no more restrictiverefinancing are, taken as a whole, not materially less favorable to the Holders (as determined in good faith by the Company) than the encumbrances or restrictions being amended, modified, restated, extended, renewed, replaced or refinanced;
(5) of the type described in Section 4.08(a)(4) arising or agreed to (i) in the ordinary course of business that restrict in a customary manner (as determined in good faith by the Company) the subletting, assignment or transfer of any property or asset that is subject to a lease, license, conveyance or similar contract, including with respect to intellectual property, (ii) that restrict in a customary manner (as determined in good faith by the Company), pursuant to provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements, the transfer of ownership interests in, or assets of, such partnership, limited liability company, Joint Venture or similar Person or (iii) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any property or assets of, the Company or any Restricted Subsidiary;
(6) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of the Capital Stock of, or property and assets of, the Restricted Subsidiary pending closing of such sale or disposition that is permitted by this Indenture;
(7) consisting of customary restrictions (as determined in good faith by the Company) pursuant to any Permitted Receivables Financing;
(8) existing pursuant to Permitted Refinancing Debt; provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Debt are, taken as a whole, not materially less favorable to the Holders (as determined in good faith by the Company) than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurredDebt being refinanced;
(iv9) non-assignment provisions consisting of restrictions on cash or other deposits or net worth imposed by lessors, customers, suppliers or required by insurance surety bonding companies or in leasesconnection with any reclamation activity of the Company or a Restricted Subsidiary, contractsin each case, licenses and other agreements entered into in the ordinary course of business;
(v10) existing pursuant to purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations Leases or operating leases or Mining Leases that impose encumbrances or restrictions of the nature described discussed in clause (a)(iiiSection 4.08(a)(4) above hereof on the property so acquiredacquired or covered thereby;
(vi11) existing pursuant to any agreement for the sale or other disposition of Equity Interests or assets of instrument relating to any Debt permitted to be Incurred by a Restricted Subsidiary that is not a Guarantor subsequent to the Issue Date pursuant to Section 4.09 hereof, which encumbrances or an restrictions are customary for a financing or agreement entered into for of such type (as determined in good faith by the sale of specified assets that restrict Company), and such encumbrances and restrictions will not materially adversely affect the sale of assets, distributions, loans Company’s ability to make principal or transfers interest payments on the Notes as and when they become due (as determined in good faith by that Restricted Subsidiary pending such sale or other dispositionthe Company);
(vii12) Permitted Refinancing Indebtedness, provided that existing pursuant to customary provisions (as determined in good faith by the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viiiCompany) provisions limiting the disposition or distribution of assets or property in joint venture agreementsventure, partnership agreements, limited liability company operating or similar agreements, asset sale agreements, sale-leaseback agreements, agreements and stock sale agreements and other similar agreements, which limitation is applicable only to required in connection with the assets that are the subject entering into of such agreementstransaction;
(ix13) restrictions in Indebtedness existing pursuant to any agreement or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with instrument relating to any Debt permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and if the Credit Agreement as Company determines in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided good faith that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements will not materially affect the Company’s ability to make principal or interest payments on the date of this IndentureNotes as and when they become due;
(xii14) Liens securing Indebtedness existing under or by reason of any Lien permitted to be incurred under Incurred pursuant to Section 4.12 hereof that limit limits the right of the debtor Company or any Restricted Subsidiary to dispose of the assets subject to such Liens;Lien; and
(xiii15) any restriction restrictions on cash or other deposits or net worth provisions in leases and other agreements imposed by customers under contracts entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Indenture (Foresight Energy LP)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (xa) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Interests profits, or (y) pay any Indebtedness owed to the Company or any other of its Restricted Subsidiaries;
(iib) make any loans or advances to the Company or any other of its Restricted Subsidiaries; or;
(iiic) sell, lease or transfer any of its properties or assets to the Company or any other of its Restricted Subsidiaries.; or
(bd) The foregoing guarantee the Company's obligations. However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:
(i) agreements as in effect on the date hereof or subsequent agreements relating to our Indebtedness or Indebtedness of any Subsidiary Guarantor and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date hereof;
(ii) this Indenture, the Notes or and the Note Subsidiary Guarantees;
(ii) applicable law, rule, regulation, license, permit, order or similar restriction;
(iii) applicable law;
(iv) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(ivv) customary non-assignment provisions in leases, contracts, licenses and other agreements leases entered into in the ordinary course of business;
(vvi) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on that property of the nature described in clause (a)(iiic) above on of the property so acquiredpreceding paragraph;
(vivii) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers restricts distributions by that Restricted Subsidiary pending such its sale or other disposition;
(viiviii) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.12 4.11 that limit the right of the debtor to dispose of the assets subject to such Liens;; and
(xiiix) any restriction on cash provisions with respect to the disposition or other deposits distribution of assets or net worth provisions property in leases joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Indenture (Villa Pines Care LLC)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (xa) pay dividends or make any other distributions on its Capital Stock (or with respect to any other interest or participation in, or measured by, its profits) to the Company or any of its Restricted Subsidiaries on its Capital Interests or (y) pay any Indebtedness liabilities owed to the Company or any of its Restricted Subsidiaries;
(iib) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(iiic) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing . However, the preceding restrictions will shall not apply to encumbrances or restrictions existing under or under, by reason of, or with respect to:
(i) this Indenturethe Credit Agreement, Existing Indebtedness or any other agreements in effect on the Notes Issue Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the Note Guaranteesencumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, than those in effect on the Issue Date;
(ii) applicable law, rule, regulation, license, permit, order regulation or similar restrictionorder;
(iii) any instrument governing Indebtedness (including Acquired Debt) Person or Capital Interests the property or assets of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect existing at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was and not incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, Person or the properties or assets of any Person, other than the Person, or the property or assets of the such Person, so acquired, acquired and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings of any such agreements or instruments (thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, than those contained in the Credit Agreement, Existing Indebtedness or such other agreements governing such original agreement or instrument); provided that, as in effect on the case date of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurredacquisition;
(iv) non-in the case of clause (c) of the first paragraph of this Section 4.08:
(A) provisions that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset,
(B) restrictions existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture, or
(C) restrictions arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary;
(v) provisions with respect to the disposition or distribution of assets or property in leases, contracts, licenses joint venture agreements and other similar agreements entered into in the ordinary course of business;
(v) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iii) above on the property so acquired;
(vi) any agreement for the sale or other disposition of Equity Interests all or substantially all of the capital stock of, or property and assets of of, a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers restricted distributions by that Restricted Subsidiary pending such sale or other disposition;; and
(vii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as of a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness Subsidiary permitted to be incurred under Section 4.12 this Indenture; provided that limit the right of the debtor to dispose of the assets subject to (A) such Liens;
(xiii) any restriction on cash encumbrances or other deposits or net worth provisions in leases restrictions are ordinary and other agreements entered into in the ordinary course of business;
(xiv) customary with respect to clause (a)(iii) the type of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunderIndebtedness being incurred; and (iiB) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions imposed will not affect the Company's ability to make principal and interest payments on the Notes, as determined in good faith by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings the Board of Directors of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingCompany.
Appears in 1 contract
Sources: Indenture (Rayovac Corp)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
to (i) (xa) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Interests Stock or (y2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (iii) transfer any of its properties or 53 53 assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing restrictions will not apply to , except for such encumbrances or restrictions existing under or by reason of:
of (ia) this Existing Indebtedness as in effect on the date of the Indenture, (b) the Notes Term Loan Agreement as in effect as of the date of the Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Note Guarantees;
Term Loan Agreement as in effect on the date of the Indenture, (iic) applicable lawthe Indenture and the Senior Notes, rule, regulation, license, permit, order or similar restriction;
(iiid) any instrument governing Acquired Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Acquired Indebtedness or Capital Interest was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(ive) non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business;
(v) purchase money obligations Purchase Money Obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iiiiii) above on the property so acquired;
, (vif) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other disposition;
(vii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, salecustomary non-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth assignment provisions in licenses, leases and other agreements relating to intellectual property entered into in the ordinary course of business;
(xiv) business and consistent with respect to clause (a)(iii) of this Section 4.08past practices, (ig) any agreements relating to the financing of the acquisition of real or tangible personal property acquired after the date of the Indenture, provided that such encumbrance or restriction consisting relates only to the property which is acquired and in the case of customary nonassignmentany encumbrance or restriction that constitutes a Lien, subletting such Lien constitutes a Purchase Money Lien, (h) any law or transfer provisions in leases governing leasehold interests any governmental regulation or order or pursuant to any agreement or understanding with any regulatory body or agency; provided that, if such order would prevent the Company from making a payment under the Indenture, the Company has used its reasonable efforts to have any such order diminished or removed by any regulator authorized to do so and to obtain any exemptive orders from the relevant regulator with respect to such encumbrance or restriction to the extent such provisions restrict the transfer of the lease exemptive orders are reasonably practicable under applicable laws and regulations, or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided contracts for the sale of assets, including, without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the encumbrances sale or restrictions in disposition of all or substantially all of the Capital Stock or assets of such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingSubsidiary.
Appears in 1 contract
Sources: Indenture (Oxford Health Plans Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
to (i) (x) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Interests profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
; (ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing . However, the preceding restrictions will shall not apply to encumbrances or restrictions existing under or by reason of:
of (i) agreements governing Existing Indebtedness and the Credit Facilities as in effect on the date hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date hereof; (ii) this Indenture, the Notes or and the Note Subsidiary Guarantees;
; (iiiii) applicable law, rule, regulation, license, permit, order or similar restriction;
; (iiiiv) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
; (ivv) non-customary non- assignment provisions in leases, contracts, licenses and other agreements leases entered into in the ordinary course of business;
business and consistent with past practices; (vvi) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iiiiii) above on of the property so acquired;
preceding paragraph; (vivii) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers restricts distributions by that Restricted Subsidiary pending such its sale or other disposition;
; (viiviii) Permitted Refinancing IndebtednessIndebtedness and Permitted Redeemable Stock, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness and Permitted Redeemable Stock are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
; (ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
; (xiiix) any restriction on cash provisions with respect to the disposition or other deposits distribution of assets or net worth provisions property in leases joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (iixi) encumbrance restrictions on cash or restrictions contained in security agreements, pledges other deposits or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions net worth imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings customers under contracts entered into in the ordinary course of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingbusiness.
Appears in 1 contract
Sources: Indenture (Potlatch Corp)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (x) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Interests profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(iii) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing However, the preceding restrictions in Section 10.10(a) will not apply to encumbrances or restrictions existing under or by reason of:
(i) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, increases, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, increases, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date;
(ii) this Indenture, the Notes or and the Note Subsidiary Guarantees;
(iiiii) applicable law, rule, regulation, licenseorder, permitapproval, order permit or similar restriction;
(iiiiv) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(ivv) customary non-assignment provisions in leases, contracts, leases and licenses and other agreements (including, without limitation, licenses of intellectual property) entered into in the ordinary course of business;
(v) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iii) above on the property so acquired;
(vi) any agreement for the sale or other disposition of Equity Interests assets, including without limitation an agreement for the sale or other disposition of the Capital Stock or assets of a Restricted Subsidiary or an agreement entered into for Subsidiary, that restricts distributions by the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that applicable Restricted Subsidiary pending such the sale or other disposition;
(vii) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under the provisions of Section 4.12 10.14 that limit the right of the debtor to dispose of the assets subject to such Liens;
(ix) the issuance of preferred stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such preferred stock is permitted pursuant to Section 10.11 and the terms of such preferred stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such preferred stock prior to paying any dividends or making any other distributions on such other Capital Stock);
(x) other Indebtedness of the Company or any of its Restricted Subsidiaries permitted to be incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with Section 10.11; provided that the provisions relating to such encumbrance or restriction contained in such Indebtedness are not materially less favorable to the Company and its Restricted Subsidiaries taken as a whole, as determined by the Company in good faith, than the provisions contained in the Credit Facilities and in this Indenture as in effect on the Issue Date;
(xi) customary provisions restricting subletting or assignment of any lease governing a leasehold interest;
(xii) Hedging Obligations permitted from time to time under this Indenture;
(xiii) any restriction restrictions on cash or other deposits or net worth provisions in leases and other agreements imposed by customers under contracts entered into in the ordinary course of business;; and
(xiv) with respect only to encumbrances or restrictions of the type referred to in clause (a)(iiiiii) of this Section 4.08, 10.10(a):
(iA) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer nonassignment provisions (including provisions forbidding subletting) in leases governing leasehold interests or Farm-In Agreements or Farm-Out Agreements relating to leasehold interests in oil and gas properties to the extent such provisions restrict the transfer of the lease or lease, the property leased thereunderthereunder or the other interests therein;
(B) provisions limiting the disposition or distribution of assets or property in, or transfer of Capital Stock of, joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into (1) in the ordinary course of business, consistent with past practice or (2) with the approval of the Company’s Board of Directors, which limitations are applicable only to the assets, property or Capital Stock that are the subject of such agreements; and and
(iiC) encumbrance or restrictions contained in Capital Lease Obligations, security agreements, pledges mortgages, purchase money agreements or mortgages securing Indebtedness of a Restricted Subsidiary similar instruments to the extent such restrictions restrict encumbrance or restriction restricts the transfer of the property (including Capital Stock) subject to such Capital Lease Obligations, security agreements, pledges mortgages, purchase money agreements or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingsimilar instruments.
Appears in 1 contract
Sources: First Supplemental Indenture (Plains Exploration & Production Co)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:
to (i) (xi)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Interests Stock or (y2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The . However, the foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of:
of (a) Existing Indebtedness as in effect on the date of this Indenture, (b) agreements as in effect as of the date of this Indenture, (c) Indebtedness or any agreement pursuant to which such Indebtedness was issued, incurred in accordance with clause (g), (h), (i), (k) or (n) of the second paragraph of Section 4.09 hereof, provided that such (A) encumbrances or restrictions are customary with respect to such types of Indebtedness (as 59 59 determined in good faith by the Chief Financial Officer of the Company), (B) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement and (C) the Board of Directors determines that any such encumbrance or restriction will not materially affect the Company's ability to pay principal, premium, interest and Additional Amounts pursuant to the terms of the Securities and this Indenture, (d) this Indenture, the Notes or Securities and the Note Guarantees;
Exchange Securities, (iie) applicable law, rule, regulation, license, permit, order or similar restriction;
(iiif) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was incurred or Capital Stock was issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson or its Subsidiaries, or the property or assets of the PersonPerson or its Subsidiaries, so acquired, and any amendmentsprovided, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
, (ivg) in the case of clause (iii) of the first paragraph of this Section 4.08, (A) existing by virtue of any transfer of, agreement to transfer, option or right to transfer with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture, or (B) arising or agreed in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, materially detract from the value of property or assets of the Company or Restricted Subsidiary to the Company or any Restricted Subsidiary, and that the Board of Directors determines will not materially affect the Company's ability to pay principal, premium, interest and Additional Amounts pursuant to the terms of the Securities and this Indenture, (h) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business;
business in leases, licenses and other contracts to the extent the provisions restrict the transfer, sublicensing or any license or subletting of any lease or the assignment of rights under such contract, (vi) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iiiiii) above on the property so acquired;
, (vij) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers restricts distributions by that Restricted Subsidiary pending such its sale or other disposition;
, (viik) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
, (viiil) Liens securing Indebtedness otherwise permitted to be incurred pursuant to the provisions of Section 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien, (m) provisions limiting with respect to the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to agreements entered into in the assets that are the subject ordinary course of such agreements;
business and (ixn) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements imposed by customers under contracts entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (io) restrictions created in connection with any such encumbrance or restriction consisting of customary nonassignmentReceivables Facility that, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer good faith determination of the lease Board of Directors are necessary or the property leased thereunderadvisable to effect such Receivables Facility; and (ii) encumbrance or restrictions contained in security agreementsprovided, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent however, that such restrictions restrict the transfer of the property subject apply only to such security agreements, pledges Receivables Entity; or mortgages; and
(xvp) any encumbrances or restrictions of the type referred to in clauses (i), (ii) and (iii) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (ia) through (xiiio) above; , provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially are, in the good faith 60 60 judgment of the Board of Directors, no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the encumbrances dividend or other payment restrictions prior to such amendmentamendments, modificationmodifications, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Indenture (Asia Global Crossing LTD)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (x) pay dividends or make any other distributions to the Company Issuer or any of its Restricted Subsidiaries on its Capital Interests or (y) pay any Indebtedness owed to the Company Issuer or any of its Restricted Subsidiaries;,
(ii) make loans or advances to the Company Issuer or any of its Restricted Subsidiaries; Subsidiaries or
(iii) transfer any of its properties or assets to the Company Issuer or any of its Restricted Subsidiaries.
(b) The However, the foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of:
(i) this Indenture, the Notes or the Note and any Guarantees;,
(ii) applicable law, rule, regulation, license, permit, order rule or similar restriction;regulation or order,
(iii) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests of a Person acquired by the Company Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;,
(iv) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business;business and consistent with past practices,
(v) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iii) above on the property so acquired;,
(vi) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers distributions by that Restricted Subsidiary pending such sale or other disposition;sale,
(vii) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;,
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreementsagreements entered into with the approval of the Board of Directors of the Issuer, which limitation is applicable only to the assets that are the subject of such agreements;,
(ix) restrictions in secured Indebtedness or Capital Interests otherwise permitted to be incurred pursuant to Section 4.12 hereof that limits the right of Foreign Subsidiaries;the debtor to dispose of the assets securing such Indebtedness,
(x) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business,
(xi) in the case of clause (a)(iii) of this Section 4.08, arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Issuer or any of its Restricted Subsidiaries in any manner material to the Issuer or any of its Restricted Subsidiaries,
(xii) provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to any Capital Stock of a Person other than on a pro rata basis,
(xiii) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Issuer's Board of Directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the New Credit Facility and this Indenture,
(xixiv) agreements governing existing Indebtedness and the Credit Agreement Facilities as in effect on the date of this Indenture Issue Date and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08Issue Date, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, modifications restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, in the good faith judgment of the Board of Directors of the Issuer, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
to (i) (xi)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (x) on its Capital Interests Stock or (y) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing restrictions will not apply to , except for such encumbrances or restrictions existing under or by reason of:
of (ia) Existing Indebtedness as in effect on the date of this Indenture, (b) the Credit Agreement and all related Senior Bank Debt documents as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Credit Agreement as in effect on the date of this Indenture, (c) this Indenture, the Notes or Subsidiary Guarantees and the Note Guarantees;
Notes, (iid) applicable law, rule, regulation, license, permit, order or similar restriction;
(iiie) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, Consolidated Cash Flow of such Person is not taken as a whole, than those contained into account in the agreements governing determining whether such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness acquisition was permitted by the terms of this Indenture to be incurred;
Indenture, (ivf) by reason of customary non-assignment provisions in leases, contracts, licenses and other agreements leases entered into in the ordinary course of business;
business and consistent with past practices, (vg) purchase money obligations or Capital Lease Obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iiiiii) above on the property so acquired;
, (vih) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other disposition;
(vii) Permitted permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict restrictions imposed on the transfer of the lease copyrighted or the property leased thereunder; patented materials and (ii) encumbrance or restrictions contained customary provisions in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions agreements that restrict the transfer assignees of such agreements or any rights thereunder, or (j) restrictions with respect to a Subsidiary of the property subject Company imposed pursuant to such security agreements, pledges a binding agreement which has been entered into for the sale or mortgages; and
(xv) any encumbrances disposition of all or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings substantially all of the contracts, instruments Capital Stock or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in assets of such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingSubsidiary.
Appears in 1 contract
Sources: Indenture (Rayovac Corp)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Interests profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(iii3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing . However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:
(i1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, PROVIDED that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture;
(2) this Indenture, the Notes and the Guarantees; 50
(3) applicable law or the Note Guaranteesrules and regulations promulgated thereunder;
(ii) applicable law, rule, regulation, license, permit, order or similar restriction;
(iii4) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided PROVIDED that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(iv5) customary non-assignment provisions in leases, contracts, licenses and other similar agreements entered into in the ordinary course of businessbusiness and consistent with past practices;
(v6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on that property of the nature described in clause (a)(iii3) above on of the property so acquiredpreceding paragraph;
(vi7) any agreement for the sale or other disposition of Equity Interests Capital Stock or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers restricts distributions by that Restricted Subsidiary pending such the sale or other disposition;
(vii) 8) Permitted Refinancing Indebtedness, provided PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii9) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii10) any restriction on cash provisions with respect to the disposition or other deposits distribution of assets or net worth provisions property in leases joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;
(xiv11) with respect to clause restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(a)(iii12) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the lease or holder of such Lien;
(13) Indebtedness incurred after the property leased thereunderdate of this Indenture in accordance with the terms of this Indenture; and (ii) encumbrance or PROVIDED that the restrictions contained in security agreementsthe agreements governing the new Indebtedness are, pledges or mortgages securing Indebtedness in the good faith judgment of the Board of Directors of the Company, not materially less favorable, taken as a Restricted Subsidiary whole, to the extent such restrictions restrict the transfer Holders of the property subject to such security agreements, pledges or mortgagesNotes than those contained in the agreements governing Indebtedness that were in effect on the date of this Indenture; and
(xv14) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i1) through (xiii13) above; provided PROVIDED that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are are, in the good faith judgment of the Board of Directors of the Company, not materially more restrictiveless favorable, taken as a whole, to the Holders of Notes than those contained in the encumbrances applicable contracts, instruments or restrictions obligations prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Indenture (Tsi Finance Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (xa) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Interests profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(iib) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(iiic) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing . However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:
(ia) this agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date or in the Credit Agreement;
(b) the Indenture, the Notes or and the Note Subsidiary Guarantees;
(iic) applicable law, rule, regulation, license, permit, order or similar restriction;
(iiid) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this the Indenture to be incurred;
(ive) customary non-assignment provisions in leases, contracts, licenses and other agreements leases entered into in the ordinary course of business;
(vf) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on that property of the nature described in clause (a)(iiic) above on of the property so acquiredpreceding paragraph;
(vig) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified any assets thereof that restrict the sale of assets, distributions, loans or transfers restricts distributions by that Restricted Subsidiary pending such the sale or other disposition;
(viih) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xiii) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.12 4.06 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiiij) any restriction on cash provisions with respect to the disposition or other deposits distribution of assets or net worth provisions property in leases joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;
(xivk) restrictions imposed in connection with respect to clause a financing transaction involving a sale or other disposition of accounts receivable and related assets (a)(iiiincluding, without limitation, in connection with a securitization or similar financing) of this or in connection with a financing involving a subsidiary trust or similar financing vehicle that is permitted by Section 4.084.03 hereof, (i) any such encumbrance or restriction consisting of customary nonassignmentprovided, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent that such restrictions restrict do not materially adversely affect the transfer of Company’s ability to pay interest and principal on the property subject to such security agreements, pledges or mortgagesNotes when due; and
(xvl) any encumbrances restrictions on cash or restrictions other deposits or net worth imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements customers under contracts entered into in the ordinary course of business or refinancings of the contracts, instruments imposed by governmental agencies or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingauthorities.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any Restricted Subsidiary of its Restricted Subsidiaries the Company to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (xa) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Interests profits, or (y) pay any Indebtedness owed to the Company or any other of its Restricted Subsidiaries;
(iib) make any loans or advances to the Company or any other Restricted Subsidiary of its Restricted Subsidiariesthe Company; or
(iiic) transfer any of its properties or assets to the Company or any other Restricted Subsidiary of its Restricted Subsidiaries.
(b) The foregoing the Company. However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:
(i) agreements as in effect on the date hereof or subsequent agreements relating to the Company’s Indebtedness or Indebtedness of any Subsidiary Guarantor and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date hereof;
(ii) this Indenture, the Notes or and the Note Subsidiary Guarantees;
(ii) applicable law, rule, regulation, license, permit, order or similar restriction;
(iii) applicable law;
(iv) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(ivv) customary non-assignment provisions in leases, contracts, licenses and other agreements leases entered into in the ordinary course of businessbusiness and consistent with past practices;
(vvi) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on that property of the nature described in clause (a)(iiic) above on the property so acquiredof this Section 4.13;
(vivii) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers restricts distributions by that Restricted Subsidiary pending such its sale or other disposition;
(viiviii) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.12 4.11 that limit the right of the debtor to dispose of the assets subject to such Liens;; and
(xiiix) any restriction on cash provisions with respect to the disposition or other deposits distribution of assets or net worth provisions property in leases joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Partnership shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:
(i1) (xA) pay dividends or make any other distributions on its Capital Stock to the Company Partnership or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Interests profits, or (yB) pay any Indebtedness owed to the Company Partnership or any of its Restricted Subsidiaries;
(ii2) make loans or advances to the Company Partnership or any of its Restricted Subsidiaries; or
(iii3) sell, lease or transfer any of its properties or assets to the Company Partnership or any of its Restricted Subsidiaries.
(b) The foregoing . However, the restrictions will above shall not apply to encumbrances or restrictions existing under or by reason of:
(i4) this the Indenture, the Notes Notes, the Subsidiary Guarantees or the Note GuaranteesCollateral Documents, each as the same may be amended, restated, modified, renewed, extended, refunded, replaced in any manner or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time;
(ii5) applicable law, rule, regulation, license, permit, order or similar restrictiona Credit Facility and the collateral documents related thereto;
(iii6) applicable law or any applicable rule or order;
(7) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company Partnership or any of its Restricted Subsidiaries as in effect at the time of such the acquisition (except to the extent such that Indebtedness or Capital Interest was incurred or issued in connection with or in contemplation of such the acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, Person so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument)acquired Person’s subsidiaries; provided that, in the case of Indebtedness, such the Indebtedness was permitted by the terms of this Indenture to be incurred;
(iv) 8) customary non-assignment provisions in leases, contracts, licenses leases and other agreements contracts entered into in the ordinary course of business;
(v9) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iii) above on the sale, lease or transfer of property so acquired;; and
(vi10) any agreement for the sale restriction or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into encumbrance contained in contracts for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers permitted by that Restricted Subsidiary pending such sale or other disposition;
(vii) Permitted Refinancing Indebtednessthis Indenture, provided that the such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable encumbrances relate only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect being sold pursuant to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the these contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
to (i) (xi)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Interests Stock or (y2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The . However, the foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of:
of (a) Existing Indebtedness as in effect on the date of this Indenture, (b) agreements as in effect as of the date of this Indenture, (c) Indebtedness incurred in accordance with clause (g), (h), (i), (k) or (n) of the second paragraph of Section 4.09 hereof, provided that such encumbrances or restrictions are customary with respect to such types of Indebtedness (as determined in good faith by the Chief Financial Officer of the Company) and provided further that the provisions of such Indebtedness do not prohibit payments by the Company of principal, premium, interest and Additional Amounts pursuant to the terms of the Notes and this Indenture, (e) this Indenture, the Notes or and the Note Guarantees;
Exchange Notes, (iif) applicable law, rule, regulation, license, permit, order or similar restriction;
(iiig) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendmentsprovided, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
, (ivh) customary non-assignment provisions in leases, contracts, licenses and other agreements leases entered into in the ordinary course of business;
business and consistent with past practices, (vi) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iiiiii) above on the property so acquired;
, (vij) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers restricts distributions by that Restricted Subsidiary pending such its sale or other disposition;
, (viik) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
, (viiil) Liens securing Indebtedness otherwise permitted to be incurred pursuant to the provisions of Section 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien, (m) provisions limiting with respect to the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to agreements entered into in the assets that are the subject ordinary course of such agreements;
business and (ixn) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements imposed by customers under contracts entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company and Holdings shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
to (i) (xi)(a) pay dividends or make any other distributions to the Company Company, Holdings or any of its the Restricted Subsidiaries (1) on its Capital Interests Stock or (y2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to the Company Company, Holdings or any of its the Restricted Subsidiaries;
, (ii) make loans or advances to the Company Company, Holdings or any of its the Restricted Subsidiaries; or
Subsidiaries or (iii) transfer any of its properties or assets to the Company Company, Holdings or any of its the Restricted Subsidiaries.
(b) The foregoing restrictions will not apply to , except for such encumbrances or restrictions existing under or by reason of:
of (i) this Indenture, the Notes or the Note Guarantees;
(iia) applicable law, rule, regulation, license, permit, order or similar restriction;
(iiib) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company Company, Holdings or any of its the Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
, (ivc) by reason of customary non-assignment provisions in leases, contractslicenses, licenses and other agreements encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business;
business and consistent with past practices, (vd) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iiiiii) above on the property so acquired;
, (vie) existing by virtue of any transfer of, agreement for the sale to transfer, option or other disposition of Equity Interests right with respect to, or Lien on, any property or assets of the Company, Holdings or any Restricted Subsidiary not otherwise prohibited by this Indenture, (f) with respect to a Restricted Subsidiary or and imposed pursuant to an agreement that has been entered into for the sale or disposition of specified all or substantially all of the Capital Stock of, or property and assets that restrict of, such Restricted Subsidiary, (g) Indebtedness of the sale of assetsCompany and its Restricted Subsidiaries containing restrictions on dividends, distributionsdistributions and other payments to Holdings and its Restricted Subsidiaries (other than the Company and its Restricted Subsidiaries), loans or transfers by that Restricted Subsidiary pending such sale or other disposition;
(viih) Permitted Refinancing Indebtednessthe New Credit Facility, provided that the such restrictions are no more restrictive than those contained in the agreements governing New Credit Facility as in effect on the Issue Date or such Permitted Refinancing Indebtedness are is no more materially restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Indenture (Desa Holdings Corp)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (xa) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Interests profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(iib) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(iiic) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing . However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:
(ia) this agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date;
(b) the Indenture, the Notes or and the Note Subsidiary Guarantees;
(iic) applicable law, rule, regulation, license, permit, order or similar restriction;
(iiid) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this the Indenture to be incurred;
(ive) customary non-assignment provisions in leases, contracts, licenses and other agreements leases entered into in the ordinary course of business;
(vf) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on that property of the nature described in clause (a)(iiic) above on of the property so acquiredpreceding paragraph;
(vig) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified any assets thereof that restrict the sale of assets, distributions, loans or transfers restricts distributions by that Restricted Subsidiary pending such the sale or other disposition;
(viih) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xiii) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.12 4.06 of this Fourth Supplemental Indenture that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiiij) any restriction on cash provisions with respect to the disposition or other deposits distribution of assets or net worth provisions property in leases joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;
(xivk) restrictions imposed in connection with respect to clause a financing transaction involving a sale or other disposition of accounts receivable and related assets (a)(iiiincluding, without limitation, in connection with a securitization or similar financing) or in connection with a financing involving a subsidiary trust or similar financing vehicle that is permitted by Section 4.03 of this Section 4.08Fourth Supplemental Indenture, (i) any such encumbrance or restriction consisting of customary nonassignmentprovided, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent that such restrictions restrict do not materially adversely affect the transfer of Company’s ability to pay interest and principal on the property subject to such security agreements, pledges or mortgagesNotes when due; and
(xvl) any encumbrances restrictions on cash or restrictions other deposits or net worth imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements customers under contracts entered into in the ordinary course of business or refinancings of the contracts, instruments imposed by governmental agencies or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingauthorities.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to:
: (i) (x) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or measured by, its profits; provided that the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock, or (y) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to pay Indebtedness owed to the Company or any of its Restricted Subsidiaries;
); (ii) make loans or advances to the Company or any of its Restricted SubsidiariesSubsidiaries (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or
or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing restrictions will not apply to , except in each case for such encumbrances or restrictions existing under or by reason of:
: (ia) Indebtedness or agreements or instruments outstanding on the Issue Date; (b) this Indenture, Indenture and the Notes or Notes; (c) the Note Guarantees;
Credit Agreements as in effect on the Issue Date; (iid) applicable law, law or any applicable rule, regulation, license, permit, regulation or order of any court or similar restriction;
governmental authority; (iiie) any agreement or instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except with respect to the extent such Indebtedness or Capital Interest was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person or such Person’s subsidiaries, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
; (ivf) restrictions of the nature described in clause (iii) above by reason of customary non-assignment provisions in leases, contracts, licenses agreements, and other agreements leases entered into in the ordinary course of business;
business and consistent with past practices; (vg) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iiiiii) above on the property so acquired;
; (vih) any agreement for the sale or other disposition of Equity Interests or assets of restriction with respect to a Restricted Subsidiary or imposed pursuant to an agreement entered into for the sale or disposition of specified Capital Stock or assets that restrict the sale of assets, distributions, loans or transfers by that such Restricted Subsidiary pending the closing of such sale or other disposition;
; (vii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xii) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect instruments relating to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 pursuant to this Indenture that limit the right of the debtor to dispose of the assets subject securing such Indebtedness; (j) customary encumbrances or restrictions contained in agreements entered into in connection with Hedging Obligations permitted from time to such Liens;
time under this Indenture; (xiiik) any encumbrance or restriction on cash existing under any instrument or agreement that amends, extends, renews, refinances or replaces the agreements or instruments containing the encumbrances or restrictions in the foregoing clauses (a), (b), (c), (e), (g) or this clause (k); provided that the terms and conditions of any such encumbrances or restrictions are not in the good faith judgment of the Company materially more restrictive than those contained in such agreement; (l) any other agreement or instrument governing Indebtedness or other deposits obligations entered into after the Issue Date that either (A) contains encumbrances and restrictions that in the good faith judgment of the Company are not materially more restrictive with respect to any Restricted Subsidiary than those in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Issue Date or net worth (B) contains encumbrances or restrictions that are customary and do not prohibit (except upon a default or an event of default thereunder) the payment of dividends, loans or advances in an amount sufficient, as determined by the Company in good faith, to make scheduled payments of cash interest and principal on the notes when due; and (m) provisions with respect to the disposition or distribution of assets or property in leases partnership agreements, joint venture agreements, asset sale agreements, sale leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Indenture (Gulfmark Offshore Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (x) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Interests or (y) pay any Indebtedness owed to the Company or any of its Restricted SubsidiariesSubsidiaries (it being understood that the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common Equity Interests shall not be deemed a restriction on the ability to make distributions on Capital Interests);
(ii) make loans or advances to the Company or any of its Restricted SubsidiariesSubsidiaries (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or
(iii) transfer any of its properties or assets to the Company or any of its Restricted SubsidiariesSubsidiaries (it being understood that such transfers shall not include any type of transfer described in clause (i) or (ii) above).
(b) The foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of:
(i) this Indenture, the Notes or the Note Guarantees;
(ii) applicable law, rule, regulation, license, permit, order or similar restriction;
(iii) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(iv) non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business;
(v) purchase money obligations for property acquired in the ordinary course of business and Capital Finance Lease Obligations that impose restrictions of the nature described in clause (a)(iii) above on the property so acquired;
(vi) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other disposition;
(vii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Indenture (Viavi Solutions Inc.)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
of the Company to (i) (xa) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Interests Stock or (y2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing restrictions will not apply to , except for such encumbrances or restrictions existing under or by reason of:
of (ia) Existing Indebtedness as in effect on the date of this Indenture, (b) the Notes Credit Facility as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Note Guarantees;
Credit Facility as in effect on the date of this Indenture, (iic) this Indenture and the Notes, (d) applicable law, rule, regulation, license, permit, order or similar restriction;
(iiie) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
, (ivf) by reason of customary non-assignment provisions in leases, contracts, licenses and other agreements leases entered into in the ordinary course of business;
business and consistent with past practices, (vg) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iiiiii) above on the property so acquired;
acquired or (vi) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other disposition;
(viih) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Financing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (x) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Interests or (y) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The However, the foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of:
(i) this Indenture, the Notes or Notes, any Guarantees and the Note GuaranteesCollateral Agreements;
(ii) applicable law, rule, regulation, license, permit, order rule or similar restrictionregulation or order;
(iii) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided PROVIDED that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(iv) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of businessbusiness and consistent with past practices;
(v) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations not incurred in violation of this Indenture that impose restrictions of the nature described in clause (a)(iii) above on the property so acquiredfinanced with such Indebtedness;
(vi) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other disposition;
(vii) Permitted Refinancing Indebtedness, provided ; PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viiivii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreementsagreements entered into with the approval of the Board of Directors of the Company, which limitation is applicable only to the assets that are the subject of such agreements;
(viii) secured Indebtedness otherwise permitted to be incurred pursuant to SECTION 4.13 hereof that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(ix) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in Indebtedness the ordinary course of business;
(x) in the case of clause (a)(iii) of this SECTION 4.08, provisions arising or Capital Interests agreed to in the ordinary course of Foreign business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any of its Restricted Subsidiaries in any manner material to the Company or any of its Restricted Subsidiaries;
(xxi) provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to any Capital Interests of a Person other than on a pro rata basis;
(xii) restrictions in other Indebtedness incurred in compliance with Section SECTION 4.09 hereof;; PROVIDED that such restrictions, taken as a whole, are, in the good faith judgment of the Company's Board of Directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the Revolver and this Indenture; and
(xixiii) agreements governing existing Indebtedness and the Credit Agreement Facilities as in effect on the date of this Indenture Issue Date and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided PROVIDED that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingIssue Date.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
to (i) (xi)(x) pay dividends or make any other distributions to the Company or any of its the Restricted Subsidiaries of the Company (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness owed to the Company or any Restricted Subsidiaries of its Restricted Subsidiaries;
the Company, (ii) make loans or advances to the Company or any Restricted Subsidiaries of its Restricted Subsidiaries; or
the Company or (iii) transfer any of its properties or assets to the Company or any Restricted Subsidiaries of its Restricted Subsidiaries.
(b) The foregoing restrictions will not apply to the Company, except for such encumbrances or restrictions existing under or by reason of:
of (ia) the Existing Credit Facility as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facility, PROVIDED that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, refinancings or other Credit Facilities are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Notes or Existing Credit Facility as in effect on the Note Guarantees;
date of this Indenture, (iib) this Indenture and the Securities, (c) applicable law, rule, regulation, license, permit, order or similar restriction;
(iiid) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except except, in the case of Indebtedness, to the extent such Indebtedness or Capital Interest was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided PROVIDED that, in the case of Indebtedness, such Indebtedness or Capital Stock was permitted by the terms of this Indenture to be incurred;
, (ive) by reason of customary non-assignment provisions in leases, contracts, licenses and other agreements leases entered into in the ordinary course of business;
, (vf) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iiiiii) above on the property so acquired;
, (vi) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other disposition;
(viig) Permitted Refinancing IndebtednessDebt, provided PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness Debt are no more materially restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
, or (viiih) any other security agreement, instrument or document relating to Senior Debt hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Existing Credit Facility, (i) Permitted Liens, (j) customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only agreements relating to the assets that are the subject distribution of revenues from such agreements;
joint venture or other business venture, or (ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiiik) any restriction agreement relating to a sale and leaseback transaction or capital lease, but only on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges transaction or mortgages; and
(xv) any lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingcapital lease.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
to (i) (xi)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Interests Stock or (y2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
41 Subsidiaries or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing restrictions will not apply to , except for such encumbrances or restrictions existing under or by reason of:
of (ia) this Indenturethe New Credit Facility, as in effect as of the Notes date hereof, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Note Guarantees;
New Credit Facility, as in effect on the date hereof, (iib) the Indenture and the Notes, (c) applicable law, law or any applicable rule, regulationregulation or order, license, permit, order or similar restriction;
(iiid) any agreement or instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness agreement or Capital Interest instrument was incurred created or issued entered into in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings (e) by reason of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(iv) customary non-assignment provisions in leases, contractslicenses, licenses and other agreements encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business;
business and consistent with past practices, (vf) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iiiiii) above on the property so acquired;
, (vig) any agreement for the sale Purchase Money Note, or other disposition of Equity Interests Indebtedness or assets of contractual requirements incurred with respect to a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assetsQualified Receivables Transaction relating to a Receivables Subsidiary, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other disposition;
(viih) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
refinanced and (viiii) provisions limiting contracts for the disposition or distribution sale of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) containing customary restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on a Subsidiary pursuant to an agreement that has been entered into for the date sale or disposition of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right all or substantially all of the debtor to dispose Capital Stock or assets of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingSubsidiary.
Appears in 1 contract
Sources: Indenture (Crew J Operating Corp)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
to (i) (xa) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Interests profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (iib) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (iiic) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing . However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:
of (i) this Indenturethe Credit Facilities as in effect on the Issue Date, the Notes or the Note Guarantees;
(ii) applicable lawcontractual encumbrances or restrictions as in effect on the Issue Date, ruleincluding pursuant to Existing Indebtedness, regulation, license, permit, order or similar restriction;
(iii) this Indenture and the Notes, the Exchange Notes, the Guarantees and the Security Documents, (iv) applicable law or regulation, (v) any agreement or other instrument governing Indebtedness (including Acquired Debt) or Capital Interests of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(ivvi) non-assignment customary provisions in leases, contracts, licenses and other agreements leases entered into in the ordinary course of business;
, (vvii) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired of the nature described in clause (a)(iiic) above on of the property so acquired;
preceding paragraph, (viviii) any agreement for the sale or other disposition of Equity Interests or assets of assets, including, without limitation customary restrictions with respect to a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers restricts distributions by that Restricted Subsidiary pending such its sale or other disposition;
, (viiix) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreementsRefinanced, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
Lien, (xiiixi) any restriction on cash provisions with respect to the disposition or other deposits distribution of assets or net worth provisions property in leases joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;
, (xii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xiii) other Indebtedness of any Restricted Subsidiary that is not a Domestic Subsidiary permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section 4.09 hereof, (xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject type referred to such security agreementsin clauses (a), pledges or mortgages; and
(xvb) any encumbrances or restrictions and (c) of the preceding paragraph imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings Refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; , provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings Refinancings are not materially (in the good faith judgment of the Management Committee) no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than the encumbrances those contained in such contracts, instruments or restrictions obligations prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingRefinancing, (xv) any agreement relating to a sale and leaseback transaction or Capital Lease Obligation, but only on the property subject to such transaction or Capital Lease Obligation and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or Capital Lease Obligation, (xvi) any encumbrance or restriction that will not in the aggregate cause the Issuers not to have the funds necessary to pay the principal of, premium, if any, or interest on the Notes, and First-Lien Obligations, (xvii) the subordination in right of payment of any intercompany obligations between the Company and its Restricted Subsidiaries to any unsubordinated Indebtedness; provided that any such intercompany obligations are subordinated to the Notes to at least the same extent as such intercompany obligations are subordinated to the other unsubordinated Indebtedness, (xviii) restrictions in any agreement with a non-Affiliate minority stockholder of any Restricted Subsidiary that is not a Wholly-Owned Subsidiary requiring the consent of such minority shareholder to the payment of dividends, the payment of any Indebtedness of such Restricted Subsidiary, the making of loans or advances or the transfer of assets by such Restricted Subsidiary which require that such payments or transfers be made on a pro rata basis or (xix) any other agreement, instrument or document relating to Indebtedness other than Subordinated Obligations hereafter in effect, provided that the terms and conditions of such encumbrances or restrictions are not more restrictive than those encumbrances or restrictions imposed as part of the First-Lien Obligations under the Credit Agreement as in effect on the Issue Date.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Except as provided in Section 4.02(b) hereof, the Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (x1) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on with respect to its Capital Interests Stock or (y) any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(ii2) make loans or advances to the Company or any of its other Restricted SubsidiariesSubsidiary; or
(iii3) transfer any of its properties property or assets to the Company or any of its other Restricted SubsidiariesSubsidiary.
(b) The foregoing restrictions will provisions of Section 4.02 hereof shall not apply to any encumbrances or restrictions existing under or under, by reason ofof or with respect to:
(i1) this the Credit Facilities, Existing Indebtedness or any other agreements, in each case, in effect on the date of the Indenture, and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or refinancings are not materially more restrictive, taken as a whole, than those in effect on the date of the Indenture;
(2) the Indenture, the Notes or and the Note Subsidiary Guarantees;
(ii3) (a) applicable law, rule, regulation, license, permit, regulation or order of any governmental authority or similar restriction(b) any contracts with customers or other parties entered into in the ordinary course of business that impose restrictions of the nature described in clause (3) of Section 4.02(a);
(iii4) any agreement or other instrument governing Indebtedness (including Acquired Debt) of any Person, or Capital Interests the property or assets of a Person such Person, acquired by the Company or any of its Restricted Subsidiaries as in effect Subsidiaries, existing at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was and not incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, Person or the properties or assets of any Person, other than the Person, or the property or assets of the such Person, so acquired, acquired and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings of any such agreements or instruments (thereof; provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements replacement or refinancings are no not materially more restrictive, taken as a whole, than those contained in effect on the agreements governing such original agreement or instrument); provided that, date of the acquisition;
(5) in the case of Indebtednessclause (3) of Section 4.02(a):
(A) that restrict in a customary manner the subletting, such Indebtedness was permitted assignment or transfer of any property or asset that is subject to a lease, license, conveyance or similar contract,
(B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by the terms of this Indenture to be incurred;Indenture, or
(ivC) non-assignment provisions in leases, contracts, licenses and other agreements entered into arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company and its Restricted Subsidiaries, taken as a whole, in any manner material to the Company and its Restricted Subsidiaries, taken as a whole;
(v) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iii) above on the property so acquired;
(vi6) any agreement for the sale or other disposition of Equity Interests all or substantially all of the Capital Stock of, or property and assets of of, a Restricted Subsidiary pending closing of such sale or an disposition or any agreement entered into for the sale or other disposition of specified any property or assets that restrict restricts the sale or other disposition of assets, distributions, loans such property or transfers by that Restricted Subsidiary assets pending such sale or other disposition;
(vii7) Permitted Refinancing Indebtednessany refinancing Indebtedness permitted under the Indenture, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness refinancing indebtedness are no not materially more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting 8) contained in the disposition terms of any Indebtedness permitted under the Indenture or distribution of assets any agreement pursuant to which such Indebtedness was issued if the encumbrance or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation restriction is applicable only not materially more disadvantageous to the assets that are Holders of the subject Notes than is customary in comparable financings (as determined by the Company in good faith) or contained in the terms of such agreementsany Permitted Lien;
(ix9) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into purchase money obligations for property acquired in the ordinary course of business, Capital Lease Obligations, industrial revenue bonds, or operating leases that impose encumbrances or restrictions of the nature described in clause (3) of Section 4.02(a) (or, in the case of Non-Recourse Acquisition Debt of the nature described in any clause of Section 4.02(a)) on the property so acquired or covered thereby;
(xiv10) with respect to clause (a)(iii) encumbrances or restrictions existing under or by reason of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to joint venture or similar agreements, asset sale agreements and stock sale agreements required in connection with the extent entering into of such provisions restrict transaction;
(11) customary restrictions imposed on the transfer and assignment of intellectual property;
(12) agreements entered into between a Restricted Subsidiary and another Restricted Subsidiary which second Restricted Subsidiary is not a Subsidiary of the lease or the property leased thereunder; and first Restricted Subsidiary;
(ii13) encumbrance encumbrances or restrictions contained in security agreements, pledges any Indebtedness or mortgages securing Indebtedness of other agreement incurred by a Foreign Restricted Subsidiary to the extent such Subsidiary;
(14) encumbrances or restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgagesin connection with a Qualified Securitization Transaction; and
(xv15) any encumbrances other indenture or certificate of designation governing preferred stock so long as the restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements contained therein are no more materially restrictive than those in the indenture relating to the Notes or refinancings of that are customary for the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancinggiven instrument.
Appears in 1 contract
Sources: First Supplemental Indenture (Perry Ellis International Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
to (i) (xi)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Interests Stock, or (y2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
, or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing restrictions will not apply to , except for such encumbrances or restrictions existing under or by reason of:
of (ia) Existing Indebtedness as in effect on the Issue Date, (b) the New Credit Facility, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement, or refinancings are no more restrictive in the aggregate with respect to such dividend and other payment restrictions than those contained in the New Credit Facility (or any successor facility thereof), (c) this Indenture, the Notes or and the Note Subsidiary Guarantees;
, (iid) applicable law, rule, regulation, license, permit, order or similar restriction;
(iiie) any instrument regarding the sale, lease or purchase of any asset or governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
, (ivf) by reason of customary non-assignment provisions in leases, contracts, licenses and other agreements or leases entered into in the ordinary course of business;
business and consistent with past practices, (vg) mortgages or other purchase money obligations or Capital Lease Obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iiiiii) above on the property so acquired;
, (vih) any contracts for the sale of assets, including restrictions with respect to a Restricted Subsidiary under an agreement for the sale or other disposition of Equity Interests all the stock or assets of a such Restricted Subsidiary Subsidiary, or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other disposition;
(viii) Permitted Refinancing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, restrictive in the aggregate than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiary Subsidiaries to:
: (i) (x) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Interests profits, or (y) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
; (ii) make any loans or advances to the Company or any of its Restricted Subsidiaries; or
or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing . However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:
: (i1) any agreement in effect or entered into on the date of this Indenture, including agreements governing Existing Indebtedness Credit Facilities and Floor Plan Facilities as in effect on the date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings of such instrument are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture; (2) this Indenture, the Notes or and the Note Subsidiary Guarantees;
; (ii3) applicable law, law and any applicable rule, regulation, license, permit, order regulation or similar restriction;
order; (iii4) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
; (iv5) customary non-assignment provisions in leases, contracts, licenses and other agreements leases entered into in the ordinary course of business;
; (v6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on that property of the nature described in clause (a)(iiiiii) above on of the property so acquired;
preceding paragraph; PROVIDED that any such encumbrance or restriction is released to the extent the underlying Lien is released or the related Indebtedness is repaid; (vi7) any agreement for the sale or other disposition of Equity Interests or assets of assets, including, without limitation, customary restrictions with respect to a Restricted Subsidiary or pursuant to an agreement that has been entered into for the sale or disposition of specified substantially all of Capital Stock or substantially all of the assets of that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other disposition;
Subsidiary; (vii) 8) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
; (viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii9) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
; (xiii10) any restriction on cash covenants in a franchise or other deposits or net worth agreement entered into in the ordinary course of business with a Manufacturer customary for franchise agreements in the vehicle retailing industry; (11) customary provisions in leases joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii12) encumbrance restrictions on cash or restrictions contained in security agreements, pledges other deposits or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions net worth imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings customers under contracts entered into in the ordinary course of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingbusiness.
Appears in 1 contract
Sources: Indenture (Crown Battleground LLC)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (x1) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries distribution on its Capital Interests or Stock,
(y2) pay any Indebtedness owed to the Company or any of its other Restricted Subsidiaries;Subsidiary,
(ii3) make any loans or advances to the Company or any of its other Restricted Subsidiaries; Subsidiary, or
(iii4) transfer any of its properties or assets to the Company or any of its other Restricted SubsidiariesSubsidiary.
(b) The foregoing restrictions will However, paragraph (a) above shall not apply to encumbrances or restrictions existing under or by reason ofprohibit any:
(i1) this Indentureencumbrance or restriction pursuant to (x) an agreement (including the Credit Agreement and the Term Loan) in effect or entered into on the Acquisition Closing Date, (y) any agreement governing Indebtedness permitted to be incurred by clause (b)(1) of Section 4.07 hereof, and (z) any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of the Notes foregoing agreements pursuant to clause (x) or (y); provided that such agreements (pursuant to clause (y) above) and such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings (pursuant to clause (z) above) are not materially more restrictive, taken as a whole, with respect to such provisions than those contained in those agreements in effect or entered into on the Note GuaranteesAcquisition Closing Date;
(ii2) encumbrance or restriction with respect to a Restricted Subsidiary that is not a Restricted Subsidiary of the Company on the Acquisition Closing Date, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided that such encumbrances and restrictions are not applicable law, rule, regulation, license, permit, order or similar restriction;
(iii) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests of a Person acquired by to the Company or any Restricted Subsidiary or the properties or assets of its the Company or any Restricted Subsidiaries Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary;
(3) encumbrance or restriction pursuant to any agreement governing any Indebtedness permitted by clause (7) of the definition of Permitted Indebtedness as in effect at to the time assets financed with the proceeds of such acquisition Indebtedness;
(except 4) encumbrance or restriction contained in any Acquired Indebtedness, Capital Stock or other agreement of any entity or related to assets acquired by or merged into or consolidated with the extent Company or any Restricted Subsidiaries, so long as such Indebtedness encumbrance or Capital Interest restriction (A) was incurred or issued in connection with or not entered into in contemplation of such the acquisition), which encumbrance merger or restriction consolidation transaction, and (B) is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and so long as the agreement containing such restriction does not violate any amendments, modifications, restatements, renewals, supplements, refundings, replacements other provision of this Indenture;
(5) encumbrance or refinancings restriction existing under applicable law or any requirement of any regulatory body;
(6) encumbrance or restriction pursuant to the security documents evidencing any Lien securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.10 hereof, including Permitted Liens;
(7) encumbrance or restriction pursuant to customary non-assignment provisions in leases, licenses or contracts;
(8) customary restrictions contained in (A) asset sale agreements permitted to be incurred under Section 4.11 hereof that limit the transfer of such agreements assets or instruments otherwise impose limitations pending the closing of such sale and (provided B) any other agreement for the sale or other disposition of a Restricted Subsidiary that restricts that Restricted Subsidiary pending its sale or other disposition;
(9) restrictions contained in any other credit facility governing Indebtedness of the amendmentsCompany, modifications, restatements, renewals, supplements, refundings, replacements ▇▇▇▇▇ ▇▇▇▇▇ GP or refinancings any Guarantor that are no not (in the view of the Board of Directors of the Company as expressed in a Board Resolution thereof) materially more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurredCredit Agreement;
(iv10) non-assignment encumbrance pursuant to the subordination provisions of any Indebtedness permitted to be incurred by clause (b)(4) of Section 4.07 hereof;
(11) encumbrance or restriction pursuant to customary provisions in leasespartnership agreements, contractslimited liability company organizational governance documents, licenses joint venture, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person;
(12) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business;
(v13) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iii) above on the property so acquired;
(vi) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other disposition;
(vii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges or mortgages; and
(xv) any encumbrances or restrictions imposed by under any amendmentsagreement, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increasesupplement, refunding, replacement or refinancing that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (1) through (12), or in this clause (13), provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect taken as a whole than those under or pursuant to the agreement, amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancingrefinancing evidencing the Indebtedness so extended, renewed, refinanced or replaced.
Appears in 1 contract
Sources: Indenture (Duane Reade Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
: (i) (xi)(a) pay dividends or make any other distributions to the Company Issuer or any of its Restricted Subsidiaries (1) on its Capital Interests Stock or (y2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company Issuer or any of its Restricted Subsidiaries;
, (ii) make loans or advances to the Company Issuer or any of its Restricted Subsidiaries; or
Subsidiaries or (iii) transfer any of its properties or assets to the Company Issuer or any of its Restricted Subsidiaries.
(b) The foregoing restrictions will not apply to , except for such encumbrances or restrictions existing under or by reason of:
of (ia) Existing Indebtedness as in effect on the date of the Indenture, (b) the New Credit Facility as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the New Credit Facility as in effect on the date of this Indenture, (c) this Indenture, the Notes or and the Note Guarantees;
Guarantee, (iid) applicable law, rule, regulation, license, permit, order or similar restriction;
(iiie) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests Stock of a Person acquired by the Company Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
; (ivf) by reason of customary non-assignment provisions in leases, contracts, licenses and other agreements leases entered into in the ordinary course of business;
business and consistent with past practices, (vg) purchase money obligations or Capital Lease Obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iiiiii) above on the property so acquired;
, (vi) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other disposition;
(viih) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi) agreements governing existing Indebtedness and the Credit Agreement as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the date of this Indenture;
(xii) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(xiii) any restriction on cash or other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;
(xiv) with respect to clause (a)(iii) of this Section 4.08, (i) any such encumbrance or restriction consisting of customary nonassignment, subletting or transfer provisions in leases governing leasehold interests to the extent such provisions restrict restrictions imposed on the transfer of the lease copyrighted or the property leased thereunder; patented materials and (ii) encumbrance or restrictions contained customary provisions in security agreements, pledges or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions agreements that restrict the transfer assignees of such agreements or any rights thereunder or (j) restrictions with respect to a Subsidiary of the property subject Issuer imposed pursuant to such security agreements, pledges a binding agreement which has been entered into for the sale or mortgages; and
(xv) any encumbrances disposition of all or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings substantially all of the contracts, instruments Capital Stock or obligations referred to in clauses (i) through (xiii) above; provided that the encumbrances or restrictions in assets of such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingSubsidiary.
Appears in 1 contract
Sources: Indenture (Anchor Holdings Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(i) (x1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries on Subsidiaries, or with respect to any other interest or participation in, or measured by, its Capital Interests profits, or (y) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(ii2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(iii3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.
(b) The foregoing However, the preceding restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(i) this Indenture, the Notes or the Note Guarantees;
(ii) applicable law, rule, regulation, license, permit, order or similar restriction;
(iii) any instrument governing Indebtedness (including Acquired Debt) or Capital Interests of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Interest was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of any such agreements or instruments (provided that the amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the agreements governing such original agreement or instrument); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(iv) non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business;
(v) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature described in clause (a)(iii) above on the property so acquired;
(vi) any agreement for the sale or other disposition of Equity Interests or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets that restrict the sale of assets, distributions, loans or transfers by that Restricted Subsidiary pending such sale or other disposition;
(vii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more materially restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(ix) restrictions in Indebtedness or Capital Interests of Foreign Subsidiaries;
(x) restrictions in other Indebtedness incurred in compliance with Section 4.09 hereof;
(xi1) agreements governing existing Existing Indebtedness and any other agreement, including the Credit Agreement and, the 2021 Senior Notes Indenture as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances dividend and other payment restrictions than those contained in those agreements on the date of this Indenture;
(xii2) Liens securing Indebtedness permitted to be incurred under Section 4.12 that limit this Indenture, the right of Notes and the debtor to dispose of the assets subject to such LiensNote Guarantees;
(xiii3) applicable law, rule, regulation or order;
(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction on cash is not applicable to any Person, or the properties or assets of any Person, other deposits than the Person, or net worth the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(5) customary non-assignment provisions in leases contracts, licenses and other commercial agreements entered into in the ordinary course of business;
(xiv6) with respect to purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (a)(iii3) of this Section 4.08, 4.08(a) hereof;
(i7) any such encumbrance agreement for the sale or restriction consisting other disposition of customary nonassignment, subletting all or transfer provisions in leases governing leasehold interests to the extent such provisions restrict the transfer substantially all of the lease Capital Stock or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements, pledges or mortgages securing Indebtedness assets of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, pledges that restricts distributions by that Restricted Subsidiary pending its sale or mortgages; andother disposition;
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above8) Permitted Refinancing Indebtedness; provided that the encumbrances or restrictions contained in the agreements governing such amendmentsPermitted Refinancing Indebtedness are, modificationsin the good faith judgment of the senior management or Board of Directors of the Company, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) any restriction on the transfer of assets under any Lien permitted under this Indenture imposed by the holder of the Lien;
(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business or with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and
(12) any other agreement governing Indebtedness incurred after the date of this Indenture that contains encumbrances or other restrictions prior to such amendmentthat are, modificationin the good faith judgment of the Company, restatement, renewal, increase, supplement, refunding, replacement or refinancingno more restrictive in any material respect taken as a whole than those encumbrances and other restrictions that are customary in comparable financings.
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