Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (a)(i) pay dividends or make any other distributions to the Company or any other Restricted Subsidiary on its Capital Stock or 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 other Restricted Subsidiary, (b) make loans or advances to the Company or any other Restricted Subsidiary, or (c) transfer any of its properties or assets to the Company or any other Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of: (i) any agreement existing on the Issue Date, including the Loan and Security Agreement, this Indenture and the Old Note Indenture (if Old Notes are still outstanding), as in effect on the Issue Date; (ii) any agreement governing Acquired 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 was incurred in connection with or in anticipation of such acquisition), provided that such restriction does not extend to or cover any Person, or the properties or assets of any Person, other than the Person so acquired; (iii) agreements relating to an acquisition of Property, provided that such encumbrances or restrictions relate solely to the Property so acquired; (iv) agreements relating to Indebtedness incurred to refinance Indebtedness set forth in preceding clauses (i)-(iii) and which Indebtedness incurred to refinance Indebtedness set forth in preceding clause (i)-(iii) is refinancing Indebtedness permitted under Sections 4.05 and 4.12 of this Indenture, provided that the encumbrances or restrictions contained in the agreements governing such permitted refinancing are no more restrictive in the aggregate than such encumbrances or restrictions contained in the agreements governing the Indebtedness being refinanced immediately prior to such refinancing and do not extend to or cover any other Person or the property of any other Person other than the Person in respect of whom such encumbrance or restriction relating to the Indebtedness being refinanced applied; (v) applicable law; (vi) customary non-assignment provisions in leases and any license of intellectual property entered into in the ordinary course of business (including programming agreements) and Local Marketing Agreements; (vii) agreements for the sale of any assets of any Restricted Subsidiary, provided that such restriction is only applicable to the assets to be sold by such Restricted Subsidiary; (viii) Purchase Money Indebtedness for property acquired in the ordinary course of business that only imposes restrictions on the Property so acquired and any improvements on such Property; and (ix) Capitalized Lease Obligations that are otherwise permitted hereunder, provided that such encumbrance or restriction does not extend to any Property other than that subject to the underlying lease.
Appears in 1 contract
Sources: Indenture (Telemundo Group Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (a)(ii)(a) pay dividends or make any other distributions to the Company or any other of its Restricted Subsidiary Subsidiaries (1) on its Capital Stock Stock, or (2) with respect to any other interest or participation in, or measured by, its profits profits, or (iib) pay any Indebtedness indebtedness owed to the Company or any other of its Restricted SubsidiarySubsidiaries, (bii) make loans or advances to the Company or any other of its Restricted SubsidiarySubsidiaries, or (ciii) transfer any of its properties or assets to the Company or any other of its Restricted SubsidiarySubsidiaries, except for such encumbrances or restrictions existing under or by reason of:
of (ia) any agreement existing on the Issue Date, including the Loan and Security Agreement, this Indenture and the Old Note Indenture (if Old Notes are still outstanding), Existing Indebtedness as in effect on the Issue Date;
, (iib) 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 and the Subsidiary Guarantees, (d) applicable law, (e) any agreement instrument regarding the sale, lease or purchase of any asset or governing Acquired 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 was incurred in connection with or in anticipation contemplation of such acquisition), provided that such which encumbrance or restriction does is not extend applicable to or cover any Person, or the properties or assets of any Person, other than the Person so acquired;
(iii) agreements relating to an acquisition of PropertyPerson, provided that such encumbrances or restrictions relate solely to the Property so acquired;
(iv) agreements relating to Indebtedness incurred to refinance Indebtedness set forth in preceding clauses (i)-(iii) and which Indebtedness incurred to refinance Indebtedness set forth in preceding clause (i)-(iii) is refinancing Indebtedness permitted under Sections 4.05 and 4.12 of this Indenture, provided that the encumbrances or restrictions contained in the agreements governing such permitted refinancing are no more restrictive in the aggregate than such encumbrances or restrictions contained in the agreements governing the Indebtedness being refinanced immediately prior to such refinancing and do not extend to or cover any other Person or the property or assets of any other Person other than the Person Person, so acquired; provided that, in respect the case of whom Indebtedness, such encumbrance or restriction relating Indebtedness was permitted by the terms of this Indenture to the Indebtedness being refinanced applied;
be incurred, (vf) applicable law;
(vi) by reason of customary non-assignment provisions in licenses or leases and any license of intellectual property entered into in the ordinary course of business and consistent with past practices, (including programming agreementsg) and Local Marketing Agreements;
(vii) agreements for the sale of any assets of any Restricted Subsidiary, provided that such restriction is only applicable to the assets to be sold by such Restricted Subsidiary;
(viii) Purchase Money Indebtedness mortgages or other purchase money obligations or Capital Lease Obligations for property acquired in the ordinary course of business that only imposes impose restrictions of the nature described in clause (iii) above on the Property property so acquired and any improvements on acquired, (h) contracts for the sale of assets, including restrictions with respect to a Restricted Subsidiary under an agreement for the sale or disposition of all the stock or assets of such PropertyRestricted Subsidiary, or (i) Permitted Refinancing Indebtedness; and
(ix) Capitalized Lease Obligations that are otherwise permitted hereunder, provided that the restrictions contained in the agreements governing such encumbrance or restriction does not extend to any Property other Permitted Refinancing Indebtedness are no more restrictive in the aggregate than that subject to those contained in the underlying leaseagreements governing the Indebtedness being refinanced.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Parent will not, and 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 to:
(a)(i1) pay dividends or make any other distributions to the Company or any other Restricted Subsidiary on its Capital Stock (or with respect to any other interest or participation in, or measured by, its profits profits) to the Company or (ii) any of its Restricted Subsidiaries or pay any Indebtedness liabilities owed to the Company or any other of its Restricted Subsidiary, Subsidiaries;
(b2) make loans or advances to the Company or any other of its Restricted Subsidiary, or Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any other of its Restricted SubsidiarySubsidiaries.
(b) However, except for such the restrictions in Section 4.08(a) shall not apply to encumbrances or restrictions existing under or by reason ofrestrictions:
(i1) existing under, by reason of or with respect to the Credit Agreement, Existing Indebtedness or any agreement existing other agreements in effect on the Issue DateDate and any amendments, including modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the Loan encumbrances and Security 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 Credit Agreement, this Indenture and Existing Indebtedness or such other agreements, as the Old Note Indenture (if Old Notes are still outstanding)case may be, as in effect on the Issue Date;
(ii2) set forth in this Indenture, the Notes and the Note Guarantees;
(3) existing under, by reason of or with respect to applicable law;
(4) with respect to any agreement governing Acquired Indebtedness Person or Capital Stock the property or assets of a Person acquired by the Company Parent or any of its Restricted Subsidiaries as in effect existing at the time of such acquisition (except to the extent such Indebtedness was and not incurred in connection with or in anticipation contemplation of such acquisition), provided that such which encumbrance or restriction does is not extend applicable to or cover any Person, Person or the properties or assets of any Person, other than the Person Person, or the property or assets of the Person, so acquired;
(iii) agreements relating to an acquisition of Propertyacquired and any amendments, provided that such encumbrances modifications, restatements, renewals, extensions, supplements, refundings, replacements or restrictions relate solely to the Property so acquired;
(iv) agreements relating to Indebtedness incurred to refinance Indebtedness set forth in preceding clauses (i)-(iii) and which Indebtedness incurred to refinance Indebtedness set forth in preceding clause (i)-(iii) is refinancing Indebtedness permitted under Sections 4.05 and 4.12 of this Indenturerefinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or restrictions contained in the agreements governing such permitted refinancing refinancings are no more restrictive restrictive, taken as a whole, than those in effect on the aggregate than such encumbrances or restrictions contained in date of the agreements governing the Indebtedness being refinanced immediately prior to such refinancing and do not extend to or cover any other Person or the property of any other Person other than the Person in respect of whom such encumbrance or restriction relating to the Indebtedness being refinanced appliedacquisition;
(v5) applicable lawin the case of Section 4.08(a)(3):
(A) restricting 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 Parent or any of its Restricted Subsidiaries 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 Parent and its Restricted Subsidiaries taken as a whole in any manner material to the Parent and its Restricted Subsidiaries taken as a whole;
(vi6) customary non-assignment provisions existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the Capital Stock of, or property and assets of, a Restricted Subsidiary that restrict distributions by that Restricted Subsidiary pending such sale or other disposition;
(7) restrictions on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in leases and any license of intellectual property each case, under contracts entered into in the ordinary course of business (including programming agreements) and Local Marketing Agreements;
(vii) agreements for the sale of any assets of any Restricted Subsidiary, provided that such restriction is only applicable to the assets to be sold by such Restricted Subsidiary;
(viii) Purchase Money Indebtedness for property acquired in the ordinary course of business that only imposes restrictions on the Property so acquired and any improvements on such Propertybusiness; and
(ix) Capitalized Lease Obligations that are otherwise permitted hereunder8) 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 or restriction does not extend restrictions only apply to any Property other than that subject to the underlying leasesuch Receivables Subsidiary.
Appears in 1 contract
Sources: Indenture (Bon Ton Stores Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will 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 to:
(a)(ia) pay dividends or make any other distributions on its Capital Stock to the Company or any other of its Restricted Subsidiary on its Capital Stock Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits profits, or (ii) pay any Indebtedness indebtedness owed to the Company or any other of its Restricted Subsidiary, Subsidiaries;
(b) make loans or advances to the Company or any other of its Restricted Subsidiary, or Subsidiaries; or
(c) transfer any of its properties or assets to the Company or any other of its Restricted SubsidiarySubsidiaries. However, except for such the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
(i1) any agreement existing Existing Indebtedness and the Credit Facilities (including the Credit Agreement) as in effect on the Issue Date, including the Loan and Security Agreement, 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 in the Old Note Indenture (if Old Notes good faith judgment of the Board of Directors are still outstanding)no more restrictive, taken as a whole, than those contained in such Existing Indebtedness, as in effect on the Issue Datedate of this Indenture;
(ii2) this Indenture and the Notes;
(3) applicable law;
(4) any agreement instrument governing Acquired 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 was incurred in connection with or in anticipation contemplation of such acquisition), provided that such which encumbrance or restriction does is not extend applicable to or cover 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, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(iii) agreements relating to an acquisition of Property, provided that such encumbrances or restrictions relate solely to the Property so acquired;
(iv) agreements relating to Indebtedness incurred to refinance Indebtedness set forth in preceding clauses (i)-(iii) and which Indebtedness incurred to refinance Indebtedness set forth in preceding clause (i)-(iii) is refinancing Indebtedness permitted under Sections 4.05 and 4.12 of this Indenture, provided that the encumbrances or restrictions contained in the agreements governing such permitted refinancing are no more restrictive in the aggregate than such encumbrances or restrictions contained in the agreements governing the Indebtedness being refinanced immediately prior to such refinancing and do not extend to or cover any other Person or the property of any other Person other than the Person in respect of whom such encumbrance or restriction relating to the Indebtedness being refinanced applied;
(v) applicable law;
(vi5) customary non-assignment provisions in leases and any license of intellectual property leases, contracts or agreements entered into in the ordinary course of business (including programming agreements) and Local Marketing Agreementsconsistent with past practices;
(vii6) agreements for the sale of any assets of any Restricted Subsidiary, provided that such restriction is only applicable to the assets to be sold by such Restricted Subsidiary;
(viii) Purchase Money Indebtedness purchase money obligations for property acquired in the ordinary course of business that only imposes impose restrictions on the Property property so acquired and any improvements on such Property; andof the nature described in clause (c) of the preceding paragraph;
(ix7) Capitalized Lease Obligations any agreement for the sale or other disposition of a Restricted Subsidiary that are otherwise permitted hereunderrestricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such encumbrance or restriction does not extend to any Property other Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than that subject to those contained in the underlying lease.agreements governing the Indebtedness being refinanced;
Appears in 1 contract
Sources: Indenture (Longview Fibre Co)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will 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:
(a)(ia) pay dividends or make any other distributions on its Capital Stock to the Company or any other of its Restricted Subsidiary on its Capital Stock Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits profits, or (ii) pay any Indebtedness indebtedness owed to the Company or any other of its Restricted Subsidiary, Subsidiaries;
(b) make loans or advances to the Company or any other of its Restricted Subsidiary, or Subsidiaries; or
(c) transfer any of its properties or assets to the Company or any other of its Restricted SubsidiarySubsidiaries. However, except for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:
(ia) any agreement existing agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue DateDate and any amendments, including modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that the Loan 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 Security Agreement, this Indenture and the Old Note Indenture (if Old Notes are still outstanding), as other payment restrictions than those contained in effect those agreements on the Issue Date;
(iib) the Indenture, the Notes and the Subsidiary Guarantees;
(c) applicable law;
(d) any agreement instrument governing Acquired 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 anticipation contemplation of such acquisition), provided that such which encumbrance or restriction does is not extend applicable to or cover 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, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the Indenture to be incurred;
(iii) agreements relating to an acquisition of Property, provided that such encumbrances or restrictions relate solely to the Property so acquired;
(iv) agreements relating to Indebtedness incurred to refinance Indebtedness set forth in preceding clauses (i)-(iii) and which Indebtedness incurred to refinance Indebtedness set forth in preceding clause (i)-(iii) is refinancing Indebtedness permitted under Sections 4.05 and 4.12 of this Indenture, provided that the encumbrances or restrictions contained in the agreements governing such permitted refinancing are no more restrictive in the aggregate than such encumbrances or restrictions contained in the agreements governing the Indebtedness being refinanced immediately prior to such refinancing and do not extend to or cover any other Person or the property of any other Person other than the Person in respect of whom such encumbrance or restriction relating to the Indebtedness being refinanced applied;
(v) applicable law;
(vie) customary non-assignment provisions in leases and any license of intellectual property entered into in the ordinary course of business (including programming agreements) and Local Marketing Agreementsbusiness;
(viif) agreements for the sale of any assets of any Restricted Subsidiary, provided that such restriction is only applicable to the assets to be sold by such Restricted Subsidiary;
(viii) Purchase Money Indebtedness purchase money obligations for property acquired in the ordinary course of business that only imposes impose restrictions on that property of the Property so acquired nature described in clause (c) of the preceding paragraph;
(g) any agreement for the sale or other disposition of a Restricted Subsidiary or any assets thereof that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(h) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(i) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.06 of this Fourth Supplemental Indenture that limit the right of the debtor to dispose of the assets subject to such Liens;
(j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and any improvements other similar agreements entered into in the ordinary course of business;
(k) restrictions imposed in connection with 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 Fourth Supplemental Indenture, provided, that such restrictions do not materially adversely affect the Company’s ability to pay interest and principal on such Propertythe Notes when due; and
(ixl) Capitalized Lease Obligations that are otherwise permitted hereunder, provided that such encumbrance restrictions on cash or restriction does not extend to any Property other than that subject to deposits or net worth imposed by customers under contracts entered into in the underlying leaseordinary course of business or imposed by governmental agencies or authorities.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will 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 encumbrance or restriction on the ability of any such Restricted Subsidiary to to:
(a)(ii) (A) pay dividends or make any other distributions to the Company or any other Restricted Subsidiary Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits profits, or (iiB) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, Subsidiaries,
(bii) make loans or advances to the Company or any other Restricted SubsidiarySubsidiaries, or or
(ciii) transfer any of its properties or assets to the Company or any other Restricted SubsidiarySubsidiaries, except except, in each case, for such encumbrances or restrictions existing under or by reason of:
(i1) any agreement this Indenture and the Notes;
(2) agreements existing on the Issue Date, Date (including the Loan and Security Agreement, this Indenture Revolving Credit Facility and the Old Note Indenture (if Old Existing Notes Indenture) to the extent and in the manner such agreements are still outstanding), as in effect on the Issue Date;
(ii3) applicable law;
(4) any agreement instrument governing Acquired Indebtedness or Capital 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 was incurred in connection with or in anticipation contemplation of such acquisition), provided that such which encumbrance or restriction does is not extend applicable to or cover 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; provided, however, that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(iii) agreements relating to an acquisition of Property, provided that such encumbrances or restrictions relate solely to the Property so acquired;
(iv) agreements relating to Indebtedness incurred to refinance Indebtedness set forth in preceding clauses (i)-(iii) and which Indebtedness incurred to refinance Indebtedness set forth in preceding clause (i)-(iii) is refinancing Indebtedness permitted under Sections 4.05 and 4.12 of this Indenture, provided that the encumbrances or restrictions contained in the agreements governing such permitted refinancing are no more restrictive in the aggregate than such encumbrances or restrictions contained in the agreements governing the Indebtedness being refinanced immediately prior to such refinancing and do not extend to or cover any other Person or the property of any other Person other than the Person in respect of whom such encumbrance or restriction relating to the Indebtedness being refinanced applied;
(v) applicable law;
(vi5) customary non-assignment provisions in leases and any license of intellectual property entered into in the ordinary course of business (including programming agreements) and Local Marketing Agreementsconsistent with past practices;
(vii6) agreements for the sale of any assets of any Restricted Subsidiary, provided that such restriction is only applicable to the assets to be sold by such Restricted Subsidiary;
(viii) Purchase Money Indebtedness purchase money obligations for property or assets acquired in the ordinary course of business that only imposes impose restrictions of the nature described in clause (iii) of this Section 4.05 on the Property property or assets so acquired and any improvements on such Property; andacquired;
(ix7) Capitalized Lease Obligations that are otherwise permitted hereunder, provided that such any encumbrance or restriction does in an agreement effecting a Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (1), (2) or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement referred to in such clause (1), (2) or (4) or this clause (7); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not extend materially less favorable to any Property other the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than that encumbrances and restrictions contained in such predecessor agreements;
(8) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the underlying leaseLiens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture;
(9) restrictions with respect to any Investment imposed in connection with the making of such Investment;
(10) 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; or
(11) 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, however, that such provisions in the aggregate, in the opinion of the management of the Company, do not materially and adversely affect the ability of the Company to make principal or interest payments on the Notes.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, shall not 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 to:
(a)(ii) 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 other Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or Subsidiary,
(ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, ,
(biii) make loans or advances to the Company or any other Restricted Subsidiary, or Subsidiary or
(civ) transfer any of its properties property or assets to the Company or any other Restricted Subsidiary.
(b) The provisions of clause (a) above shall not apply to any encumbrances or restrictions:
(i) existing under agreements governing Indebtedness existing on the Issue Date and Credit Agreements, except for and any amendments, extensions, refinancings, renewals or replacements of such agreements; provided that, the encumbrances and restrictions in any such amendments, extensions, refinancings, renewals or replacements are no more restrictive in any material respect 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:
(i) any agreement existing on the Issue Date, including the Loan and Security Agreement, this Indenture and the Old Note Indenture (if Old Notes are still outstanding), as in effect on the Issue Dateof applicable law;
(iiiii) existing with respect to any agreement governing Acquired Indebtedness Person or Capital Stock the property or assets of a such Person acquired by the Company or any of its Restricted Subsidiaries as in effect Subsidiary, existing at the time of such acquisition (except to the extent such Indebtedness was and not incurred in connection with contemplation thereof, which encumbrances or in anticipation of such acquisition), provided that such restriction does restrictions are not extend applicable to or cover any Person, Person or the properties property or assets of any Person, Person other than such Person or the property or assets of such Person so acquired;
(iii) agreements relating , and any amendments to an acquisition of Property, provided that such encumbrances or restrictions; provided that, any such amendments are no more restrictive in any material respect than those encumbrances or restrictions relate solely to the Property so acquiredthat are then in effect and that are being amended;
(iv) agreements relating to Indebtedness incurred to refinance Indebtedness set forth in preceding clauses (i)-(iii) and which Indebtedness incurred to refinance Indebtedness set forth in preceding clause (i)-(iii) is refinancing Indebtedness permitted under Sections 4.05 and 4.12 of this Indenture, provided that the encumbrances or restrictions contained in the agreements governing such permitted refinancing are no more restrictive in the aggregate than such encumbrances or case of restrictions contained in the agreements governing the Indebtedness being refinanced immediately prior to such refinancing and do not extend to or cover any other Person or the property of any other Person other than the Person in respect of whom such encumbrance or restriction relating to the Indebtedness being refinanced appliedtransfers of property, restrictions that;
(A) 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) exist 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) arise 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) applicable law;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) customary non-assignment provisions contained in leases and the terms of any license Indebtedness (other than as contemplated by clause (1) above), or any agreement creating Indebtedness, of intellectual property a Restricted Subsidiary entered into after the Issue Date if:
(A) the encumbrance or restriction applies only if there is a payment default, a default with respect to a financial covenant, or an event of default resulting in the ordinary course acceleration of business (including programming agreements) and Local Marketing Agreements;the final maturity of such Indebtedness,
(viiB) agreements for the encumbrance or restriction is not materially more disadvantageous to Holders than is customary in comparable financings (as determined by the Company), and
(C) the Company determines that the encumbrance or restriction will not materially affect the ability to pay interest on the Notes at their Stated Maturity or principal and accrued and unpaid interest on the Notes at their final Stated Maturity.
(c) The Company and its Restricted Subsidiaries shall not be precluded from:
(i) creating, incurring, assuming or permitting to exist any Liens otherwise permitted under Section 4.13, or
(ii) restricting the sale of any their assets that secure Indebtedness of any the Company or its Restricted Subsidiary, provided that such restriction is only applicable to the assets to be sold by such Restricted Subsidiary;
(viii) Purchase Money Indebtedness for property acquired in the ordinary course of business that only imposes restrictions on the Property so acquired and any improvements on such Property; and
(ix) Capitalized Lease Obligations that are otherwise permitted hereunder, provided that such encumbrance or restriction does not extend to any Property other than that subject to the underlying leaseSubsidiaries.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and 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 of its Restricted Subsidiary to Subsidiaries to:
(a)(i1) pay dividends or make any other distributions on or in respect of its Capital Stock (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 Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock);
(2) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary on its Capital Stock of the Company (it being understood that the subordination of loans or with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed advances made to the Company or any Restricted Subsidiary to other Restricted Subsidiary, (b) make loans or advances to Indebtedness Incurred by the Company or any other Restricted Subsidiary, Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or
(c3) transfer any of its properties property or assets to the Company or any other Restricted SubsidiarySubsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of:
(ia) applicable law, rule, regulation or order (including any agreement existing on the Issue Date, including the Loan and Security Agreement, restrictions imposed by ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇ ▇▇▇ or similar organizations);
(b) this Indenture and the Old Note Indenture (if Old Notes are still outstanding), as in effect on the Issue DateNotes;
(iic) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company;
(d) any agreement instrument governing Acquired Indebtedness Indebtedness, which encumbrance 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 restriction is not applicable to the extent such Indebtedness was incurred in connection with or in anticipation of such acquisition), provided that such restriction does not extend to or cover any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired;
(iiii) agreements relating existing on the Measurement Date including each Warehouse Facility and agreements governing other Indebtedness existing on the Measurement Date to an acquisition the extent and in the manner such agreements are in effect on the Measurement Date and (ii) any new Indebtedness incurred after the Measurement Date in accordance with this Indenture on terms that (A) are not less favorable to the Company than the Warehouse Facility and agreements governing other Indebtedness existing on the Measurement Date in any material respect as determined by the senior management in their reasonable and good faith judgment or (B) are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the Board of Property, provided Directors determines (as evidenced by a resolution of the Board of Directors) in good faith would not reasonably be expected to impair the ability of the Company to make scheduled payments of interest on and principal of the Notes as and when due;
(f) provisions of any agreement governing Indebtedness incurred in accordance with this Indenture that impose such encumbrances or restrictions relate solely upon the occurrence of a default or failure to meet financial covenants or conditions under the Property so acquiredagreement;
(ivg) agreements relating restrictions on the transfer of assets (other than cash) held in a Restricted Subsidiary of the Company imposed under any agreement governing Indebtedness incurred in accordance with this Indenture;
(h) provisions of any agreement governing Indebtedness incurred in accordance with this Indenture that require a Restricted Subsidiary to service its debt obligations before making dividends, distributions or advancements in respect of its Capital Stock;
(i) an agreement governing Indebtedness incurred to refinance Refinance all or part of the Indebtedness set forth issued, assumed or incurred pursuant to an agreement referred to in preceding clauses (i)-(iii) and which Indebtedness incurred to refinance Indebtedness set forth in preceding clause (i)-(iiib), (d) is refinancing Indebtedness permitted under Sections 4.05 and 4.12 of this Indentureor (e) above; provided, provided however, that the encumbrances or restrictions contained in the agreements governing such permitted refinancing are no more restrictive in the aggregate than such encumbrances or restrictions contained in the agreements governing the Indebtedness being refinanced immediately prior provisions relating to such refinancing and do not extend to or cover any other Person or the property of any other Person other than the Person in respect of whom such encumbrance or restriction contained in any such Indebtedness are not materially less favorable to the Company in any material respect as determined by the senior management of the Company in their reasonable and good faith judgment than the provisions relating to the Indebtedness being refinanced appliedsuch encumbrance or restriction contained in agreements referred to in such clause (b), (d) or (e);
(vj) applicable lawagreements governing any Securitization Vehicle or group of Securitization Vehicles (and limited to such Securitization Vehicle or group of Securitization Vehicles) that, in the good faith determination of the Board of Directors or senior management of the Company, are necessary or advisable to effect a Securitization after the Measurement Date;
(vik) customary non-assignment provisions in leases and with respect to clause (3) only, (i) any license security agreements or mortgages securing Indebtedness of intellectual a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property entered into in subject to such security agreements or mortgages or (ii) any transfer of, agreement to transfer, option or right with respect to, or Lien
(l) on, any property or assets of the ordinary course of business (including programming agreements) and Local Marketing AgreementsCompany or any Restricted Subsidiary not otherwise prohibited by this Indenture;
(viim) agreements 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 any Restricted Subsidiary, provided that such restriction is only applicable to the assets to be sold by such Restricted Subsidiary;Subsidiary pending the closing of such sale or disposition; or
(viiin) Purchase Money Indebtedness for property acquired in the ordinary course any requirement to obtain Board of business that only imposes restrictions on the Property so acquired and Directors or independent board member approval prior to payment of any improvements on such Property; and
(ix) Capitalized Lease Obligations that are otherwise permitted hereunder, provided that such encumbrance dividend or restriction does not extend to any Property other than that subject to the underlying leasedistribution.
Appears in 1 contract
Sources: Indenture (Saxon Capital Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (a)(ii)(x) pay dividends or make any other distributions to the Company or any other of the Restricted Subsidiary Subsidiaries of the Company (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits profits, or (iiy) pay any Indebtedness owed to the Company or any other Restricted SubsidiarySubsidiaries of the Company, (bii) make loans or advances to the Company or any other Restricted Subsidiary, Subsidiaries of the Company or (ciii) transfer any of its properties or assets to the Company or any other Restricted SubsidiarySubsidiaries of 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 agreement existing on 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 Issue Date, including the Loan and Security Agreement, this Indenture and the Old Note Indenture (if Old Notes are still outstanding), Existing Credit Facility as in effect on the Issue Date;
date of this Indenture, (iib) this Indenture and the Securities, (c) applicable law, (d) any agreement instrument governing Acquired 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 except, in the case of Indebtedness, to the extent such Indebtedness was incurred in connection with or in anticipation contemplation of such acquisition), provided that such which encumbrance or restriction does is not extend applicable to or cover any Person, or the properties or assets of any Person, other than the Person so acquired;
(iii) agreements relating to an acquisition of Propertyand its Subsidiaries, provided that such encumbrances or restrictions relate solely to the Property so acquired;
(iv) agreements relating to Indebtedness incurred to refinance Indebtedness set forth in preceding clauses (i)-(iii) and which Indebtedness incurred to refinance Indebtedness set forth in preceding clause (i)-(iii) is refinancing Indebtedness permitted under Sections 4.05 and 4.12 of this Indenture, provided that the encumbrances or restrictions contained in the agreements governing such permitted refinancing are no more restrictive in the aggregate than such encumbrances or restrictions contained in the agreements governing the Indebtedness being refinanced immediately prior to such refinancing and do not extend to or cover any other Person or the property or assets of any other Person other than the Person in respect and its Subsidiaries, so acquired, PROVIDED that, such Indebtedness or Capital Stock was permitted by the terms of whom such encumbrance or restriction relating this Indenture to the Indebtedness being refinanced applied;
be incurred, (ve) applicable law;
(vi) by reason of customary non-assignment provisions in leases and any license of intellectual property entered into in the ordinary course of business business, (including programming agreementsf) and Local Marketing Agreements;
(vii) agreements for the sale of any assets of any Restricted Subsidiary, provided that such restriction is only applicable to the assets to be sold by such Restricted Subsidiary;
(viii) Purchase Money Indebtedness purchase money obligations for property acquired in the ordinary course of business that only imposes impose restrictions of the nature described in clause (iii) above on the Property property so acquired and acquired, (g) Permitted Refinancing Debt, PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Debt are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced, or (h) any improvements on such Property; and
(ix) Capitalized Lease Obligations that are otherwise permitted hereunderother security agreement, instrument or document relating to Senior Debt hereafter in effect, provided that such encumbrance encumbrances or restriction does not extend 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 in joint venture agreements and other similar agreements relating to the distribution of revenues from such joint venture or other business venture, or (k) any Property other than that agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and only to the underlying extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital lease.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (a)(ii) pay dividends or make any other distributions on its Capital Stock to the Company or any other of its Restricted Subsidiary on its Capital Stock Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits profits, or (ii) pay any Indebtedness indebtedness owed to the Company or any other of its Restricted Subsidiary, Subsidiaries; (bii) make loans or advances to the Company or any other of its Restricted Subsidiary, Subsidiaries; or (ciii) transfer any of its properties or assets to the Company or any other of its Restricted SubsidiarySubsidiaries. However, except for such the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
of (i) any agreement existing on the Issue Date, including the Loan and Security Agreement, this Indenture agreements governing Existing Indebtedness and the Old Note Indenture (if Old Notes are still outstanding), Credit Facilities as in effect on the Issue Date;
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 and the Subsidiary Guarantees; (iii) applicable law; (iv) any agreement instrument governing Acquired 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 anticipation contemplation of such acquisition), provided that such which encumbrance or restriction does is not extend applicable to or cover any Person, or the properties or assets of any Person, other than the Person so acquired;
(iii) agreements relating to an acquisition of PropertyPerson, provided that such encumbrances or restrictions relate solely to the Property so acquired;
(iv) agreements relating to Indebtedness incurred to refinance Indebtedness set forth in preceding clauses (i)-(iii) and which Indebtedness incurred to refinance Indebtedness set forth in preceding clause (i)-(iii) is refinancing Indebtedness permitted under Sections 4.05 and 4.12 of this Indenture, provided that the encumbrances or restrictions contained in the agreements governing such permitted refinancing are no more restrictive in the aggregate than such encumbrances or restrictions contained in the agreements governing the Indebtedness being refinanced immediately prior to such refinancing and do not extend to or cover any other Person or the property or assets of any other Person other than the Person Person, so acquired, provided that, in respect the case of whom Indebtedness, such encumbrance or restriction relating Indebtedness was permitted by the terms of this Indenture to the Indebtedness being refinanced applied;
be incurred; (v) applicable law;
(vi) customary non-non- assignment provisions in leases and any license of intellectual property entered into in the ordinary course of business and consistent with past practices; (including programming agreementsvi) and Local Marketing Agreements;
(vii) agreements for the sale of any assets of any Restricted Subsidiary, provided that such restriction is only applicable to the assets to be sold by such Restricted Subsidiary;
(viii) Purchase Money Indebtedness purchase money obligations for property acquired in the ordinary course of business that only imposes impose restrictions on of the Property so acquired nature described in clause (iii) of the preceding paragraph; (vii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (viii) Permitted Refinancing Indebtedness and any improvements on Permitted Redeemable Stock, provided that the restrictions contained in the agreements governing such PropertyPermitted Refinancing Indebtedness and Permitted Redeemable Stock are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and
(ix) Capitalized Lease Obligations that are Liens securing Indebtedness otherwise permitted hereunder, provided to be incurred under Section 4.12 hereof that such encumbrance or restriction does not extend limit the right of the debtor to any Property other than that dispose of the assets subject to such Liens; (x) provisions with respect to the underlying leasedisposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; and (xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.
Appears in 1 contract
Sources: Indenture (Potlatch Corp)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and 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 to Subsidiaries to:
(a)(ia) pay dividends or make any other distributions on its Capital Stock to the Company or any other of its Restricted Subsidiary on its Capital Stock Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits profits, or (ii) pay any Indebtedness indebtedness owed to the Company or any other of its Restricted Subsidiary, Subsidiaries;
(b) make loans or advances to the Company or any other of its Restricted Subsidiary, or Subsidiaries; or
(c) transfer any of its properties or assets to the Company or any other of its Restricted SubsidiarySubsidiaries. However, except for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:
(i1) any agreement existing agreements governing Existing Indebtedness and Credit Facilities (including the Credit Agreement) as in effect on the Issue DateDate and any amendments, including modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the Loan amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and Security Agreement, this Indenture and the Old Note Indenture (if Old Notes are still outstanding), as other payment restrictions than those contained in effect those agreements on the Issue Date;
(ii2) this Indenture and the Notes;
(3) applicable law or any applicable rule, regulation or order of, or arrangement with, any regulatory body or agency;
(4) any agreement instrument governing Acquired 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 anticipation contemplation of such acquisition), provided that such which encumbrance or restriction does is not extend applicable to or cover 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; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(iii5) agreements relating restrictions on cash or other deposits or net worth imposed by customers or governmental regulatory bodies or required by insurance, surety or bonding companies, in each case pursuant to an acquisition contracts entered into in the ordinary course of Property, provided that such encumbrances or restrictions relate solely to business of the Property so acquiredCompany and its Restricted Subsidiaries;
(iv) agreements relating to Indebtedness incurred to refinance Indebtedness set forth in preceding clauses (i)-(iii) and which Indebtedness incurred to refinance Indebtedness set forth in preceding clause (i)-(iii) is refinancing Indebtedness permitted under Sections 4.05 and 4.12 of this Indenture, provided that the encumbrances or restrictions contained in the agreements governing such permitted refinancing are no more restrictive in the aggregate than such encumbrances or restrictions contained in the agreements governing the Indebtedness being refinanced immediately prior to such refinancing and do not extend to or cover any other Person or the property of any other Person other than the Person in respect of whom such encumbrance or restriction relating to the Indebtedness being refinanced applied;
(v) applicable law;
(vi6) customary non-assignment provisions in leases and any license of intellectual property other contracts entered into in the ordinary course of business (including programming agreements) and Local Marketing Agreementsconsistent with industry practices;
(vii7) agreements for the sale of any assets of any Restricted Subsidiary, provided that such restriction is only applicable to the assets to be sold by such Restricted Subsidiary;
(viii) Purchase Money Indebtedness purchase money obligations for property acquired in the ordinary course of business that only imposes impose restrictions on that property of the Property so acquired and nature described in clause (c) of the first paragraph of this Section 4.13;
(8) any improvements on agreement for the sale or other disposition of a Restricted Subsidiary or the assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition or the sale or other disposition of its assets;
(9) Permitted Refinancing Indebtedness; provided, however, that the restrictions contained in the agreements governing such PropertyPermitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(10) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.11 that limit the right of the debtor to dispose of the assets subject to such Liens; and
(ix11) Capitalized Lease Obligations that are otherwise permitted hereunder, provided that such encumbrance or restriction does not extend to any Property other than that subject provisions with respect to the underlying leasedisposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business.
Appears in 1 contract
Sources: Indenture (Centene Corp)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (a)(i) pay dividends or make any other distributions to the Company or any other Restricted Subsidiary on its Capital Stock or 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 other Restricted Subsidiary, (b) make loans or advances to the Company or any other Restricted Subsidiary, or (c) transfer any of its properties or assets to the Company or any other Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of:
(i) any agreement existing on the Issue Date, including the Loan and Security Agreement, this Indenture and the Old Note Indenture (if Old Notes are still outstanding), as in effect on the Issue Date;
(ii) any agreement governing Acquired 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 was incurred in connection with or in anticipation of such acquisition), provided that such restriction does not extend to or cover any Person, or the properties or assets of any Person, other than the Person so acquired;
(iii) agreements relating to an acquisition of Property, provided that such encumbrances or restrictions relate solely to the Property so acquired;
(iv) agreements relating to Indebtedness incurred to refinance Indebtedness set forth in preceding clauses (i)-(iii) and which Indebtedness incurred to refinance Indebtedness set forth in preceding clause (i)-(iii) is refinancing Indebtedness permitted under Sections 4.05 and 4.12 of this Indenture, provided that the encumbrances or restrictions contained in the agreements governing such permitted refinancing are no more restrictive in the aggregate than such encumbrances or restrictions contained in the agreements governing the Indebtedness being refinanced immediately prior to such refinancing and do not extend to or cover any other Person or the property of any other Person other than the Person in respect of whom such encumbrance or restriction relating to the Indebtedness being refinanced applied;
(v) applicable law;
(vi) customary non-assignment provisions in leases and any license of intellectual property entered into in the ordinary course of business (including programming agreements) and Local Marketing Agreements;
(vii) agreements for the sale of any assets of any Restricted Subsidiary, provided that such restriction is only applicable to the assets to be sold by such Restricted Subsidiary;
(viii) Purchase Money Indebtedness for property acquired in the ordinary course of business that only imposes restrictions on the Property so acquired and any improvements on such Property; and
(ix) Capitalized Lease Obligations that are otherwise permitted hereunder, provided that such encumbrance or restriction does not extend to any Property other than that subject to the underlying lease.
Appears in 1 contract
Sources: Indenture (Telemundo Group Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to to: (a)(ii) (x) pay dividends or make any other distributions to the Company or any other of its Restricted Subsidiary Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits profits, or (iiy) pay any Indebtedness owed to the Company or any other of its Restricted Subsidiary, Subsidiaries; (bii) make loans or advances to the Company or any other of its Restricted Subsidiary, Subsidiaries; or (ciii) transfer any of its properties or assets to the Company or any other of its Restricted SubsidiarySubsidiaries, except for such encumbrances or restrictions existing under or by reason of:
(ia) any agreement existing on the Issue Date, including the Loan and Security Agreement, this Indenture and the Old Note Indenture (if Old Notes are still outstanding), Existing Indebtedness as in effect on the Issue Closing Date;
(iib) this Agreement and the other Loan Documents;
(c) the Senior Note Indenture and the Senior Notes, in each case as in effect on the Closing Date;
(d) any agreement instrument governing Acquired 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 Acquired Indebtedness was incurred in connection with or in anticipation contemplation of such acquisition), provided that such which encumbrance or restriction does is not extend applicable to or cover 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;
(iii) agreements relating to an acquisition of Property, provided that such encumbrances or restrictions relate solely to the Property so acquired;
(iv) agreements relating to Indebtedness incurred to refinance Indebtedness set forth in preceding clauses (i)-(iii) and which Indebtedness incurred to refinance Indebtedness set forth in preceding clause (i)-(iii) is refinancing Indebtedness permitted under Sections 4.05 and 4.12 of this Indenture, provided that the encumbrances or restrictions contained in the agreements governing such permitted refinancing are no more restrictive in the aggregate than such encumbrances or restrictions contained in the agreements governing the Indebtedness being refinanced immediately prior to such refinancing and do not extend to or cover any other Person or the property of any other Person other than the Person in respect of whom such encumbrance or restriction relating to the Indebtedness being refinanced applied;
(v) applicable law;
(vi) customary non-assignment provisions in leases and any license of intellectual property entered into in the ordinary course of business (including programming agreements) and Local Marketing Agreements;
(vii) agreements for the sale of any assets of any Restricted Subsidiary, provided that such restriction is only applicable to the assets to be sold by such Restricted Subsidiary;
(viii) Purchase Money Indebtedness for property acquired in the ordinary course of business that only imposes restrictions on the Property so acquired and any improvements on such Property; and
(ix) Capitalized Lease Obligations that are otherwise permitted hereunder, provided that such encumbrance or restriction does not extend to any Property other than that subject to the underlying lease.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The (a) Except as provided in Section 4.10(b), the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer permit to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to to:
(a)(i1) pay dividends or make any other distributions to on any Equity Interests of the Restricted Subsidiary owned by the Company or any other Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or Subsidiaries;
(ii2) pay any Indebtedness Debt or other obligation owed to the Company or any other Restricted Subsidiary, ;
(b3) make loans or advances to the Company or any other of its Restricted Subsidiary, or Subsidiaries; or
(c4) transfer any of its properties property or assets to the Company or any other Restricted Subsidiary, except for such .
(b) The restrictions in Section 4.10(a) hereof will not apply to any encumbrances or restrictions existing under or by reason ofrestrictions:
(i1) any agreement existing on the Issue Date, including the Loan and Security Agreement, Date in this Indenture and the Old Note Indenture (if Old Notes are still outstanding), as or any other agreements in effect on the Issue Date, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced;
(ii2) existing under or by reason of applicable law, rule, regulation or order;
(3) existing with respect to any agreement governing Acquired Indebtedness Person, or Capital Stock to the property or assets of a any Person, at the time the Person is 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 in connection with or in anticipation of such acquisition)Subsidiary, provided that such restriction does not extend to or cover any Person, or the properties or assets of any Person, other than the Person so acquired;
(iii) agreements relating to an acquisition of Property, provided that such which encumbrances or restrictions relate solely are not applicable to the Property so acquired;
(iv) agreements relating to Indebtedness incurred to refinance Indebtedness set forth in preceding clauses (i)-(iii) and which Indebtedness incurred to refinance Indebtedness set forth in preceding clause (i)-(iii) is refinancing Indebtedness permitted under Sections 4.05 and 4.12 of this Indenture, provided that the encumbrances or restrictions contained in the agreements governing such permitted refinancing are no more restrictive in the aggregate than such encumbrances or restrictions contained in the agreements governing the Indebtedness being refinanced immediately prior to such refinancing and do not extend to or cover any other Person or the property or assets of any other Person (other than Subsidiaries of such Person) and any extensions, renewals, replacements, or refinancings of any of the Person foregoing, provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect of whom such encumbrance or restriction relating to the Indebtedness noteholders than the encumbrances or restrictions being refinanced appliedextended, renewed, replaced or refinanced;
(v4) applicable lawof the type described in clause (a)(4) arising or agreed to in the ordinary course of business (i) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease or license or (ii) by virtue of any Lien on, or agreement to transfer, option or similar right (including any asset sale or stock sale agreement) with respect to any property or assets of, the Company or any Subsidiary;
(vi5) with respect to a 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, the Subsidiary that is not prohibited by Section 4.12 hereof;
(6) existing pursuant to customary non-assignment provisions in leases partnership agreements, limited liability company organizational governance documents, joint venture and any license of intellectual property other similar agreements entered into in the ordinary course of business (including programming agreements) and Local Marketing Agreementsthat restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person;
(vii7) agreements for consisting of restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords under contracts entered into in the sale ordinary course of any assets of any Restricted Subsidiary, provided that such restriction is only applicable to the assets to be sold by such Restricted Subsidiarybusiness;
(viii) Purchase Money Indebtedness 8) existing pursuant to purchase money and capital lease obligations for property acquired in the ordinary course of business that only imposes restrictions on the Property so acquired and any improvements on such Property; andbusiness;
(ix9) Capitalized Lease Obligations that are otherwise permitted hereunderrestrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase or other agreement to which the Company or any of its Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance solely of the property or restriction assets of the Company or such Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any Property other than asset or property of the Company or such Subsidiary or the assets or property of any other Subsidiary;
(10) pursuant to agreements governing other Debt not prohibited to be incurred under Section 4.11 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that subject the restrictions therein do not materially adversely affect the ability of the Company to make interest, principal and redemption payments on the Notes; and
(11) with respect to clause (4) above, customary encumbrances, restrictions or conditions with respect to the underlying leaseleasing of vessels similar to those contained in the credit documents evidencing Debt permitted under Section 4.11(b)(17) and (19).
(c) For purposes of determining compliance with this Section 4.10, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock or other Preferred Stock shall not be deemed a restriction on the ability to make distributions on Equity Interests and (ii) the subordination of loans or advances made to the Company or any Subsidiary to other Debt Incurred by the Company or any such Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 1 contract
Sources: Indenture (HC2 Holdings, Inc.)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (a)(ii)(a) pay dividends or make any other distributions to the Company or any other of its Restricted Subsidiary Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits profits, or (iib) pay any Indebtedness owed to the Company or any other of its Restricted SubsidiarySubsidiaries, (bii) make loans or advances to the Company or any other of its Restricted Subsidiary, Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any other of its Restricted SubsidiarySubsidiaries, except for such encumbrances or restrictions existing under or by reason of:
of (ia) any agreement existing on the Issue DateNew Credit Facility, including the Loan and Security Agreement, (b) this Indenture and the Old Note Indenture Notes, (if Old Notes are still outstanding)c) applicable law or any applicable rule, as in effect on the Issue Date;
regulation or order, (iid) any agreement or instrument governing Acquired 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 agreement or instrument was incurred created or entered into in connection with or in anticipation contemplation of such acquisition), provided that such which encumbrance or restriction does is not extend applicable to or cover any Person, or the properties or assets of any Person, other than the Person so acquired;
(iii) agreements relating to an acquisition of PropertyPerson, provided that such encumbrances or restrictions relate solely to the Property so acquired;
(iv) agreements relating to Indebtedness incurred to refinance Indebtedness set forth in preceding clauses (i)-(iii) and which Indebtedness incurred to refinance Indebtedness set forth in preceding clause (i)-(iii) is refinancing Indebtedness permitted under Sections 4.05 and 4.12 of this Indenture, provided that the encumbrances or restrictions contained in the agreements governing such permitted refinancing are no more restrictive in the aggregate than such encumbrances or restrictions contained in the agreements governing the Indebtedness being refinanced immediately prior to such refinancing and do not extend to or cover any other Person or the property or assets of any other Person other than the Person in respect Person, so acquired, (e) by reason of whom such encumbrance or restriction relating to the Indebtedness being refinanced applied;
(v) applicable law;
(vi) customary non-assignment provisions in leases and any license of intellectual property leases, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business and consistent with industry practices, (including programming agreementsf) and Local Marketing Agreements;
(vii) agreements for the sale of any assets of any Restricted Subsidiary, provided that such restriction is only applicable to the assets to be sold by such Restricted Subsidiary;
(viii) Purchase Money Indebtedness purchase money obligations for property acquired in the ordinary course of business that only imposes impose restrictions of the nature described in clause (e) above on the Property property so acquired and any improvements on such Property; and
acquired, (ixg) Capitalized Lease Obligations that are otherwise permitted hereunderPermitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such encumbrance Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced, (h) contracts for the sale of assets containing customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or restriction does not extend disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary and (i) customary restrictions in security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to any Property other than that the extent such restrictions restrict the transfer of the property subject to the underlying leasesuch security agreements and mortgages.
Appears in 1 contract
Sources: Indenture (Laralev Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will 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 encumbrance or restriction on the ability of any such Restricted Subsidiary to to:
(a)(ii) (A) pay dividends or make any other distributions to the Company or any other Restricted Subsidiary Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits profits, or (iiB) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, Subsidiaries,
(bii) make loans or advances to the Company or any other Restricted SubsidiarySubsidiaries, or or
(ciii) transfer any of its properties or assets to the Company or any other Restricted SubsidiarySubsidiaries, except except, in each case, for such encumbrances or restrictions existing under or by reason of:
(i1) any agreement this Indenture and the Notes;
(2) agreements existing on the Issue Date, Date (including the Loan and Security Agreement, this Indenture Revolving Credit Facility and the Old Note Indenture (if Old Existing Notes Indentures) to the extent and in the manner such agreements are still outstanding), as in effect on the Issue Date;
(ii3) applicable law;
(4) any agreement instrument governing Acquired Indebtedness or Capital 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 was incurred in connection with or in anticipation contemplation of such acquisition), provided that such which encumbrance or restriction does is not extend applicable to or cover 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; provided, however, that, in the case of an instrument governing Acquired Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(iii) agreements relating to an acquisition of Property, provided that such encumbrances or restrictions relate solely to the Property so acquired;
(iv) agreements relating to Indebtedness incurred to refinance Indebtedness set forth in preceding clauses (i)-(iii) and which Indebtedness incurred to refinance Indebtedness set forth in preceding clause (i)-(iii) is refinancing Indebtedness permitted under Sections 4.05 and 4.12 of this Indenture, provided that the encumbrances or restrictions contained in the agreements governing such permitted refinancing are no more restrictive in the aggregate than such encumbrances or restrictions contained in the agreements governing the Indebtedness being refinanced immediately prior to such refinancing and do not extend to or cover any other Person or the property of any other Person other than the Person in respect of whom such encumbrance or restriction relating to the Indebtedness being refinanced applied;
(v) applicable law;
(vi5) customary non-assignment provisions in leases and any license of intellectual property entered into in the ordinary course of business (including programming agreements) and Local Marketing Agreementsconsistent with past practices;
(vii6) agreements for the sale of any assets of any Restricted Subsidiary, provided that such restriction is only applicable to the assets to be sold by such Restricted Subsidiary;
(viii) Purchase Money Indebtedness purchase money obligations for property or assets acquired in the ordinary course of business that only imposes impose restrictions of the nature described in clause (iii) of this Section 4.05 on the Property property or assets so acquired and any improvements on such Property; andacquired;
(ix7) Capitalized Lease Obligations that are otherwise permitted hereunder, provided that such any encumbrance or restriction does in an agreement effecting a Refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (1), (2) or (4) of this Section 4.05 or this clause (7) or contained in any amendment to an agreement referred to in such clause (1), (2) or (4) or this clause (7); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not extend materially less favorable to any Property other the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than that encumbrances and restrictions contained in such predecessor agreements;
(8) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to the underlying leaseLiens created thereby, or the Capital Stock of the Person whose assets consist, directly or indirectly, primarily of the property securing such Indebtedness; provided, however, that such Liens were otherwise permitted to be incurred under this Indenture;
(9) restrictions with respect to any Investment imposed in connection with the making of such Investment;
(10) 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; or
(11) 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, however, that such provisions in the aggregate, in the opinion of the management of the Company, do not materially and adversely affect the ability of the Company to make principal or interest payments on the Notes.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will Issuer shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to to: (a)(ii)(a) pay dividends or make any other distributions to the Company Issuer or any other of its Restricted Subsidiary Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits profits, or (iib) pay any Indebtedness indebtedness owed to the Company Issuer or any other of its Restricted SubsidiarySubsidiaries, (bii) make loans or advances to the Company Issuer or any other of its Restricted Subsidiary, Subsidiaries or (ciii) transfer any of its properties or assets to the Company Issuer or any other of its Restricted SubsidiarySubsidiaries, except for such encumbrances or restrictions existing under or by reason of:
of (ia) any agreement existing on the Issue Date, including the Loan and Security Agreement, this Indenture and the Old Note Indenture (if Old Notes are still outstanding), Existing Indebtedness as in effect on the Issue Date;
date of the Indenture, (iib) 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 and the Note Guarantee, (d) applicable law, (e) any agreement instrument governing Acquired Indebtedness or Capital 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 was incurred in connection with or in anticipation contemplation of such acquisition), provided that such which encumbrance or restriction does is not extend applicable to or cover any Person, or the properties or assets of any Person, other than the Person so acquired;
(iii) agreements relating to an acquisition of PropertyPerson, provided that such encumbrances or restrictions relate solely to the Property so acquired;
(iv) agreements relating to Indebtedness incurred to refinance Indebtedness set forth in preceding clauses (i)-(iii) and which Indebtedness incurred to refinance Indebtedness set forth in preceding clause (i)-(iii) is refinancing Indebtedness permitted under Sections 4.05 and 4.12 of this Indenture, provided that the encumbrances or restrictions contained in the agreements governing such permitted refinancing are no more restrictive in the aggregate than such encumbrances or restrictions contained in the agreements governing the Indebtedness being refinanced immediately prior to such refinancing and do not extend to or cover any other Person or the property or assets of any other Person other than the Person Person, so acquired, provided that, in respect the case of whom Indebtedness, such encumbrance or restriction relating Indebtedness was permitted by the terms of this Indenture to the Indebtedness being refinanced applied;
be incurred; (vf) applicable law;
(vi) by reason of customary non-assignment provisions in leases and any license of intellectual property entered into in the ordinary course of business and consistent with past practices, (including programming agreementsg) and Local Marketing Agreements;
(vii) agreements for the sale of any assets of any Restricted Subsidiary, provided that such restriction is only applicable to the assets to be sold by such Restricted Subsidiary;
(viii) Purchase Money Indebtedness purchase money obligations or Capital Lease Obligations for property acquired in the ordinary course of business that only imposes impose restrictions of the nature described in clause (iii) above on the Property property so acquired and any improvements on such Property; and
acquired, (ixh) Capitalized Lease Obligations that are otherwise permitted hereunderPermitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such encumbrance Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced, (i) customary restrictions imposed on the transfer of copyrighted or restriction does not extend patented materials and customary provisions in agreements that restrict the assignees of such agreements or any rights thereunder or (j) restrictions with respect to any Property other than that subject a Subsidiary of the Issuer imposed pursuant to a binding agreement which has been entered into for the underlying leasesale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary.
Appears in 1 contract
Sources: Indenture (Anchor Holdings Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create 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 (a)(ii) pay dividends or make any other distributions to permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company Parent or any other Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation inSubsidiary, or measured by, its profits or (ii) pay any Indebtedness owed to the Company Parent or any other Restricted Subsidiary, (biii) make loans or advances to the Company Parent or any other Restricted Subsidiary or (iv) transfer any of its property or assets to the Parent or any other Restricted Subsidiary, other than any encumbrances or restrictions:
(cA) transfer any of its properties or assets to existing on the Company Closing Date, including under the Loan Documents, the Indentures or any other Restricted Subsidiaryagreements or instruments in effect on the Closing Date, except for and any refinancings of such agreements or instruments; PROVIDED that the encumbrances and restrictions in any such refinancings are no less favorable in any material respect to the Lenders than those encumbrances or restrictions that are then in effect and that are being refinanced;
(B) existing under or by reason of:
(i) of applicable law or any agreement existing on the Issue Date, including the Loan and Security Agreement, this Indenture and the Old Note Indenture (if Old Notes are still outstanding), as in effect on the Issue Daterequirement of any applicable governmental regulatory authority;
(iiC) existing with respect to any agreement governing Acquired Indebtedness Person, or Capital Stock of a Person any property or assets, acquired by the Company Parent or any of its Restricted Subsidiaries as in effect Subsidiary, existing at the time of such acquisition (except to the extent such Indebtedness was and not incurred in connection with contemplation thereof, which encumbrances or restrictions are not applicable (A) in anticipation the case of such acquisition), provided that such restriction does not extend to or cover any Person, or the properties or assets of any Person, other than the Person so acquired;
(iii) agreements relating to an acquisition of Property, provided that such encumbrances or restrictions relate solely Person to the Property so acquired;
(iv) agreements relating to Indebtedness incurred to refinance Indebtedness set forth in preceding clauses (i)-(iii) and which Indebtedness incurred to refinance Indebtedness set forth in preceding clause (i)-(iii) is refinancing Indebtedness permitted under Sections 4.05 and 4.12 of this Indenture, provided that the encumbrances or restrictions contained in the agreements governing such permitted refinancing are no more restrictive in the aggregate than such encumbrances or restrictions contained in the agreements governing the Indebtedness being refinanced immediately prior to such refinancing and do not extend to or cover any other Person or (B) in the case of an acquisition of such property or assets any other property or assets;
(D) in the case of clause (iv) above (and, solely with respect to clauses (w), (x) and (z) of this clause (D), clause (i) above), (w) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is, or is subject to, a lease, license, conveyance or contract or similar property or asset, (x) 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 Parent or any Restricted Subsidiary not otherwise prohibited by this Agreement, (y) 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 or any Restricted Subsidiary in any manner material to the Parent or any Restricted Subsidiary or (z) arising under the terms of Indebtedness Incurred under Section 5.02(a)(i)(F) that restrict the transfer of the property or assets acquired with such Indebtedness;
(E) 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;
(F) contained in the terms of any other Person other than Indebtedness or any agreement pursuant to which such Indebtedness was issued, or any agreement relating to the Person sale, disposition or financing of receivables, if (x) either (1) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in the terms of whom such Indebtedness or agreement or (2) the Parent in good faith determines (as set forth in a Board Resolution) that any such encumbrance or restriction relating will not materially affect the Parent's ability to make principal or interest payments on the Advances and (y) the encumbrance or restriction is not materially more disadvantageous to the Indebtedness being refinanced appliedLenders than is customary in comparable financings (as determined by the Parent in good faith);
(vG) applicable law;
(vi) customary non-assignment provisions in leases and any license of intellectual property restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business (including programming agreements) and Local Marketing Agreements;business; or
(viiH) customary provisions in joint venture agreements for the sale of any assets of any Restricted Subsidiary, provided that such restriction is only applicable to the assets to be sold by such Restricted Subsidiary;
(viii) Purchase Money Indebtedness for property acquired and other similar agreements entered into in the ordinary course of business that only imposes restrictions on business. Nothing contained in this Section 5.02(c) shall prevent the Property so acquired and Parent or any improvements on such Property; and
Restricted Subsidiary from (ixx) Capitalized Lease Obligations that are creating, incurring, assuming or suffering to exist any Liens otherwise permitted hereunder, provided under Section 5.02(g) or (y) restricting the sale or other disposition of property or assets of the Parent or any of its Restricted Subsidiaries that such encumbrance secure Indebtedness of the Parent or restriction does not extend to any Property other than that subject to the underlying leaseof its Restricted Subsidiaries.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company will shall not, and will 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:
(a)(i1) pay dividends or make any other distributions to the Company or any other Restricted Subsidiary on its Capital Stock (or with respect to any other interest or participation in, or measured by, its profits profits) to the Company or (ii) any of its Restricted Subsidiaries or pay any Indebtedness liabilities owed to the Company or any other of its Restricted Subsidiary, Subsidiaries;
(b2) make loans or advances to the Company or any other of its Restricted Subsidiary, or Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any other of its Restricted Subsidiary, except for such Subsidiaries.
(b) The restrictions set forth in paragraph (a) above shall not apply to encumbrances or restrictions existing under or by reason ofrestrictions:
(i1) existing under, by reason of or with respect to the Credit Agreement, Existing Indebtedness or any agreement existing other agreements in effect on the Issue DateDate and any amendments, including modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the Loan encumbrances and Security 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 Credit Agreement, this Indenture and Existing Indebtedness or such other agreements, as the Old Note Indenture (if Old Notes are still outstanding)case may be, as in effect on the Issue Date;
(ii2) set forth in this Indenture, the Notes and the Note Guarantees;
(3) existing under, by reason of or with respect to applicable law, rule, order or regulation;
(4) with respect to any agreement governing Acquired Indebtedness Person or Capital Stock 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 was and not incurred in connection with or in anticipation contemplation of such acquisition), provided that such which encumbrance or restriction does is not extend applicable to or cover any Person, Person or the properties or assets of any Person, other than the Person Person, or the property or assets of the Person, so acquired;
(iii) agreements relating to an acquisition of Propertyacquired and any amendments, provided that such encumbrances modifications, restatements, renewals, extensions, supplements, refundings, replacements or restrictions relate solely to the Property so acquired;
(iv) agreements relating to Indebtedness incurred to refinance Indebtedness set forth in preceding clauses (i)-(iii) and which Indebtedness incurred to refinance Indebtedness set forth in preceding clause (i)-(iii) is refinancing Indebtedness permitted under Sections 4.05 and 4.12 of this Indenturerefinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or restrictions contained in the agreements governing such permitted refinancing refinancings are no more restrictive restrictive, taken as a whole, than those in effect on the aggregate than such encumbrances or restrictions contained in date of the agreements governing the Indebtedness being refinanced immediately prior to such refinancing and do not extend to or cover any other Person or the property of any other Person other than the Person in respect of whom such encumbrance or restriction relating to the Indebtedness being refinanced appliedacquisition;
(v5) applicable lawin the case of clause (3) of paragraph (a) of this Section 4.13:
(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 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 Company or any Restricted Subsidiary thereof in any manner material to the Company or any Restricted Subsidiary thereof;
(vi6) customary non-assignment provisions existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the Capital Stock of, or property and assets of, a Restricted Subsidiary that restrict distributions, loans or advances by that Restricted Subsidiary or transfers of such Capital Stock, property or assets pending such sale or other disposition;
(7) restrictions on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in leases and any license of intellectual property each case, under contracts entered into in the ordinary course of business (including programming agreements) and Local Marketing Agreementsbusiness;
(vii) 8) existing under customary provisions in joint venture and similar agreements for the sale of any assets of any Restricted Subsidiary, provided that such restriction is only applicable to the assets to be sold by such Restricted Subsidiary;
(viii) Purchase Money Indebtedness for property acquired entered into in the ordinary course of business that only imposes restrictions on the Property so acquired and any improvements on such Propertybusiness; and
(ix9) Capitalized Lease Obligations that are otherwise permitted hereunderexisting under Credit Facilities entered into by Restricted Subsidiaries (other than Domestic Subsidiaries) in accordance with Section 4.09 hereof; provided, provided that such encumbrance or restriction does encumbrances and restrictions are customary for the relevant financing and shall not extend affect the Company’s ability to any Property other than that subject to make interest and principal payments on the underlying leasenotes as determined in good faith by the Board of Directors of the Company.
Appears in 1 contract
Sources: Indenture (Stratos Funding, LP)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will 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 (a)(ia) pay dividends or make any other distributions on its Capital Stock to the Company or any other of its Restricted Subsidiary on its Capital Stock Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits profits, or (ii) pay any Indebtedness indebtedness owed to the Company or any other of its Restricted SubsidiarySubsidiaries, (b) make loans or advances to the Company or any other of its Restricted Subsidiary, Subsidiaries or (c) transfer any of its properties or assets to the Company or any other of its Restricted SubsidiarySubsidiaries, except for such encumbrances or restrictions existing under or by reason of:
of (i) any agreement existing on the Issue Date, including the Loan and Security Agreement, this Indenture agreements governing Existing Indebtedness and the Old Note Indenture (if Old Notes are still outstanding), Credit Agreement as in effect on the Issue Date;
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 and the Parent Guarantee and the Subsidiary Guarantee; (iii) applicable law; (iv) any agreement instrument governing Acquired 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 anticipation contemplation of such acquisition), provided that such which encumbrance or restriction does is not extend applicable to or cover any Person, or the properties or assets of any Person, other than the Person so acquired;
(iii) agreements relating to an acquisition of PropertyPerson, provided that such encumbrances or restrictions relate solely to the Property so acquired;
(iv) agreements relating to Indebtedness incurred to refinance Indebtedness set forth in preceding clauses (i)-(iii) and which Indebtedness incurred to refinance Indebtedness set forth in preceding clause (i)-(iii) is refinancing Indebtedness permitted under Sections 4.05 and 4.12 of this Indenture, provided that the encumbrances or restrictions contained in the agreements governing such permitted refinancing are no more restrictive in the aggregate than such encumbrances or restrictions contained in the agreements governing the Indebtedness being refinanced immediately prior to such refinancing and do not extend to or cover any other Person or the property or assets of any other Person other than the Person Person, so acquired, provided that, in respect the case of whom Indebtedness, such encumbrance or restriction relating Indebtedness was permitted by the terms of this Indenture to the Indebtedness being refinanced applied;
be incurred; (v) applicable law;
(vi) customary non-assignment provisions in leases leases, licenses and any license of intellectual property supply contracts entered into in the ordinary course of business business; (including programming agreementsvi) and Local Marketing Agreements;
(vii) agreements for the sale of any assets of any Restricted Subsidiary, provided that such restriction is only applicable to the assets to be sold by such Restricted Subsidiary;
(viii) Purchase Money Indebtedness purchase money obligations for property acquired in the ordinary course of business that only imposes impose restrictions on that property of the Property so acquired and nature described in clause (c) of this Section 4.08; (vii) any improvements on agreement for the sale or other disposition of the assets or Capital Stock of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (viii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such PropertyPermitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and
(ix) Capitalized Lease Obligations that are Liens securing Indebtedness otherwise permitted hereunderto be incurred under Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (x) 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 entered into in the ordinary course of business; (xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (xii) any agreement governing Indebtedness incurred after the date of this Indenture permitted under Section 4.09 hereof; provided that the restrictions contained in any such agreement, taken as a whole, are not less favorable to the Holders of the Notes than those contained in the agreements governing Existing Indebtedness; or (xiii) any encumbrances or restrictions imposed by amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that such encumbrance amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or restriction does not extend refinancings are no more restrictive, taken as a whole, with respect to any Property such dividend or other payment restrictions than that subject those contained in the dividend or other payment restrictions prior to the underlying leasesuch 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. The Company will shall not, and will 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 of any kind on the ability of any Restricted Subsidiary to to: (a)(ii) 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 other Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or Subsidiary; (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, ; (biii) make loans or advances to the Company or any other Restricted Subsidiary, ; or (civ) transfer any of its properties property or assets to the Company or any other Restricted Subsidiary, except for such . The foregoing provisions shall not restrict any encumbrances or restrictions existing under or by reason of:
restrictions: (i) any agreement existing on the Issue Date, including Closing Date in the Loan and Security Credit Agreement, this Indenture and the Old Note Indenture (if Old Notes are still outstanding), as or any other agreements in effect on the Issue Closing Date;
(ii) , and any agreement governing Acquired Indebtedness modifications, extensions, refinancings, renewals, substitutions or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time replacements of such acquisition (except to the extent such Indebtedness was incurred in connection with or in anticipation of such acquisition), provided that such restriction does not extend to or cover any Person, or the properties or assets of any Person, other than the Person so acquired;
(iii) agreements relating to an acquisition of Property, provided that such encumbrances or restrictions relate solely to the Property so acquired;
(iv) agreements relating to Indebtedness incurred to refinance Indebtedness set forth in preceding clauses (i)-(iii) and which Indebtedness incurred to refinance Indebtedness set forth in preceding clause (i)-(iii) is refinancing Indebtedness permitted under Sections 4.05 and 4.12 of this Indenture, agreements; provided that the encumbrances and restrictions in any such modifications, extensions, refinancings, renewals, substitutions or restrictions contained in the agreements governing such permitted refinancing replacements are no more restrictive less favorable in any material respect to the aggregate Holders than such those encumbrances or restrictions that are then in effect and that are being modified, extended, refinanced, renewed, substituted or replaced; (ii) contained in the agreements governing the any Indebtedness being refinanced immediately prior to such refinancing and do not extend to or cover any other Person or the property of any other Person other than the Person in respect of whom such encumbrance or restriction relating to the Indebtedness being refinanced applied;
(v) applicable law;
(vi) customary non-assignment provisions in leases and any license of intellectual property entered into in the ordinary course of business (including programming agreements) and Local Marketing Agreements;
(vii) agreements for the sale of any assets of any Restricted Subsidiary, provided that such restriction is only applicable to the assets to be sold by such Restricted Subsidiary;
(viii) Purchase Money Indebtedness for property acquired in the ordinary course of business that only imposes restrictions on the Property so acquired and any improvements on such Property; and
(ix) Capitalized Lease Obligations that are otherwise permitted hereunder, provided that such encumbrance or restriction does not extend to any Property other than that subject to the underlying lease.incurred under
Appears in 1 contract
Sources: Indenture (Coast Resorts Inc)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will Issuer shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (a)(i) pay dividends or make any other distributions to the Company Issuer or any other of its Restricted Subsidiary Subsidiaries (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits profits, or (ii) pay any Indebtedness owed to the Company Issuer or any other of its Restricted SubsidiarySubsidiaries, (b) make loans or advances to the Company Issuer or any other of its Restricted Subsidiary, Subsidiaries or (c) transfer any of its properties or assets to the Company Issuer or any other of its Restricted SubsidiarySubsidiaries. However, except for such the foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of:
of (ia) any agreement existing on the Issue Date, including the Loan and Security Agreement, this Indenture and the Old Note Indenture (if Old Notes are still outstanding), Existing Indebtedness as in effect on the Issue Date;
date of this Indenture, (iib) 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, (c) this Indenture and the Notes, (d) applicable law and any applicable rule, regulation or order, (e) any agreement governing Acquired Indebtedness or Capital Stock instrument 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 was incurred created in connection with or in anticipation contemplation of such acquisition), provided that such which encumbrance or restriction does is not extend applicable to or cover any Person, or the properties or assets of any Person, other than the Person so acquired;
(iii) agreements relating to an acquisition of PropertyPerson, provided that such encumbrances or restrictions relate solely to the Property so acquired;
(iv) agreements relating to Indebtedness incurred to refinance Indebtedness set forth in preceding clauses (i)-(iii) and which Indebtedness incurred to refinance Indebtedness set forth in preceding clause (i)-(iii) is refinancing Indebtedness permitted under Sections 4.05 and 4.12 of this Indenture, provided that the encumbrances or restrictions contained in the agreements governing such permitted refinancing are no more restrictive in the aggregate than such encumbrances or restrictions contained in the agreements governing the Indebtedness being refinanced immediately prior to such refinancing and do not extend to or cover any other Person or the property or assets of any other Person other than the Person Person, so acquired, PROVIDED that, in respect the case of whom Indebtedness, such encumbrance or restriction relating Indebtedness was permitted by the terms of this Indenture to the Indebtedness being refinanced applied;
be incurred, (v) applicable law;
(vif) customary non-assignment provisions in leases and any license of intellectual property contracts entered into in the ordinary course of business and consistent with past practices, (including programming agreementsg) and Local Marketing Agreements;
(vii) agreements for the sale of any assets of any Restricted Subsidiary, provided that such restriction is only applicable to the assets to be sold by such Restricted Subsidiary;
(viii) Purchase Money Indebtedness purchase money obligations for property acquired in the ordinary course of business that only imposes impose restrictions of the nature described in clause (e) above on the property so acquired, (h) 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 sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (i) Permitted Refinancing Indebtedness, PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are, in the good faith judgment of the Issuer's board of directors, not materially less favorable, taken as a whole, to the Holders of the Notes than those contained in the agreements governing the Indebtedness being refinanced, (j) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 4.09 and 4.12 hereof that limit the right of the debtor to dispose of the assets securing such Indebtedness, (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the Property so acquired and any improvements on such Property; and
ordinary course of business, (ixl) Capitalized Lease Obligations that are otherwise other Indebtedness or Disqualified Stock of Restricted Subsidiaries permitted hereunder, provided that such encumbrance or restriction does not extend to any Property other than that subject be incurred subsequent to the underlying leaseIssuance Date pursuant to the provisions of Section 4.09 hereof, (m) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, and (n) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of the Issuer, are necessary or advisable to effect such Receivables Facility.
Appears in 1 contract
Sources: Indenture (Decrane Holdings Co)
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to
(a)(ii) pay dividends or make any other distributions to the Company or any other of its Restricted Subsidiary Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or Stock;
(ii) pay any Indebtedness owed to the Company or any other of its Restricted Subsidiary, Subsidiaries;
(biii) make loans or advances to the Company or any other of its Restricted Subsidiary, or Subsidiaries; or
(civ) transfer Transfer any of its properties or assets to the Company or any other of its Restricted Subsidiary, Subsidiaries except for such encumbrances or restrictions existing under or by reason ofof any of the following:
(iA) Existing Indebtedness or any agreement existing on the Issue Date, including the Loan and Security Credit Agreement, this Indenture and the Old Note Indenture (if Old Notes are still outstanding), as in effect on the Issue Datedate hereof and any amendments or refinancings thereof; PROVIDED that such amendments or refinancings are no more restrictive, with respect to such encumbrances or restrictions, in the aggregate than those contained in such Existing Indebtedness or any Credit Agreement as in effect on the date hereof;
(iiB) this Indenture, the Notes and the Note Guarantees;
(C) applicable law;
(D) any agreement instrument governing Acquired Indebtedness or Capital 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 was incurred in connection with with, or in anticipation of contemplation of, such acquisition), provided that such which encumbrance or restriction does is not extend applicable to or cover any Person, or the properties or assets of any Person, other than the Person Person, or the 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;
(iii) agreements relating to an acquisition of Property, provided that such encumbrances or restrictions relate solely to the Property so acquired;
(iv) agreements relating to Indebtedness incurred to refinance Indebtedness set forth in preceding clauses (i)-(iii) and which Indebtedness incurred to refinance Indebtedness set forth in preceding clause (i)-(iii) is refinancing Indebtedness permitted under Sections 4.05 and 4.12 of this Indenture, provided that the encumbrances or restrictions contained in the agreements governing such permitted refinancing are no more restrictive in the aggregate than such encumbrances or restrictions contained in the agreements governing the Indebtedness being refinanced immediately prior to such refinancing and do not extend to or cover any other Person or the property of any other Person other than the Person in respect of whom such encumbrance or restriction relating to the Indebtedness being refinanced applied;
(v) applicable law;
(viE) customary non-assignment provisions in leases and any license of intellectual property other agreements entered into in the ordinary course of business (including programming agreements) and Local Marketing Agreementsconsistent with past practices;
(viiF) agreements purchase money obligations for the sale of any assets of any Restricted Subsidiary, provided that such restriction is only applicable to the assets to be sold by such Restricted Subsidiary;
(viii) Purchase Money Indebtedness for property acquired in the ordinary course of business that only imposes impose restrictions of the nature described in clause (D) above on the assets so acquired;
(G) an agreement that has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of a Restricted Subsidiary; PROVIDED that such restrictions are limited to the Restricted Subsidiary that is the subject of such agreement pending its sale or other disposition;
(H) Permitted Refinancing Indebtedness; PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive in the aggregate than those contained in the agreements governing the Indebtedness being refinanced;
(I) restrictions applicable to any Foreign Subsidiary pursuant to Indebtedness incurred pursuant to clause (x) of the second paragraph of Section 4.09 hereof; PROVIDED that such restrictions shall be limited to customary net worth, leverage, cash flow and other financial ratios applicable to such Foreign Subsidiary, customary restrictions on mergers and consolidations involving such Foreign Subsidiary, customary restrictions on transactions with affiliates of such Foreign Subsidiary and customary provisions subordinating the Property so acquired payment of intercompany Indebtedness owed by such Foreign Subsidiary to the Company or any of its Restricted Subsidiaries upon the occurrence of a default in respect of Indebtedness of such Foreign Subsidiary or its Subsidiaries and/or events of insolvency with respect to such Foreign Subsidiary or its Subsidiaries; and PROVIDED FURTHER that in no event shall any improvements on Indebted- ness incurred by a Foreign Subsidiary prohibit such Property; andForeign Subsidiary from making any dividend or other distribution to the Company or its Restricted Subsidiaries or from otherwise making any loan to the Company or its Restricted Subsidiaries in the absence of a breach by such Foreign Subsidiary of the covenants contained in such Indebtedness;
(ixJ) Capitalized Lease Liens securing Obligations that are otherwise permitted hereunder, provided to be incurred pursuant to Section 4.12 that such encumbrance limit the right of the Company or restriction does not extend any of its Subsidiaries to any Property other than that dispose of the assets subject to such Lien; or
(K) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the underlying leaseordinary course of business.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, shall not 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 to:
(a)(ii) 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 other Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or Subsidiary;
(ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, ;
(biii) make loans or advances to the Company or any other Restricted Subsidiary, or ; or
(civ) transfer any of its properties property or assets to the Company or any other Restricted Subsidiary.
(b) The provisions of Section 4.08(a) shall not apply to any encumbrances or restrictions:
(i) existing under agreements (including this Indenture and the indenture for the 2011 Notes) governing Indebtedness existing on the Issue Date and Credit Agreements, except for and any amendments, extensions, refinancings, renewals or replacements of such agreements; provided that, the encumbrances and restrictions in any such amendments, extensions, refinancings, renewals or replacements are no more restrictive in any material respect 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:
(i) any agreement existing on the Issue Date, including the Loan and Security Agreement, this Indenture and the Old Note Indenture (if Old Notes are still outstanding), as in effect on the Issue Dateof applicable law;
(iiiii) existing with respect to any agreement governing Acquired Indebtedness Person or Capital Stock the property or assets of a such Person acquired by the Company or any of its Restricted Subsidiaries as in effect Subsidiary, existing at the time of such acquisition (except to the extent such Indebtedness was and not incurred in connection with contemplation thereof, which encumbrances or in anticipation of such acquisition), provided that such restriction does restrictions are not extend applicable to or cover any Person, Person or the properties property or assets of any Person, Person other than such Person or the property or assets of such Person so acquired;
(iii) agreements relating , and any amendments to an acquisition of Property, provided that such encumbrances or restrictions; provided that, any such amendments are no more restrictive in any material respect than those encumbrances or restrictions relate solely to the Property so acquiredthat are then in effect and that are being amended;
(iv) agreements relating to Indebtedness incurred to refinance Indebtedness set forth in preceding clauses (i)-(iii) and which Indebtedness incurred to refinance Indebtedness set forth in preceding clause (i)-(iii) is refinancing Indebtedness permitted under Sections 4.05 and 4.12 of this Indenture, provided that the encumbrances or restrictions contained in the agreements governing such permitted refinancing are no more restrictive in the aggregate than such encumbrances or case of restrictions contained in the agreements governing the Indebtedness being refinanced immediately prior to such refinancing and do not extend to or cover any other Person or the property of any other Person other than the Person in respect of whom such encumbrance or restriction relating to the Indebtedness being refinanced appliedtransfers of property, restrictions that:
(A) 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) exist 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) arise 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) applicable law;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) customary non-assignment provisions contained in leases and the terms of any license Indebtedness (other than as contemplated by Section 4.08(b)(i)), or any agreement creating Indebtedness, of intellectual property a Restricted Subsidiary entered into after the Issue Date if:
(A) the encumbrance or restriction applies only if there is a payment default, a default with respect to a financial covenant, or an event of default resulting in the ordinary course acceleration of business (including programming agreements) and Local Marketing Agreementsthe final maturity of such Indebtedness;
(viiB) agreements for the sale of any assets of any Restricted Subsidiary, provided that such encumbrance or restriction is only applicable not materially more disadvantageous to Holders than is customary in comparable financings (as determined by the assets to be sold by such Restricted Subsidiary;
(viii) Purchase Money Indebtedness for property acquired in the ordinary course of business that only imposes restrictions on the Property so acquired and any improvements on such PropertyCompany); and
(ixC) Capitalized Lease Obligations the Company determines that are otherwise permitted hereunder, provided that such the encumbrance or restriction does will not extend materially affect the ability to pay interest on the Notes at their Stated Maturity or principal and accrued and unpaid interest on the Notes at their final Stated Maturity.
(c) The Company and its Restricted Subsidiaries shall not be precluded from:
(i) creating, incurring, assuming or permitting to exist any Property other than Liens otherwise permitted under Section 4.13; or
(ii) restricting the sale of their assets that subject to secure Indebtedness of the underlying leaseCompany or its Restricted Subsidiaries.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries toSubsidiaries, 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 to to:
(a)(ia) (i) pay dividends or make any other distributions to the Company or any other of its Restricted Subsidiary Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits profits; or (ii) pay any Indebtedness owed to the Company or any other of its Restricted Subsidiary, Subsidiaries;
(b) make loans or advances to the Company or any other Restricted Subsidiary, or Guarantor; or
(c) sell, lease or transfer any of its properties or assets to the Company or any other Restricted SubsidiaryGuarantor, except except, in each case, for such encumbrances or restrictions existing under or by reason of:
(i1) any agreement existing on the Issue Date, including the Loan and Security Agreement, this Indenture and the Old Note Indenture (if Old Notes are still outstanding), as contractual encumbrances or restrictions in effect on the Issue Effective Date, including pursuant to the Senior Credit Facilities and the related documentation;
(ii2) this Indenture, the Securities and the related Guarantees;
(3) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in clause (c) above on the property or assets so acquired;
(4) applicable law or any applicable rule, regulation or order or the terms of any license, authorization, concession or permit provided by any Governmental Authority;
(5) any agreement governing Acquired Indebtedness or Capital Stock other instrument of a Person acquired (or assumed in connection with the acquisition of property) 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 was incurred but not created in connection with or in anticipation of such acquisitioncontemplation thereof), provided that such which encumbrance or restriction does is not extend applicable to or cover any Person, or the properties or assets of any Person, other than the Person so acquiredacquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries;
(iii6) contracts or agreements relating for the sale of assets, including any restrictions with respect to a Subsidiary of the Company pursuant to an acquisition agreement that has been entered into for the sale or disposition of Property, provided all or substantially all of the Capital Stock or assets of such Subsidiary;
(7) Secured Indebtedness otherwise permitted to be incurred pursuant to Sections 4.03 and 4.12 that such encumbrances or restrictions relate apply solely to the Property so acquiredassets securing such Indebtedness and/or the Restricted Subsidiaries incurring or guaranteeing such Indebtedness;
(iv) agreements relating to Indebtedness incurred to refinance Indebtedness set forth in preceding clauses (i)-(iii) and which Indebtedness incurred to refinance Indebtedness set forth in preceding clause (i)-(iii) is refinancing Indebtedness permitted 8) restrictions on cash or other deposits or net worth imposed by customers under Sections 4.05 and 4.12 of this Indenture, provided that the encumbrances or restrictions contained in the agreements governing such permitted refinancing are no more restrictive in the aggregate than such encumbrances or restrictions contained in the agreements governing the Indebtedness being refinanced immediately prior to such refinancing and do not extend to or cover any other Person or the property of any other Person other than the Person in respect of whom such encumbrance or restriction relating to the Indebtedness being refinanced applied;
(v) applicable law;
(vi) customary non-assignment provisions in leases and any license of intellectual property contracts entered into in the ordinary course of business (including programming agreements) and Local Marketing Agreementsbusiness;
(vii9) agreements for other Indebtedness, Disqualified Stock or Preferred Stock of non-Guarantor Subsidiaries of the sale of any assets of any Restricted Subsidiary, provided that such restriction is only applicable Company permitted to be incurred or issued subsequent to the assets Effective Date pursuant to be sold by such Restricted Subsidiarythe provisions of Section 4.03;
(viii10) Purchase Money Indebtedness for property acquired customary provisions in any partnership agreement, limited liability company organizational governance document, joint venture agreement and other similar agreement entered into in the ordinary course of business business;
(11) customary provisions contained in leases, subleases, licenses or sublicenses, Equity Interests or asset sale agreements and other similar agreements, in each case, entered into in the ordinary course of business;
(12) any other agreement governing Indebtedness entered into after the Effective Date if (a) such encumbrances and other restrictions are, in the good faith judgment of the Company, no more restrictive in any material respect taken as a whole with respect to the Company or any Restricted Subsidiary than (i) the restrictions contained in this Indenture as of the Effective Date or (ii) those encumbrances and other restrictions that only imposes restrictions are in effect on the Property Effective Date with respect to that Restricted Subsidiary or the Company, as applicable pursuant to agreements in effect on the Effective Date, or (b) any such encumbrance or restriction contained in such Indebtedness does not prohibit (except upon a default or an event of default thereunder) the payment of dividends in an amount sufficient, as determined by the board of directors (or similar governing body) of the Company in good faith, to make scheduled payments of cash interest on the Securities when due;
(13) customary provisions restricting assignment of any agreement entered into in the ordinary course of business;
(14) other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary that is a Guarantor, provided that such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be incurred subsequent to the Effective Date under Section 4.03 and either (A) the provisions relating to such encumbrance or restriction contained in such Indebtedness are no less favorable to the Company, taken as a whole, as determined by the Company in good faith, than the provisions contained in the Senior Credit Facilities as in effect on the Effective Date or (B) any such encumbrance or restriction contained in such Indebtedness does not prohibit (except upon a default or an event of default thereunder) the payment of dividends in an amount sufficient, as determined by the Company in good faith, to make scheduled payments of cash interest on the Securities when due;
(15) customary restrictions and conditions contained in any agreement relating to the sale, transfer, lease or other disposition of any asset permitted under Section 4.06 pending the consummation of such sale, transfer, lease or other disposition;
(16) customary restrictions and conditions contained in the document relating to any Lien so acquired long as (i) such Lien is a Permitted Lien and such restrictions or conditions relate only to the specific asset subject to such Lien and (ii) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 4.05;
(17) restrictions created in connection with any improvements on Receivables Facility that in the good faith determination of the Company are necessary or advisable to effect such PropertyReceivables Facility;
(18) customary net worth or similar provisions contained in real property leases entered into by the Company or any Subsidiary so long as the Company or such Subsidiary has determined in good faith that such net worth or similar provisions could not reasonably be expected to impair the ability of the Company or such Subsidiary to meet its ongoing obligations; and
(ix19) Capitalized Lease Obligations that are otherwise permitted hereunderany encumbrances or restrictions of the type referred to in Sections 4.05(a), (b) and (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 (1) through (18) above; provided that such encumbrance amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive in any material respect with respect to such encumbrances and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05, (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 does not extend on the ability to any Property other than that subject make distributions on Capital Stock and (2) the subordination of loans or advances made to the underlying leaseCompany 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 (PQ Group Holdings Inc.)