Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will not, and will not permit any Restricted Subsidiary that is not a Borrower or a Guarantor to, directly or indirectly create or otherwise cause to become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to: (a) (i) pay dividends or make any other distributions to UK Holdco or any of the Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco or any of the Restricted Subsidiaries; (b) make loans or advances to UK Holdco or any of the Restricted Subsidiaries; or (c) sell, lease or transfer any of its properties or assets to UK Holdco or any of the Restricted Subsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of: (1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Date, including pursuant to this Agreement, Hedging Obligations and the other documents relating to the Transactions; (2) this Agreement, the Loan Documents, the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereof; (3) applicable law or any applicable rule, regulation or order; (4) any agreement or other instrument of a Person acquired by UK Holdco or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its Subsidiaries, other than the Person, or the property or assets of the Person and its Subsidiaries, so acquired or the property or assets so assumed; (5) contracts or agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary; (6) Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 and 7.7 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) customary provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquired; (10) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreement; (11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, that such restrictions apply only to such Receivables Subsidiary;
Appears in 4 contracts
Sources: Incremental Facility Amendment (CLARIVATE PLC), Incremental Facility Amendment (CLARIVATE PLC), Credit Agreement (Clarivate Analytics PLC)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Company shall not, and will shall not permit any Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(ai) (iA) pay dividends or make any other distributions to UK Holdco the Company or any of the Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; , or (iiB) pay any Indebtedness owed to UK Holdco the Company or any of the Restricted Subsidiaries;,
(bii) make loans or advances to UK Holdco the Company or any of the Restricted Subsidiaries; , or
(ciii) sell, lease or transfer any of its properties or assets to UK Holdco the Company or any of the Restricted Subsidiaries; except , except, in each case case, for such encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Date, including pursuant to this Agreement, Hedging Obligations Indenture and the other documents relating to the TransactionsNotes;
(2) this agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement, the Loan Documents, the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereof;
(3) applicable law or any applicable rule, regulation or orderlaw;
(4) any agreement instrument governing Acquired Indebtedness or other instrument Capital Stock of a Person acquired by UK Holdco the Company or any Restricted Subsidiary which was as in existence effect at the time of such acquisition or at (except to the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed extent such Indebtedness was incurred in connection with the acquisition of assets from such Person (but not created or in contemplation thereofof such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, 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;
(5) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices;
(6) purchase money obligations for property or assets acquired or in the ordinary course of business that impose restrictions of the nature set forth in clause (iii) of this Section 4.05 on the property or assets so assumedacquired;
(57) contracts any encumbrance or restriction 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 enumerated 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 materially less favorable to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than encumbrances and restrictions contained in such predecessor agreements;
(8) the requirements of any Permitted Securitization that are exclusively applicable to any bankruptcy remote Special Purpose Subsidiary formed in connection therewith;
(9) the requirements of any Standard Securitization Undertakings;
(10) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements for or mortgages securing Indebtedness of a Restricted Subsidiary to the sale extent such restrictions restrict the transfer of assetsthe property subject to the Liens created thereby, including customary 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;
(11) restrictions with respect to any Investment imposed in connection with the making of such Investment;
(12) 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;Subsidiary pending the closing of such sale or disposition; or
(613) Indebtedness secured by a Lien that is otherwise permitted assignment provisions and provisions with respect to be Incurred pursuant to Sections 7.2 and 7.7 that limit the right distribution of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits property or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions joint venture or partnership interests in joint venture, operating venture or other similar agreements, asset sale partnership agreements and stock sale agreements in connection with the entering into of such transaction;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to are customary for such lease, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financingagreements; provided, however, that such restrictions apply only 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 such Receivables Subsidiary;make principal or interest payments on the Notes.
Appears in 4 contracts
Sources: Indenture (Credit Acceptance Corp), Indenture (Credit Acceptance Corp), Indenture (Credit Acceptance Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Issuer shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco the Issuer or any of the its Restricted Subsidiaries (1) on its Capital Stock Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco the Issuer or any of the its Restricted Subsidiaries;
(b) make loans or advances to UK Holdco the Issuer or any of the its Restricted Subsidiaries; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco the Issuer or any of the its Restricted Subsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Issue Date, including pursuant to this Agreement, Hedging Obligations the Credit Agreement and the other documents relating to the TransactionsCredit Agreement Documents;
(2) this AgreementIndenture, the Loan Documents, the Senior Secured Notes (and any Exchange Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereof);
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument of a Person acquired by UK Holdco the Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereofthereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, other than the Person, or the property or assets of the Person and its Subsidiaries, so acquired or the property or assets so assumedacquired;
(5) contracts or agreements for the sale of assets, including customary restrictions any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary;
(6) Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 4.03 and 7.7 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or venture agreements and other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into ordinary course of such transactionbusiness;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquiredbusiness;
(10) customary provisions contained in leases, licenses, contracts licenses and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreementbusiness;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary;
(12) other Indebtedness, Disqualified Stock or Preferred Stock (a) of any Restricted Subsidiary of the Issuer that is a Subsidiary Pledgor or a Foreign Subsidiary, (b) of any Restricted Subsidiary that is not a Subsidiary Pledgor or a Foreign Subsidiary so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuer’s ability to make anticipated principal or interest payments on the Notes (as determined in good faith by the Issuer) or (c) of any Restricted Subsidiary Incurred in connection with any Project Financing, provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03;
(13) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or
(14) any encumbrances or restrictions of the type referred to in clauses (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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness Incurred by the Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 4 contracts
Sources: Indenture (Harrahs Entertainment Inc), Indenture (Harrahs Entertainment Inc), Indenture (Harrahs Entertainment Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Company shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco the Company or any of the its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; , or (ii) pay any Indebtedness owed to UK Holdco the Company or any of the its Restricted Subsidiaries;
(b) make loans or advances to UK Holdco the Company or any of the its Restricted Subsidiaries; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco the Company or any of the its Restricted Subsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Issue Date, including pursuant to this Agreement, Hedging Obligations the Credit Agreement and the other documents relating to the TransactionsSenior Credit Documents;
(2) this AgreementIndenture, the Loan Documents, Notes and the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereofGuarantees;
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument relating to Indebtedness of a Person acquired by UK Holdco the Company or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereofthereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or the property or assets so assumedacquired;
(5) contracts or agreements for the sale of assets, including customary restrictions any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted SubsidiarySubsidiary pending the closing of such sale or disposition;
(6) Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 4.03 and 7.7 Section 4.08 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or venture agreements and other similar agreements, asset sale agreements and stock sale agreements in connection with the entering entered into of such transaction;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquiredbusiness;
(109) customary provisions contained in leases, licenses, contracts agreements to provide services and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described specified in clause (c) above, including but not limited to, customary non-assignment provisions;
(10) other Indebtedness of this Restricted Subsidiaries permitted to be Incurred subsequent to the Issue Date pursuant to Section 7.4 on the property subject to such lease, license, contract or agreement;4.03(l); or
(11) any encumbrance encumbrances or restriction restrictions of a Receivables Subsidiary effected the type referred to in connection with a Qualified Receivables Financingclauses (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 (10) above; provided, provided that such restrictions apply only amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors, no more restrictive with respect to such Receivables Subsidiary;dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 3 contracts
Sources: Indenture (Otelco Inc.), Indenture (Brindlee Mountain Telephone Co), Indenture (Otelco Telecommunications LLC)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Parent and the Issuers shall not, and will shall not permit any Restricted Material Subsidiary that is not a Borrower or a Guarantor to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of an Issuer or any Restricted Material Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco the Parent or any of the Restricted Subsidiaries Subsidiary (1) on its Capital Stock Stock, or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco or any of the Restricted Subsidiaries;or
(b) make loans or advances to UK Holdco the Parent or any Restricted Subsidiary that is a direct or indirect parent of the Restricted Subsidiaries; or
(c) sellsuch Material Subsidiary, lease or transfer any of its properties or assets to UK Holdco or any of the Restricted Subsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Issue Date, including (A) pursuant to this Agreement, Hedging Obligations the Credit Agreement and the other documents relating to Credit Agreement Documents and (B) the Transactions;
(2) this AgreementExisting Notes, the Loan DocumentsExisting Notes Indentures, and the Senior Secured Notesrelated guarantees, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereofsimilar contractual encumbrances effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments;
(2) this Indenture, the Notes, the Guarantees, the First Lien Collateral Documents or the Intercreditor Agreements;
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument of a Person acquired by UK Holdco the Parent or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereofthereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, other than the Person, or the property or assets of the Person and its Subsidiaries, so acquired or the property or assets so assumedacquired;
(5) contracts or agreements for the sale of assets, including customary restrictions any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary;
(6) Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 Section 4.03 and 7.7 Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or venture agreements and other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into ordinary course of such transactionbusiness;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquiredbusiness;
(10) customary provisions contained in leases, licenses, contracts licenses and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreementbusiness;
(11) any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contracts;
(12) any encumbrance or restriction of a Receivables Securitization Subsidiary effected in connection with a Qualified Receivables Securitization Financing;
(13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of the Parent or any Restricted Subsidiary that is an Issuer, a Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not an Issuer, a Guarantor or a Foreign Subsidiary so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuers’ ability to make anticipated principal or interest payments on the Notes (as determined in good faith by the Issuer); providedprovided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03;
(14) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or
(15) any encumbrances or restrictions of the type referred to in Section 4.05(a) or (b) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above; provided that such restrictions apply only amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, no more restrictive with respect to such Receivables Subsidiary;dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on other Capital Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Parent or a Restricted Subsidiary to other Indebtedness Incurred by the Parent or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 3 contracts
Sources: Indenture (Mallinckrodt PLC), Indenture (Mallinckrodt PLC), Exchange Agreement (Mallinckrodt PLC)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Company shall not, and will shall not permit any of the Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco the Company or any of the Restricted Subsidiaries Subsidiary (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco the Company or any of the Restricted SubsidiariesSubsidiary;
(b) make loans or advances to UK Holdco the Company or any of the Restricted SubsidiariesSubsidiary; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco the Company or any of the Restricted SubsidiariesSubsidiary; except in each case for such encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect effect, contemplated or entered into or existing committed on the Closing Issue Date, including pursuant to this Agreement, Hedging Obligations and the other documents relating to the Transactions;
(2) this AgreementIndenture, the Loan DocumentsNotes and the Note Guarantees, the Senior Secured Notes2029 Notes Indenture, any additional notes permitted to be Incurred under the Senior Secured 2029 Notes Indenture and, in each case, and any guarantees thereof, the 2027 Notes Indenture, the 2027 Notes and any guarantees thereof, any Credit Agreement and the other Credit Agreement Documents;
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument of a Person acquired by UK Holdco the Company or any Restricted Subsidiary or of an Unrestricted Subsidiary which is being designated as a Restricted Subsidiary which was in existence at the time of such acquisition or at designation, as the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person case may be (but not created in contemplation thereofthereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition or designation), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, other than the Person, or the property or assets of the Person and its Subsidiaries, so acquired or the property or assets so assumedacquired;
(5) contracts or agreements for the sale or lease of assets, including customary restrictions any restriction with respect to the Company or a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale sale, lease or disposition of all or substantially all the Capital Stock or assets of the Company or such Restricted Subsidiary;
(6) Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 4.03 and 7.7 4.12 that limit apply only to the right of the debtor to dispose of the specific property or assets securing such IndebtednessIndebtedness and not all or substantially all assets;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessbusiness or under real property leases;
(8) customary provisions in joint venture, operating or venture agreements and other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquiredbusiness;
(10) customary provisions contained in leases, licenses, contracts licenses and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreementbusiness;
(11) customary provisions restricting assignment of any agreement entered into in the ordinary course of business;
(12) customary provisions restricting subletting or assignment of any lease governing a leasehold interest;
(13) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary;
(14) other Indebtedness, Disqualified Stock or Preferred Stock (a) of the Company or any Restricted Subsidiary that is a Subsidiary Guarantor or a Foreign Subsidiary, (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Company’s ability to make anticipated principal or interest payments on the Notes (as determined in good faith by the Company) or (c) of any Restricted Subsidiary Incurred in connection with any Project Financing, Qualified Non-Recourse Debt or Development Expense; provided that in the case of each of clauses (a) and (b) above, such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03;
(15) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment;
(16) any encumbrance or restriction in any agreement related to the development or financing of a Project;
(17) restrictions contained in any Master Lease, any Gaming Lease, any MLSA or any Operations Management Agreement;
(18) customary provisions restricting the assignment of any agreement entered into in the ordinary course of business;
(19) customary restrictions and conditions contained in the document relating to any Lien, so long as (A) such Lien is permitted under this Indenture and such restrictions or conditions relate only to the specific asset subject to such Lien and (B) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 4.05;
(20) customary restrictions on leases, subleases, licenses or Equity Interests or asset sale agreements otherwise permitted by this Indenture as long as such restrictions relate to the Equity Interests and assets subject thereto;
(21) restrictions on pledges or the granting of Liens on the direct or indirect equity interests in CEOC;
(22) restrictions imposed by any agreement governing Indebtedness entered into on or after the Issue Date and otherwise permitted under this Indenture that are, taken as a whole, in the good faith judgment of the Company, no more restrictive with respect to the Company or any Restricted Subsidiary than customary market terms for Indebtedness of such type, so long as the Company shall have determined in good faith that such restrictions will not materially adversely affect its obligations or ability to make payments required under this Indenture; or
(23) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, extensions, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (22) above; provided that such amendments, modifications, restatements, renewals, extensions, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, not more restrictive in any material respect with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions, taken as a whole, prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or are otherwise in accordance with the terms of the applicable intercreditor agreement. For purposes of determining compliance with this Section 4.05, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Company or a Restricted Subsidiary to other Indebtedness Incurred by the Company or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 3 contracts
Sources: Indenture (Caesars Entertainment, Inc.), Indenture (Caesars Entertainment, Inc.), Indenture (Caesars Entertainment, Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Issuer shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco the Issuer or any of the its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; profits or (ii) pay any Indebtedness owed to UK Holdco the Issuer or any of the its Restricted Subsidiaries;
(b) make loans or advances to UK Holdco the Issuer or any of the its Restricted Subsidiaries; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco the Issuer or any of the its Restricted Subsidiaries; , except in each case for such encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Issue Date, including pursuant to this Agreement, Hedging Obligations and the other documents relating to the Transactions;
(2) this AgreementIndenture, the Loan DocumentsGuarantees, the Senior Secured NotesSecurities, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereofSecurity Documents or the Intercreditor Agreements;
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument relating to Indebtedness of a Person acquired by UK Holdco the Issuer or any Restricted Subsidiary which that was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereofthereof or to provide all or any portion of the funds or guarantees utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or the property or assets so assumedacquired;
(5) contracts or agreements for the sale of assets, including customary restrictions any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted SubsidiarySubsidiary pending the closing of such sale or disposition;
(6) documents relating to Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 4.03 and 7.7 that limit 4.11, which restrictions are restrictions on the right transfer of the debtor to dispose of the assets securing such Secured Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint ventureventure agreements, operating or collaboration agreements, intellectual property licenses and other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into ordinary course of such transactionbusiness;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquiredbusiness;
(10) customary provisions contained in contracts, leases, licenses, contracts licenses and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreementnon-assignment provisions);
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, provided that such restrictions apply only to such Receivables Subsidiary;
Appears in 3 contracts
Sources: Indenture (Egalet Corp), Indenture (Egalet Us Inc.), Indenture (Egalet Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco Casella will not, and will not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i1) pay dividends or make any other distributions on or in respect of its Equity Interests to UK Holdco Casella or any of the ▇▇▇▇▇▇▇'▇ Restricted Subsidiaries (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits; , or (ii) pay any Indebtedness indebtedness owed to UK Holdco Casella or any of the ▇▇▇▇▇▇▇'▇ Restricted Subsidiaries;
(b2) make loans or advances to UK Holdco Casella or any of the ▇▇▇▇▇▇▇'▇ Restricted Subsidiaries; or
(c3) sell, lease or transfer any of its properties or assets to UK Holdco Casella or any of the ▇▇▇▇▇▇▇'▇ Restricted Subsidiaries; except in each case for such . However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances the Senior Credit Facility or restrictions any Existing Indebtedness, in each case, as in effect or entered into or existing on the Closing Datedate of this Indenture and any amendments or refinancings thereof; PROVIDED that such amendments or refinancings are not materially more restrictive, including pursuant taken as a whole, with respect to such dividend and other restrictions than those contained in the Senior Credit Facility or such Existing Indebtedness, as in effect on the date of this Agreement, Hedging Obligations and the other documents relating to the TransactionsIndenture;
(2) this Agreement, Indenture and the Loan Documents, the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereof;
(3) applicable law or any applicable law, rule, regulation or orderorder of any governmental authority;
(4) any agreement instrument governing Indebtedness or other instrument Capital Stock of a Person acquired by UK Holdco Casella or any of its Restricted Subsidiary which was Subsidiaries as in existence effect at the time of such acquisition or at (except to the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed extent such Indebtedness was incurred in connection with the acquisition of assets from such Person (but not created or in contemplation thereofof such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or acquired; PROVIDED that, in the property or assets so assumedcase of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(5) contracts or agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement non-assignment provisions (and sublease restrictions) in leases entered into for in the sale or disposition ordinary course of all or substantially all the Capital Stock or assets of such Restricted Subsidiarybusiness and consistent with past practices;
(6) Purchase Money Obligations that impose restrictions only on the property acquired of the nature described in clause (3) of the preceding paragraph;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by such Restricted Subsidiary pending its sale or other disposition; PROVIDED that such sale or disposition is made in compliance with Section 4.13;
(8) Permitted Refinancing Indebtedness; PROVIDED that such dividend and other restrictions contained in the agreements governing such Permitted Refinancing Indebtedness secured by are not materially more restrictive, taken as a Lien that is whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness otherwise permitted to be Incurred incurred pursuant to Sections 7.2 and 7.7 Section 4.12 that limit the right of the debtor Casella or any of its Restricted Subsidiaries to dispose of the assets securing subject to such IndebtednessLien;
(710) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business;
(11) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of business;; and
(8) customary provisions 12) any agreement relating to a Sale and Leaseback Transaction or Capital Lease Obligation, in joint ventureeach case, operating or other similar agreementsotherwise permitted by this Indenture, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 but only on the property subject to such lease, license, contract transaction or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, lease and only to the extent that such restrictions apply only or encumbrances are customary with respect to such Receivables Subsidiary;a Sale and Leaseback Transaction or capital lease.
Appears in 3 contracts
Sources: Indenture (Northern Sanitation Inc), Indenture (Casella Waste Systems Inc), Indenture (Kti Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Issuer shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause to exist or become effective after the date of this Indenture any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
to (a) (ii)(a) pay dividends or make any other distributions to UK Holdco the Issuer or any of the its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; or (iib) pay any Indebtedness indebtedness owed to UK Holdco the Issuer or any of the its Restricted Subsidiaries;
, (bii) make loans or advances to UK Holdco the Issuer or any of the its Restricted Subsidiaries; or
Subsidiaries or (ciii) sell, lease or transfer any of its properties or assets to UK Holdco the Issuer or any of the its Restricted Subsidiaries; , except in each case for such encumbrances or restrictions existing under or by reason of:
of (1a) contractual encumbrances or Existing Indebtedness, (b) any New Credit Facility (provided that any such restrictions contained therein are substantially no more restrictive when taken as a whole that those contained in effect or entered into or existing on the Closing Datethis Indenture), including pursuant to (c) this Agreement, Hedging Obligations Indenture and the other documents relating to Notes or the Transactions;
(2) this Agreement, Tranche B Indenture and the Loan Documents, the Senior Secured Tranche B Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereof;
(3d) applicable law or any applicable rulelaw, regulation or order;
(4e) any agreement instrument governing Indebtedness or other instrument Capital Stock of a Person acquired by UK Holdco the Issuer or any of its Restricted Subsidiary which was Subsidiaries as in existence effect at the time of such acquisition or at (except to the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed extent that such Indebtedness was incurred in connection with the acquisition of assets from such Person (but not created or in contemplation thereofof such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, other than the Person, or the property or assets of the Person and its Subsidiaries, so acquired, (f) customary non-assignment or net worth provisions, and other customary provisions, in leases or licenses entered into in the ordinary course of business, (g) purchase money obligations for property acquired or that impose restrictions of the nature described in clause (iii) above on the property so acquired, (h) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets so assumed;
(5) contracts or agreements for the sale of assetsEquity Interests, including including, without limitation, customary restrictions with respect to a Restricted Subsidiary imposed with respect to the issuance 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 Restricted Subsidiary;
, (6m) Indebtedness secured by a Lien any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that is otherwise permitted to be Incurred pursuant to Sections 7.2 and 7.7 that limit the right such restrictions terminate upon any sale or transfer of all or substantially all of the debtor to dispose common stock or assets of the assets securing such Indebtedness;
GTN, or (7n) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating venture agreements or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, that such restrictions apply only to such Receivables Subsidiary;.
Appears in 3 contracts
Sources: Indenture (Pg&e National Energy Group Inc), Indenture (Pg&e National Energy Group Inc), Indenture (Pg&e National Energy Group Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Company shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco the Company or any of the its Restricted Subsidiaries (1A) on its Capital Stock Stock; or (2B) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco the Company or any of the its Restricted Subsidiaries;
(b) make loans or advances to UK Holdco the Company or any of the its Restricted Subsidiaries; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco the Company or any of the its Restricted Subsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Acquisition Date, including pursuant to this Agreement, Hedging Obligations the Credit Agreement and the other documents relating to the TransactionsSenior Credit Documents;
(2) this AgreementIndenture, the Loan DocumentsSecurities, the Euro Securities, the Senior Secured Notes, any additional notes permitted Subordinated Notes and the indentures relating to be Incurred under the Euro Securities and the Senior Secured Notes Indenture and, in each case, any guarantees thereofSubordinated Notes;
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument relating to Indebtedness of a Person acquired by UK Holdco the Company or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereofthereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or the property or assets so assumedacquired;
(5) contracts or agreements for the sale of assets, including customary restrictions any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted SubsidiarySubsidiary pending the closing of such sale or disposition;
(6) Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 4.03 and 7.7 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or venture agreements and other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into ordinary course of such transactionbusiness;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described discussed in clause (c) of this Section 7.4 above on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts leases and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreementabove;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary;
(12) other Indebtedness of Restricted Subsidiaries (I) that are Guarantors that is Incurred subsequent to the Acquisition Date pursuant to Section 4.03 or (II) that is Incurred subsequent to the Acquisition Date pursuant to clauses (iv), (xii) or (xx) of Section 4.03(b) by Foreign Subsidiaries; or
(13) any encumbrances or restrictions of the type referred to in clauses (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 (12) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Sources: Indenture (TRW Automotive Inc), Indenture (TRW Automotive Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Borrower shall not, and will shall not permit any of the Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
to (a) (i) pay dividends or make any other distributions to UK Holdco the Borrower or any of the Restricted Subsidiaries (1) on its Capital Stock Interests or (2) with respect to any other interest or participation in, or interest measured by, its profits; or , (iib) pay any Indebtedness indebtedness or other obligations owed to UK Holdco the Borrower or any of the Restricted Subsidiaries;
, (bc) make loans or advances to UK Holdco the Borrower or any of the Restricted Subsidiaries; or
Subsidiaries or (cd) sell, lease or transfer any of its properties or assets to UK Holdco the Borrower or any of the Restricted Subsidiaries; , except in each case for such encumbrances or restrictions existing under or by reason of:
of (1i) contractual encumbrances or restrictions in effect or entered into or existing on the Closing DateExisting Indebtedness, including pursuant to this Agreement, Hedging Obligations and the other documents relating to the Transactions;
(2ii) this Agreement, the Loan Documents2002 MLP Notes, the 2002 MLP Indenture the 1998 Note Purchase Agreement, the 1998 Fixed Rate Senior Secured Notes, any additional notes permitted to be Incurred under the 2000 Note Purchase Agreement and the 2000 Fixed Rate Senior Secured Notes Indenture andNotes, in each case, any guarantees thereof;
(3iii) applicable law or any applicable ruleLaws, regulation or order;
(4iv) any agreement instrument governing Indebtedness or other instrument Capital Interests of a Person acquired by UK Holdco the Borrower or any of the Restricted Subsidiary which was Subsidiaries as in existence effect at the time of such acquisition or at Acquisition (except to the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed extent such Indebtedness was incurred in connection with the acquisition of assets from such Person (but not created or in contemplation thereofof such Acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or acquired, provided that the property or assets so assumed;
(5) contracts or agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets Consolidated Cash Flow of such Restricted Subsidiary;
Person – to the extent that dividends, distributions, loans, advances or transfers thereof are limited by such encumbrance or restriction on the date of acquisition – is not taken into account in determining whether such acquisition was permitted by the terms of this Agreement, (6v) Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 and 7.7 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts customary non-assignment provisions in leases entered into in the ordinary course of business;
business and consistent with past practices, (8) customary provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(9vi) purchase money obligations for 068800 000057 DALLAS 1872243.4 property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (cd) of this Section 7.4 above on the property so acquired;
, (10vii) customary provisions Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in leases, licenses, contracts and other similar the agreements entered into governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the ordinary course agreements governing the Indebtedness being refinanced or (viii) other Indebtedness permitted to be incurred subsequent to the Closing Date pursuant to the provisions of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease7.05, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, provided that such restrictions apply only to such Receivables Subsidiary;are no more restrictive than those contained in this Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Ferrellgas Finance Corp), Credit Agreement (Ferrellgas Partners Finance Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Parent and the Issuers shall not, and will shall not permit any Restricted Material Subsidiary that is not a Borrower or a Guarantor to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of an Issuer or any Restricted Material Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco the Parent or any of the Restricted Subsidiaries Subsidiary (1) on its Capital Stock Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco or any of the Restricted Subsidiaries;or
(b) make loans or advances to UK Holdco the Parent or any Restricted Subsidiary that is a direct or indirect parent of the Restricted Subsidiaries; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco or any of the Restricted Subsidiariessuch Material Subsidiary; except in each case for such encumbrances or restrictions existing under or by reason of:
(1) (A) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Date, including Issue Date and (B) contractual encumbrances or restrictions pursuant to this Agreement, Hedging Obligations and the other documents relating to the Transactions;
(2) this Credit Agreement, the Loan Documents, the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture other Credit Agreement Documents and, in each case, any guarantees thereofsimilar contractual encumbrances effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments;
(2) this Indenture, the Notes or the Guarantees;
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument of a Person acquired by UK Holdco the Parent or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereofthereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, other than the Person, or the property or assets of the Person and its Subsidiaries, so acquired or the property or assets so assumedacquired;
(5) contracts or agreements for the sale of assets, including customary restrictions any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary;
(6) Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 Section 4.03 and 7.7 Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or venture agreements and other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into ordinary course of such transactionbusiness;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquiredbusiness;
(10) customary provisions contained in leases, licenses, contracts licenses and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreementbusiness;
(11) any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contracts;
(12) any encumbrance or restriction of a Receivables Securitization Subsidiary effected in connection with a Qualified Receivables Securitization Financing;
(13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of the Parent or any Restricted Subsidiary that is an Issuer, a Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not an Issuer, a Guarantor or a Foreign Subsidiary so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuers’ ability to make anticipated principal or interest payments on the Notes (as determined in good faith by the Issuer), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03;
(14) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; providedor
(15) any encumbrances or restrictions of the type referred to in Section 4.05(a) or (b) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above; provided that such restrictions apply only amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, no more restrictive with respect to such Receivables Subsidiary;dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on other Capital Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Parent or a Restricted Subsidiary to other Indebtedness Incurred by the Parent or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 2 contracts
Sources: Indenture (Mallinckrodt PLC), Indenture (Mallinckrodt PLC)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Borrower shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries that is not a Borrower or a Guarantor to, directly or indirectly create or otherwise cause to become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco the Borrower or any of the its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco the Borrower or any of the its Restricted Subsidiaries;
(b) make loans or advances to UK Holdco the Borrower or any of the its Restricted Subsidiaries; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco the Borrower or any of the its Restricted Subsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Date, including pursuant to this Agreement, the ABL Documents, Hedging Obligations and the other documents relating to the Transactions;
(2) this Agreement, the Loan Documents, the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture ABL Documents and, in each case, any guarantees thereof;
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument of a Person acquired by UK Holdco the Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco the Borrower or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its Subsidiaries, other than the Person, or the property or assets of the Person and its Subsidiaries, so acquired or the property or assets so assumed;
(5) contracts or agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary;
(6) Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 6.1 and 7.7 6.6 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary and usual provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 6.3 on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 6.3 on the property subject to such lease, license, contract or agreement;
(11) other Indebtedness, Disqualified Stock or Preferred Stock of any encumbrance Restricted Subsidiary of the Borrower that is Incurred subsequent to the Closing Date pursuant to Section 6.1; provided that either (A) such encumbrances and restrictions contained in any agreement or restriction instrument will not materially affect the Borrower’s ability to make anticipated principal or interest payment on the Loans (as determined by the Borrower in good faith) or (B) such encumbrances and restrictions are not materially more restrictive, taken as a whole, than those, in the case of encumbrances, outstanding on the Closing Date, and in the case of restrictions, contained in this Agreement;
(12) any Restricted Investment not prohibited by Section 6.2 and any Permitted Investment;
(13) 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 Borrower or any Restricted Subsidiary thereof in any manner material to the Borrower or any Restricted Subsidiary thereof;
(14) existing under, by reason of or with respect to Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the agreements governing that Refinancing Indebtedness are not materially more restrictive, taken as a Receivables Subsidiary effected whole, than those contained in connection with the agreements governing the Indebtedness being Refinanced;
(15) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Borrower or any of its Restricted Subsidiaries is a Qualified Receivables Financingparty entered into in the ordinary course of business; provided, provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary;
(16) any encumbrances or restrictions apply only of the type referred to in clauses (a), (b) and (c) of this Section 6.3 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 (15) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, not materially more restrictive as a whole with respect to such Receivables Subsidiary;dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 6.3, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Borrower or a Restricted Subsidiary of the Borrower to other Indebtedness Incurred by the Borrower or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 2 contracts
Sources: Credit Agreement (Mueller Water Products, Inc.), Term Loan Credit Agreement (Mueller Water Products, Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will Holdings shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco Holdings or any of the its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco Holdings or any of the its Restricted Subsidiaries;
(b) make loans or advances to UK Holdco Holdings or any of the its Restricted Subsidiaries; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco Holdings or any of the its Restricted Subsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of:
(1) (A) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Date, including Issue Date and (B) contractual encumbrances or restrictions pursuant to this Agreement, Hedging Obligations the Credit Agreement and the other documents relating to the Transactions;
(2) this Agreement, the Loan Documents, the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture Credit Agreement Documents and, in each case, any guarantees thereofsimilar contractual encumbrances effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments;
(2) this Indenture, the Notes (and any Exchange Notes) or the Subsidiary Guarantees;
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument of a Person acquired by UK Holdco Holdings or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereofthereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, other than the Person, or the property or assets of the Person and its Subsidiaries, so acquired or the property or assets so assumedacquired;
(5) contracts or agreements for the sale of assets, including customary restrictions any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary;; Table of Contents
(6) Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 Section 4.03 and 7.7 Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or venture agreements and other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into ordinary course of such transactionbusiness;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described discussed in clause (c) of this Section 7.4 above on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts licenses and other similar agreements entered into in the ordinary course of business business;
(11) in the case of clause (c) above, any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease (including leases governing leasehold interests or Farm-In Agreements or Farm-Out Agreements relating to leasehold interests in Oil and Gas Properties), license or similar contract, or the assignment or transfer of any such lease (including leases governing leasehold interests or Farm-In Agreements or Farm-Out Agreements relating to leasehold interests in Oil and Gas Properties), license (including without limitations, licenses of intellectual property) or other contracts;
(12) [reserved];
(13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of Holdings or any Restricted Subsidiary that impose is a Subsidiary Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuers’ ability to make anticipated principal or interest payments on the Notes (as determined in good faith by Holdings), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03;
(14) an Investment otherwise permitted by this Indenture;
(15) any customary encumbrances or restrictions imposed pursuant to any agreement of the type described in clause the definition of “Permitted Business Investment”; or
(16) any encumbrances or restrictions of the type referred to in clauses (a), (b) or (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (15) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Holdings, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 7.4 4.05, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the property subject ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to Holdings or a Restricted Subsidiary to other Indebtedness Incurred by Holdings or any such lease, license, contract Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or agreement;
(11) any encumbrance or restriction advances. Table of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, that such restrictions apply only to such Receivables Subsidiary;Contents
Appears in 2 contracts
Sources: Exchange Agreement (Talos Energy Inc.), Exchange Agreement (SAILFISH ENERGY HOLDINGS Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Issuer shall not, and will shall not permit any of the Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any the Issuer or Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to:
(a) (i) pay dividends or make any other distributions to UK Holdco the Issuer or any of the Restricted Subsidiaries Subsidiary (1) on its Capital Stock Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco the Issuer or any of the Restricted SubsidiariesSubsidiary;
(b) make loans or advances to UK Holdco the Issuer or any of the Restricted SubsidiariesSubsidiary; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco the Issuer or any of the Restricted SubsidiariesSubsidiary; except in each case for such encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Issue Date, including pursuant to this Agreement, Hedging Obligations the Credit Agreement and the other documents relating to the TransactionsCredit Agreement Documents;
(2) this AgreementIndenture, the Loan DocumentsSecurities (and any Exchange Securities and guarantees thereof), the Senior Secured Notes, any additional notes permitted to be Incurred under Security Documents and the Senior Secured Notes Indenture and, in each case, any guarantees thereofIntercreditor Agreement;
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument of a Person acquired by UK Holdco the Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereofthereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, other than the Person, or the property or assets of the Person and its Subsidiaries, so acquired or the property or assets so assumedacquired;
(5) contracts or agreements for the sale of assets, including customary restrictions any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary;
(6) Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 4.03 and 7.7 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or venture agreements and other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into ordinary course of such transactionbusiness;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 above on the property so acquiredor assets which are subject to such agreement;
(10) customary provisions contained in leases, subleases, licenses, contracts Equity Interests or asset sale agreements and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type nature described in clause (c) of this Section 7.4 above on the property subject to such lease, license, contract or agreementso acquired;
(11) customary provisions restricting assignment of any agreement entered into in the ordinary course of business;
(12) restrictions contained in any agreements related to a Permitted Sale/Leaseback Transaction that impose restrictions of the nature described in clause (c) above on the property so disposed;
(13) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary;
(14) any restrictions imposed by any agreement relating to Indebtedness Incurred pursuant to Sections 4.03(xii) or 4.03(xiii) to the extent such restrictions are not more restrictive, taken as a whole, than the restrictions contained in this Indenture;
(15) 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 Issue Date under Section 4.03;
(16) customary restrictions and conditions contained in any agreement relating to the sale, transfer, lease or other disposition of any asset permitted by Section 4.06 pending the consummation of such sale, transfer, lease or other disposition;
(17) customary restrictions and conditions contained in the document relating to any Lien, so 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 clause (17);
(18) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or
(19) any 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 amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05, (1) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (2) the subordination of loans or advances made to the Issuer or a Restricted Subsidiary to other Indebtedness Incurred by the Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 2 contracts
Sources: Indenture (Aeroways, LLC), Indenture (Cke Restaurants Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Company shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
to (a) (ia)(i) pay dividends or make any other distributions to UK Holdco the Company or any of the its Restricted Subsidiaries (1A) on its Capital Stock Interests or (2B) with respect to any other interest or participation in, or measured by, its profits; profits or (ii) pay any Indebtedness indebtedness owed to UK Holdco the Company or any of the its Restricted Subsidiaries;
, (b) make loans or advances to UK Holdco the Company or any of the Restricted Subsidiaries; or
its Subsidiaries or (c) sell, lease or transfer any of its properties or assets to UK Holdco the Company or any of its Subsidiaries. However, the Restricted Subsidiaries; except in each case for such foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of:
reasons of (1i) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Date, including pursuant to this Agreement, Hedging Obligations Indenture and the other documents relating to the Transactions;
(2) this Agreement, the Loan Documents, the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereof;
(3ii) applicable law or any applicable rulelaw, regulation or order;
(4iii) any agreement instrument governing Indebtedness or other instrument Capital Interests of a Person acquired by UK Holdco the Company or any of its Restricted Subsidiary which was Subsidiaries as in existence effect at the time of such acquisition or at (except to the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed extent such Indebtedness was incurred in connection with the acquisition of assets from such Person (but not created or in contemplation thereofof such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired, PROVIDED that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (iv) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (v) purchase money obligations for property acquired or in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property or assets so assumed;
acquired, (5vi) contracts or agreements any agreement for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for that restricts distributions by that Restricted Subsidiary pending its sale, (vii) Permitted Refinancing Indebtedness, PROVIDED that the sale or disposition of all or substantially all restrictions contained in the Capital Stock or assets of agreements governing such Restricted Subsidiary;
Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced; (6viii) secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred incurred pursuant to Sections 7.2 and 7.7 the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets securing such Indebtedness;
; and (7ix) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, that such restrictions apply only to such Receivables Subsidiary;.
Appears in 2 contracts
Sources: Indenture (Restaurant Co), Indenture (Perkins Finance Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Company shall not, and will shall not permit any Restricted Subsidiary that is not a Borrower or a Guarantor to, directly or indirectly indirectly, create or otherwise cause or suffer to become effective exist any consensual encumbrance or consensual restriction on which prohibits or limits the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco the Company or any of the Restricted Subsidiaries Subsidiary (1) on its Capital Stock Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco or any of the Restricted Subsidiaries;or
(b) make loans or advances to UK Holdco the Company or any Restricted Subsidiary that is a direct or indirect parent of the such Restricted Subsidiaries; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco or any of the Restricted SubsidiariesSubsidiary; except in each case for such encumbrances or restrictions existing under or by reason of:
(1) (i) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Date, including Issue Date and (ii) contractual encumbrances or restrictions pursuant to this Agreement, Hedging Obligations the Credit Agreements and the other documents relating to the TransactionsCredit Agreement Documents and, in each case, similar contractual encumbrances effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments;
(2) this AgreementIndenture, the Loan Documents, Notes or the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereofGuarantees;
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument of a Person acquired by UK Holdco the Company or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereofthereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, other than the Person, or the property or assets of the Person and its Subsidiaries, so acquired or the property or assets so assumedacquired;
(5) contracts or agreements for the sale of assets, including customary restrictions any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary;
(6) Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 Section 4.03 and 7.7 Section 4.12 that limit limits the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or venture agreements and other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into ordinary course of such transactionbusiness;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquiredbusiness;
(10) customary provisions contained in leases, licenses, contracts licenses and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreementbusiness;
(11) any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including, without limitation, licenses of intellectual property) or other contracts;
(12) any encumbrance or restriction of a Receivables Securitization Subsidiary effected in connection with a Qualified Receivables Securitization Financing; provided, however, that such restrictions apply only to such Receivables Securitization Subsidiary;
(13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of the Company or any Restricted Subsidiary that is a Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Guarantor or a Foreign Subsidiary so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Company’s or any Guarantor’s ability to make anticipated principal or interest payments on the Notes (as determined in good faith by the Company), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03;
(14) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or
(15) any encumbrances or restrictions of the type referred to in Section 4.05(a) or (b) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock, and (ii) the subordination of loans or advances made to the Company or a Restricted Subsidiary to other Indebtedness Incurred by the Company or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 2 contracts
Sources: Indenture (XPO Logistics, Inc.), Indenture (XPO Logistics, Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will (a) The Issuer shall not, and will shall not permit any of the Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a1) (iA) pay dividends or make any other distributions to UK Holdco the Issuer or any of the Restricted Subsidiaries (1i) on its Capital Stock or (2ii) with respect to any other interest or participation in, or measured by, its profits; or (iiB) pay any Indebtedness owed to UK Holdco the Issuer or any of the Restricted Subsidiaries;
(b2) make loans or advances to UK Holdco the Issuer or any of the Restricted Subsidiaries; or
(c3) sell, lease or transfer any of its properties or assets to UK Holdco the Issuer or any of the Restricted Subsidiaries; except in each case for such .
(b) Section 4.08(a) shall not apply to encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Issue Date, including pursuant to this Agreement, Hedging Obligations the Credit Agreement and the other documents relating to Credit Agreement Documents, the TransactionsExisting Senior Notes Indentures, the Existing Senior Notes and the guarantees thereof;
(2) this AgreementIndenture, the Loan Documents, Notes and the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereofNote Guarantees;
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument of a Person acquired by UK Holdco the Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereofthereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the PersonPerson or its Subsidiaries, or the property or assets of the Person and or its Subsidiaries, so acquired or the property or assets so assumedacquired;
(5) contracts or agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted SubsidiarySubsidiary pending the closing of such sale or disposition;
(6) Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 4.09 and 7.7 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits (including escrowed funds) or net worth imposed by customers and franchisees under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or venture agreements and other similar agreements, asset sale agreements and stock sale agreements relating solely to such joint venture entered into in connection with the entering into ordinary course of such transactionbusiness;
(9) purchase money obligations and Financed Lease Obligations, in each case for property acquired and Capitalized Lease Obligations or leased in the ordinary course of business that impose restrictions of the nature described discussed in clause (c3) of this Section 7.4 4.08(a) above on the property so acquiredacquired or leased;
(10) customary provisions contained in leases, licenses, contracts licenses and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c3) of this Section 7.4 4.08(a) above on the property subject to such lease, license, contract or agreement;
(11) any encumbrance or restriction on a Special Purpose Securitization Subsidiary that, in the good faith judgment of a Receivables Subsidiary effected senior management or the Board of Directors of the Issuer, is reasonably required in connection with a Qualified Receivables Financingtherewith; provided, however, that such restrictions apply only to Special Purpose Securitization Subsidiaries;
(12) other Indebtedness or Disqualified Stock of the Issuer or any of its Restricted Subsidiaries or Preferred Stock of any Non-Guarantor Subsidiary that is Incurred subsequent to the Issue Date and permitted pursuant to Section 4.09; provided that such Receivables Subsidiary;encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuer’s ability to make anticipated principal or interest payments on the Notes (as determined in good faith by senior management or the Board of Directors of the Issuer); or
(13) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of Section 4.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (12) of this Section 4.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of senior management or the Board of Directors of the Issuer, no more restrictive with respect to such encumbrances and other restrictions taken as a whole than those contained in the encumbrances or other restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
(c) For purposes of determining compliance with this Section 4.08, (1) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (2) the subordination of loans or advances made to the Issuer or a Restricted Subsidiary to other Indebtedness Incurred by the Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 2 contracts
Sources: Indenture (Realogy Group LLC), Indenture (Realogy Group LLC)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Borrower shall not, and will shall not permit any Restricted Subsidiary that is not a Borrower or a Guarantor of its Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
to (a) (i) pay dividends or make any other distributions to UK Holdco the Borrower or any of the Restricted its Subsidiaries (1) on its Capital Stock Interests or (2) with respect to any other interest or participation in, or interest measured by, its profits; or , (iib) pay any Indebtedness indebtedness owed to UK Holdco the Borrower or any of the Restricted its Subsidiaries;
, (bc) make loans or advances to UK Holdco the Borrower or any of the Restricted Subsidiaries; or
its Subsidiaries or (cd) sell, lease or transfer any of its properties or assets to UK Holdco the Borrower or any of the Restricted its Subsidiaries; , except in each case for such encumbrances or restrictions existing under or by reason of:
of (1i) contractual encumbrances or restrictions in effect or entered into or existing on the Closing DateExisting Indebtedness, including pursuant to this Agreement, Hedging Obligations and the other documents relating to the Transactions;
(2ii) this Agreement, the Loan Documents1994 Indenture, the Subsidiary Note Guarantees and the Fixed Rate Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereof;
(3iii) applicable law or any applicable rulelaw, regulation or order;
(4iv) any agreement instrument governing Indebtedness or other instrument Capital Interests of a Person acquired by UK Holdco the Borrower or any Restricted Subsidiary which was of its Subsidiaries as in existence effect at the time of such acquisition or at Acquisition (except to the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed extent such Indebtedness was incurred in connection with the acquisition of assets from such Person (but not created or in contemplation thereofof such Acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or acquired, provided that the property or assets so assumed;
(5) contracts or agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets Consolidated Cash Flow of such Restricted Subsidiary;
Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition was permitted by the terms of this Agreement, (6v) Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 and 7.7 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts customary non-assignment provisions in leases entered into in the ordinary course of business;
business and consistent with past practices, (8) customary provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(9vi) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (cd) of this Section 7.4 above on the property so acquired;
, (10vii) customary provisions Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in leases, licenses, contracts and other similar the agreements entered into governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the ordinary course agreements governing the Indebtedness being refinanced or (viii) other Indebtedness permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease8.05 hereof, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, provided that such restrictions apply only to such Receivables Subsidiary;are no more restrictive than those contained in this Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Ferrellgas Partners Finance Corp), Credit Agreement (Ferrellgas Finance Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Issuer shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco the Issuer or any of the its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay make payments with respect to any Indebtedness owed to UK Holdco the Issuer or any of the its Restricted Subsidiaries;
(b) make loans or advances to UK Holdco the Issuer or any of the its Restricted Subsidiaries; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco the Issuer or any of the its Restricted Subsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of:
(1i) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Issue Date, including pursuant to this Agreement, Hedging Obligations the Credit Agreements and the other documents relating to the TransactionsCredit Agreements;
(2ii) this AgreementIndenture, the Loan Documents, the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees and Guarantees thereof;
(3iii) applicable law or any applicable rule, regulation or order;
(4iv) any agreement or other instrument of a Person acquired by UK Holdco the Issuer or any Restricted Subsidiary which that was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or the property or assets so assumedacquired;
(5v) customary encumbrances or restrictions contained in contracts or agreements for the sale of assetsassets applicable to such assets pending consummation of such sale, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary;
(6) Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 and 7.7 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) vii) customary provisions in (x) joint venture, venture agreements entered into in the ordinary course of business with respect to the Equity Interests subject to the joint venture and (y) operating or other similar agreements, asset sale agreements and agreements, stock sale agreements entered into in connection with the entering into of such transaction, which limitation is applicable only to the assets that are the subject of those agreements;
(9viii) purchase money obligations for property acquired and Capitalized Lease Obligations entered into in the ordinary course of business that or consistent with past practice to the extent such obligations impose restrictions of the nature described discussed in clause (c) of this Section 7.4 above on the property so acquired;
(10ix) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that consistent with past practice to the extent such obligations impose restrictions of the type described in clause (c) of this Section 7.4 above on the property subject to such lease, license, contract or agreement;
(11x) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary;
(xi) other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the Issuer that is Incurred subsequent to the Issue Date pursuant to Section 3.3; provided that such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuer’s ability to make anticipated principal or interest payment on the Notes (as determined by the Issuer in good faith);
(xii) any encumbrance or restriction contained in Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 3.3 and 3.5 to the extent limiting the right of the debtor to dispose of or transfer the assets securing such Indebtedness;
(xiii) any encumbrance or restriction arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, (x) detract from the value of the property or assets of the Issuer or any Restricted Subsidiary in any manner material to the Issuer or any Restricted Subsidiary or (y) materially affect the Issuer’s ability to make anticipated principal or interest payment on the Notes (as determined by the Issuer in good faith);
(xiv) existing under, by reason of or with respect to Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the agreements governing that Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and
(xv) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) above; provided that any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Issuer, no more restrictive as a whole with respect to such encumbrance or restriction than prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 3.6, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness Incurred by the Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 2 contracts
Sources: Indenture (CommScope Holding Company, Inc.), Indenture (CommScope Holding Company, Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Company shall not, and will shall not permit any Restricted Subsidiary that is not a Borrower or a Guarantor to, directly or indirectly indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
: (a) (i) pay dividends or make any other distributions to UK Holdco on or any in respect of the Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profitsEquity Interests; or (ii) pay any Indebtedness owed to UK Holdco or any of the Restricted Subsidiaries;
(b) make loans or advances or pay any Indebtedness or other obligation owed to UK Holdco the Company or any of the other Restricted SubsidiariesSubsidiary; or
or (c) sell, lease or transfer any of its properties or assets to UK Holdco the Company or any of the other Restricted SubsidiariesSubsidiary; except in each case for such for:
(i) encumbrances or restrictions existing under or by reason of:of applicable law;
(1ii) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Date, including pursuant to this Agreement, Hedging Obligations and the other documents relating to the Transactions;
(2) under this Agreement, the Loan Documents, Notes and the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereofNote Guarantees;
(3iii) applicable law customary non-assignment provisions of any contract or any applicable rule, regulation or orderlease entered into in the ordinary course of business;
(4iv) encumbrances or restrictions existing under agreements existing on the date of this Agreement (including, without limitation, the New Credit Agreement) as in effect on that date;
(v) restrictions on the transfer of assets subject to any Lien permitted under this Agreement imposed by the holder of such Lien;
(vi) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Agreement to any Person pending the closing of such sale;
(vii) any agreement or other instrument governing Acquired Indebtedness, the incurrence of a Person acquired by UK Holdco or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereof)permitted under this Agreement, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, Person or the property properties or assets of the Person and its Subsidiaries, so acquired or the property or assets so assumed;
(5) contracts or agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary;
(6) Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 and 7.7 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquired;
(10viii) any other agreement governing Indebtedness entered into after the Issue Date that contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Issue Date;
(ix) customary provisions contained in leasespartnership agreements, licenseslimited liability company organizational governance documents, contracts Joint Venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, Joint Venture or similar Person;
(including leases or licenses of intellectual propertyx) Non-Recourse Purchase Money Indebtedness incurred in compliance with Section 4.09 hereof that impose imposes restrictions of the type nature described in clause (c) of this Section 7.4 above on the property subject to such lease, license, contract or agreementassets acquired;
(11xi) Indebtedness arising from the guarantee of the Company or any Restricted Subsidiary of any Indebtedness of the Company, the incurrence of which was permitted under this Agreement; and
(xii) any encumbrance encumbrances or restriction restrictions imposed by any amendments or refinancings of a Receivables Subsidiary effected the contracts, instruments or obligations referred to in connection with a Qualified Receivables Financingclauses (i) through (x) above; provided, however, that such restrictions apply only amendments or refinancings are, in the good faith judgment of the Company's Board of Directors, no more materially restrictive with respect to such Receivables Subsidiary;encumbrances and restrictions than those prior to such amendment or refinancing.
Appears in 2 contracts
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco The Company will not, and will not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i1) pay dividends or make any other distributions on its Equity Interests to UK Holdco the Company or to any of the Company's Restricted Subsidiaries (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits; , or (ii) pay any Indebtedness indebtedness owed to UK Holdco the Company or any of the other Restricted Subsidiaries;
(b2) make loans or advances to UK Holdco or make other investments in the Company or any of the its Restricted Subsidiaries; or
(c3) sell, lease or transfer any of its properties or assets to UK Holdco the Company or to any of the other Restricted Subsidiaries; except Subsidiaries (other than rights of first refusal granted in each case for such the ordinary course of business). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Date, including pursuant to this Agreement, Hedging Obligations and the other documents relating to the Transactionsany Credit Facility;
(2) this Agreement, the Loan Documents, the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereof;
(3) applicable law Instrument governing Indebtedness or any applicable rule, regulation or order;
(4) any agreement or other instrument Equity Interests of a Person acquired by UK Holdco the Company or any of its Restricted Subsidiary which was Subsidiaries as in existence effect at the time of such acquisition or at (except to the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed extent such Indebtedness was Incurred in connection with the acquisition of assets from such Person (but not created or in contemplation thereofof such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the such Person, or the property or assets of the Person and its Subsidiariessuch Person, so acquired or acquired, provided that, in the property or assets so assumedcase of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred;
(53) contracts or agreements for customary non-assignment provisions in licenses, easements and leases (and in contracts, such provisions relating to the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets non-assignability of such Restricted Subsidiary;
(6contracts) Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 and 7.7 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessbusiness and consistent with past practices;
(8) customary provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(94) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (c3) of this Section 7.4 on the property so acquiredpreceding paragraph;
(105) customary provisions any agreement for the sale or other disposition of a Restricted Subsidiary that contains any one or more of the restrictions described in clauses (1) through (3) of the preceding paragraph by such Restricted Subsidiary pending its sale or other disposition, provided that such sale or disposition is consummated, or such restrictions are canceled or terminated or lapse, within 90 days;
(6) Permitted Refinancing Indebtedness, provided that the restrictions contained in leasesthe agreements governing such Permitted Refinancing Indebtedness are no more restrictive, licensestaken as a whole, contracts and other similar agreements entered into than those contained in the ordinary course of business agreement governing the Indebtedness being refinanced;
(including leases or licenses of intellectual property7) Liens securing Indebtedness otherwise permitted to be Incurred pursuant to Section 5.15 hereof that impose restrictions limit the right of the type described in clause (c) Company or any of this Section 7.4 on its Restricted Subsidiaries to dispose of the property assets subject to such lease, license, contract or agreementLien;
(11) 8) any agreement or instrument relating to any property or assets acquired after the Issue Date, so long as such encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, that such restrictions apply relates only to the property or assets so acquired and is not and was not created in anticipation of such Receivables acquisitions; or
(9) any agreement or instrument relating to any Acquired Debt of any Restricted Subsidiary at the date on which such Restricted Subsidiary was acquired by the Company or any of its Restricted Subsidiaries (other than Indebtedness Incurred in anticipation of such acquisitions and provided such encumbrances or restrictions extend only to property of such acquired Restricted Subsidiary;).
Appears in 2 contracts
Sources: Indenture (Eott Energy Finance Corp), Indenture (Eott Energy Finance Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Company shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
to do any of the following: (a) (ia)(i) pay dividends or make any other distributions to UK Holdco the Company or any of the its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco the Company or any of its Restricted Subsidiaries (it being understood that the Restricted Subsidiaries;
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 pay dividends or make any other distributions on Capital Stock); (b) make loans or advances to UK Holdco the Company or any of the its Restricted Subsidiaries; or
Subsidiaries or (c) sell, lease or transfer any of its properties or assets to UK Holdco the Company or any of the its Restricted Subsidiaries; , except in each case for such encumbrances or restrictions existing under or by reason of:
of (1) contractual encumbrances the Credit Facility or restrictions Existing Indebtedness, each as in effect or entered into or existing on the Closing Issue Date, including pursuant to this Agreement, Hedging Obligations and the other documents relating to the Transactions;
(2) this AgreementIndenture, the Loan DocumentsNotes and the Subsidiary Guarantees, the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereof;
(3) applicable law or any applicable rulelaw, regulation or order;
(4) any agreement instrument governing Indebtedness or other instrument Capital Stock of a Person acquired by UK Holdco the Company or any of its Restricted Subsidiary which was Subsidiaries as in existence effect at the time of such acquisition or at (except to the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed extent such Indebtedness was incurred in connection with the acquisition of assets from such Person (but not created or in contemplation thereofof such acquisition), which encumbrance or restriction is not applicable to any Person, Person or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or acquired, provided that, in the property or assets so assumed;
case of Indebtedness, such Indebtedness was permitted by the terms of the Indenture to be incurred, (5) contracts or agreements for the sale by reason of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary;
(6) Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 and 7.7 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts non-assignment provisions in leases entered into in the ordinary course of business;
business and consistent with past practices, (8) 6) by reason of customary provisions in joint venturerestricting the transfer of copyrighted or patented materials consistent with industry practice, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(97) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 above on the property so acquired;
, (8) customary provisions in any agreement creating any Hedging Obligations permitted under this Indenture, (9) Permitted Refinancing Indebtedness with respect to any Indebtedness referred to in clauses (1), (2) and (4) above, provided that the restrictions referred to in this Section 4.08 that are 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 or (10) customary provisions contained with respect to the disposition or distribution of assets in leasesjoint venture agreements, licensesasset sale agreements, contracts stock sale agreements and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, that such restrictions apply only to such Receivables Subsidiary;agreements.
Appears in 2 contracts
Sources: Indenture (Hornbeck Offshore Services Inc /La), Indenture (Hornbeck Offshore Services Inc /La)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Company shall not, and will shall not permit any Restricted Subsidiary that is not a Borrower or a Guarantor of its Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted such Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco the Company or any of the Restricted Subsidiaries (1) Guarantors on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco the Company or any of the Restricted Subsidiariesits Guarantors;
(b) make loans or advances to UK Holdco the Company or any of the Restricted SubsidiariesGuarantor; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco the Company or any of the Restricted Subsidiaries; except Guarantor, except, in each case case, for such encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Issue Date, including pursuant to this Agreement, Hedging Obligations and the other documents relating to the Transactions;
(2) this AgreementIndenture, the Loan Documents, Notes and the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereofrelated 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 orderorder or the terms of any license, authorization, concession or permit provided by any Governmental Authority;
(45) any agreement or other instrument of a Person acquired (or assumed in connection with the acquisition of property) by UK Holdco the Company or any Restricted Subsidiary which was of its Subsidiaries in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the PersonPerson so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries, so acquired or the property or assets so assumed;
(56) contracts or agreements for the sale of assets, including customary any restrictions with respect to a Restricted Subsidiary imposed of the Company pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary;
(67) Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred incurred pursuant to Sections 7.2 4.03 and 7.7 4.12 that limit the right of the debtor apply solely to dispose of the assets securing such Indebtedness and/or the Subsidiaries of the Company incurring or guaranteeing such Indebtedness;
(7) 8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the Company’s ordinary course of business;
(8) customary provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course other Indebtedness, Disqualified Stock or Preferred Stock of business that impose restrictions non-Guarantor Subsidiaries of the nature described in clause (c) Company permitted to be incurred or issued subsequent to the Issue Date pursuant to the provisions of this Section 7.4 on the property so acquired4.03;
(10) customary provisions contained in leasesany partnership agreement, licenseslimited liability company organizational governance document, contracts joint venture agreement and other similar agreements agreement entered into in the Company’s ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreementbusiness;
(11) customary provisions contained in leases, subleases, licenses or sublicenses, Equity Interests or asset sale agreements and other similar agreements, including with respect to intellectual property, in each case, entered into in the Company’s ordinary course of business;
(12) customary provisions restricting assignment of any agreement entered into in the Company’s ordinary course of business;
(13) other Indebtedness, Disqualified Stock or Preferred Stock of any Subsidiary of the Company that is incurred subsequent to the Issue Date, provided that such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be incurred subsequent to the Issue 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 this Indenture 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 Notes or a Receivables Guarantee when due;
(14) 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;
(15) customary restrictions and conditions contained in the document relating to any Lien so 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 clause (15);
(16) customary net worth or similar provisions contained in real property leases entered into by the Company or any Subsidiary effected in connection with a Qualified Receivables Financing; provided, the Company’s ordinary course of business 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
(17) any encumbrances or restrictions apply only 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 (16) above; provided that such 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 Receivables Subsidiary;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 on the ability to make distributions on Capital Stock and (2) the subordination of loans or advances made to the Company or a Subsidiary of the Company to other Indebtedness incurred by the Company or any such Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 2 contracts
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Borrower shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco the Borrower or any of the its Restricted Subsidiaries (1) on its Capital Stock Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco the Borrower or any of the its Restricted Subsidiaries;
(b) make loans or advances to UK Holdco the Borrower or any of the its Restricted Subsidiaries; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco the Borrower or any of the its Restricted Subsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Date, including pursuant to this Agreement, Hedging Obligations the Credit Agreements and the other documents relating to Senior Credit Documents, the TransactionsExisting Holdings Notes and the Lockheed Note;
(2) the Backstop Credit Facilities, this Agreement, Agreement and the Loan Documents, the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture Loans (and, in each case, any guarantees thereof);
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument of a Person acquired by UK Holdco the Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or the property or assets so assumedacquired;
(5) contracts or agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed 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 Restricted Subsidiary;
(6) Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 10.1 and 7.7 10.8 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or venture agreements and other similar agreements, asset sale agreements and stock sale (including customary provisions in agreements in connection with the entering into of such transactionrelating to any Joint Venture);
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described discussed in clause (c) of this Section 7.4 above on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 above on the property subject to such lease, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables FinancingFinancing that, in the good faith judgment of the Borrower, are necessary or advisable in connection therewith; provided, however, that such restrictions apply only to such Receivables Subsidiary;
(12) other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the Borrower that is Incurred subsequent to the Closing Date and permitted pursuant to Section 10.1; provided that such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Borrower’s ability to make anticipated principal or interest payments on the Loans (as determined by the Borrower in good faith);
(13) any Restricted Investment not prohibited by Section 10.2 and any Permitted Investment; and
(14) any encumbrances or restrictions of the type referred to in clauses (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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive as a whole with respect to such encumbrances and restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this covenant, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on ordinary shares shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Borrower or a Restricted Subsidiary of the Borrower to other Indebtedness Incurred by the Borrower or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 2 contracts
Sources: Senior Unsecured Credit Agreement (Intelsat LTD), Senior Unsecured Credit Agreement (Intelsat LTD)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will (a) The Company may not, and will may not permit any Restricted Subsidiary that is not a Borrower or a Guarantor toSubsidiary, directly or indirectly indirectly, to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco the Company or any of the its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; or ;
(ii) pay any Indebtedness indebtedness owed to UK Holdco the Company or any of the Restricted SubsidiariesSubsidiary;
(biii) make loans or advances to UK Holdco the Company or any of the Restricted SubsidiariesSubsidiary; or
(civ) sell, lease or transfer any of its properties or assets to UK Holdco the Company or any of Restricted Subsidiary.
(b) Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiaries; except in each case for Subsidiary to, suffer to exist any such encumbrances encumbrance or restrictions existing under or by reason ofrestriction:
(1i) contractual encumbrances or restrictions pursuant to any agreement in effect or entered into or existing on the Closing Issue Date, including pursuant to this Agreement, Hedging Obligations and the other documents relating to the Transactions;
(2ii) this Agreement, the Loan Documents, the Senior Secured Notes, pursuant to an agreement relating to any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereof;
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument of a Person acquired by UK Holdco or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereof)Acquired Debt, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the PersonPerson so acquired and its Subsidiaries;
(iii) pursuant to an agreement effecting a Refinancing of Debt Incurred pursuant to an agreement referred to in clause (i) or (ii) above or clause (iv) below, PROVIDED, HOWEVER, that the provisions contained in such Refinancing agreement relating to such encumbrance or restriction are no more restrictive taken as a whole (as determined in good faith by the Chief Financial Officer of the Company) than the provisions contained in the predecessor agreement the subject thereof;
(iv) in the case of clause (iii) of Section 4.6(a), consisting of restrictions contained in any security agreement (including a Capital Lease Obligation) securing Debt of the Company or a Restricted Subsidiary otherwise permitted under this Indenture, but only to the extent such encumbrances or restrictions restrict the transfer of the property subject to such security agreement;
(v) in the case of clause (iv) of Section 4.6(a), consisting of customary nonassignment provisions entered into in the ordinary course of business in leases governing leasehold interests, but only to the extent such provisions restrict the transfer of the lease or the property or assets of the Person and its Subsidiaries, so acquired or the property or assets so assumedthereunder;
(5vi) contracts or agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary Subsidiary, imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; PROVIDED, HOWEVER, that after giving effect to such transaction no Default shall have occurred or be continuing, that such restriction terminates if such transaction is not consummated and that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into;
(6vii) Indebtedness secured by a Lien that is otherwise permitted to be Incurred imposed pursuant to Sections 7.2 and 7.7 that limit the right of the debtor to dispose of the assets securing such Indebtednessapplicable law or regulations;
(7viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in pursuant to the ordinary course of businessRevolving Credit Agreement;
(8) customary provisions in joint venture, operating or other similar agreements, asset sale agreements ix) imposed pursuant to the Senior Secured Note Purchase Agreement and stock sale agreements in connection with the entering into of such transactionSenior Secured Notes;
(9x) purchase money obligations for property acquired imposed pursuant to this Indenture and Capitalized Lease Obligations in the ordinary course Notes; or
(xi) consisting of business that impose restrictions of the nature described in clause (c) of this Section 7.4 any restriction on the sale or other disposition of assets or property so acquired;
(10) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreement;
(11) any encumbrance or restriction securing Debt as a result of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, that Permitted Lien on such restrictions apply only to such Receivables Subsidiary;assets or property.
Appears in 2 contracts
Sources: Indenture (Planet Hollywood International Inc), Indenture (Planet Hollywood International Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Company shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
: (a) (ia)(i) pay dividends or make any other distributions to UK Holdco the Company or any of the its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; , or (ii) pay any Indebtedness owed to UK Holdco the Company or any of the its Restricted Subsidiaries;
; (b) make loans or advances to UK Holdco the Company or any of the its Restricted Subsidiaries; or
or (c) sell, lease or transfer any of its properties or assets to UK Holdco the Company or any of the its Restricted Subsidiaries; except (in each case case) for such encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Issuance Date, including pursuant to this Agreement, Hedging Obligations the Senior Credit Facility and the other documents relating to the Transactionsits related documentation;
(2) this Agreement, Indenture and the Loan Documents, the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereof;
(3) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (c) above on the property so acquired;
(4) applicable law or any applicable rule, regulation or order;
(45) any agreement or other instrument of a Person acquired by UK Holdco the Company or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or the property or assets so assumedacquired;
(56) contracts or agreements for the sale of assets, including including, without limitation customary restrictions with respect to a Restricted Subsidiary imposed 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 Restricted Subsidiary;
(67) secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred incurred pursuant to Sections 7.2 1010 and 7.7 1011 hereof that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) 8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in other Indebtedness of Restricted Subsidiaries permitted to be incurred subsequent to the ordinary course Issuance Date pursuant to the provisions of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquired1010 hereof;
(10) customary provisions contained in leases, licenses, contracts joint venture agreements and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreementbusiness;
(11) any encumbrance or restriction customary provisions contained in leases and other agreements entered into in the ordinary course of a Receivables Subsidiary effected business;
(12) restrictions created in connection with a Qualified any Receivables FinancingFacility that, in the good faith determination of the Board of Directors of the Company, are necessary or advisable to effect such Receivables Facility; providedor
(13) any encumbrances or restrictions of the type referred to in clauses (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 (11) above, provided that such restrictions apply only amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company's Board of Directors, no more restrictive with respect to such Receivables Subsidiary;dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Sources: Indenture (NXS I LLC), Indenture (Amphenol Corp /De/)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Company shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco the Company or any of the its Restricted Subsidiaries (1A) on its Capital Stock Stock; or (2B) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco the Company or any of the its Restricted Subsidiaries;
(b) make loans or advances to UK Holdco the Company or any of the its Restricted Subsidiaries; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco the Company or any of the its Restricted Subsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Acquisition Date, including pursuant to this Agreement, Hedging Obligations the Credit Agreement and the other documents relating to the TransactionsSenior Credit Documents;
(2) this AgreementIndenture, the Loan DocumentsSecurities, the Euro Securities, the Senior Secured Notes, any additional notes permitted Notes and the indentures relating to be Incurred under the Euro Securities and the Senior Secured Notes Indenture and, in each case, any guarantees thereofNotes;
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument relating to Indebtedness of a Person acquired by UK Holdco the Company or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereofthereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or the property or assets so assumedacquired;
(5) contracts or agreements for the sale of assets, including customary restrictions any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted SubsidiarySubsidiary pending the closing of such sale or disposition;
(6) Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 4.03 and 7.7 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or venture agreements and other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into ordinary course of such transactionbusiness;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described discussed in clause (c) of this Section 7.4 above on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts leases and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreementabove;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary;
(12) other Indebtedness of Restricted Subsidiaries (I) that are Guarantors that is Incurred subsequent to the Acquisition Date pursuant to Section 4.03 or (II) that is Incurred subsequent to the Acquisition Date pursuant to clauses (iv), (xii) or (xx) of Section 4.03(b) by Foreign Subsidiaries; or
(13) any encumbrances or restrictions of the type referred to in clauses (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 (12) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Sources: Indenture (TRW Automotive Inc), Indenture (TRW Automotive Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Company shall not, and will shall not permit any of the Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco the Company or any of the Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco the Company or any of the Restricted Subsidiaries;
(b) make loans or advances to UK Holdco the Company or any of the Restricted Subsidiaries; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco the Company or any of the Restricted Subsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Issue Date, including pursuant to this Agreement, Hedging Obligations the Credit Agreement and the other documents Credit Agreement Documents and the Existing Notes and the guarantees thereof and the indentures relating to the Transactionsthereto;
(2) this Agreement, Indenture and the Loan Documents, the Senior Secured Notes, Notes (and any additional notes permitted to be Incurred under the Senior Secured Exchange Notes Indenture and, in each case, any and guarantees thereof);
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument of a Person acquired by UK Holdco the Company or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereofthereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the PersonPerson or its Subsidiaries, or the property or assets of the Person and or its Subsidiaries, so acquired or the property or assets so assumedacquired;
(5) contracts or agreements for the sale of assets, including customary restrictions any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted SubsidiarySubsidiary pending the closing of such sale or disposition;
(6) Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 4.03 and 7.7 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or venture agreements and other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into ordinary course of such transactionbusiness;
(9) purchase money obligations and Capitalized Lease Obligations, in each case for property acquired and Capitalized Lease Obligations or leased in the ordinary course of business that impose restrictions of the nature described discussed in clause (c) of this Section 7.4 above on the property so acquiredacquired or leased;
(10) customary provisions contained in leases, licenses, contracts licenses and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described nature discussed in clause (c) of this Section 7.4 above on the property subject to such lease, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary;
(12) other Indebtedness, Disqualified Stock or Preferred Stock (i) of the Company or any Restricted Subsidiary of the Company (x) that is Incurred subsequent to the Issue Date pursuant to Section 4.03 and (y) in the case of a Restricted Subsidiary that is not a Note Guarantor, an Officer reasonably determines in good faith that any such encumbrance or restriction will not materially adversely affect the Company’s ability to make anticipated principal or interest payments on the Notes, or (ii) that is Incurred by a Foreign Subsidiary of the Company subsequent to the Issue Date pursuant to Section 4.03;
(13) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or
(14) any encumbrances or restrictions of the type referred to in clauses (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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Company or a Restricted Subsidiary to other Indebtedness Incurred by the Company or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 2 contracts
Sources: Indenture (Momentive Performance Materials Inc.), Indenture (Momentive Performance Materials Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco The Company will not, and will not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
to (a) (ia)(i) pay dividends or make any other distributions to UK Holdco the Company or any of the its Restricted Subsidiaries (1A) on its Capital Stock or (2B) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco the Company or any of the its Restricted Subsidiaries;
; (b) make loans or advances to UK Holdco the Company or any of the its Restricted Subsidiaries; or
or (c) sell, lease or transfer any of its properties or assets to UK Holdco the Company or any of the its Restricted Subsidiaries; except in each case for such . However, the foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of:
of (1a) contractual encumbrances or restrictions Existing Indebtedness as in effect or entered into or existing on the Closing Datedate of this Indenture; (b) the New Credit Facility as in effect as of the date of this Indenture, including pursuant to and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; (c) this Agreement, Hedging Obligations Indenture and the other documents relating to the Transactions;
Notes; (2) this Agreement, the Loan Documents, the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereof;
(3d) applicable law or and any applicable rule, regulation or order;
; (4e) any agreement or other instrument of a Person acquired by UK Holdco the Company or any of its Restricted Subsidiary which was Subsidiaries as in existence effect at the time of such that acquisition or at (except to the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not extent created in contemplation thereofof such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired, provided that, in the case of Indebtedness, that Indebtedness was permitted by the terms of this Indenture to be incurred; (f) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (g) purchase money obligations for property acquired or in the ordinary course of business that impose restrictions of the nature described in clause (e) above on the property or assets so assumed;
acquired; (5h) contracts or agreements for the sale of assets, including including, without limitation, customary restrictions with respect to a Restricted Subsidiary imposed 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 Restricted that Subsidiary;
; (6i) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing that Permitted Refinancing Indebtedness are, in the good faith judgment of the Company'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 by a Lien that is Indebtedness otherwise permitted to be Incurred incurred pursuant to Sections 7.2 4.09 and 7.7 4.12 hereof that limit the right of the debtor to dispose of the assets securing such that Indebtedness;
; (7k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
; (8) l) other Indebtedness or Disqualified Stock of Restricted Subsidiaries permitted to be incurred subsequent to the Issuance Date pursuant to the provisions of Section 4.09 hereof; (m) customary provisions in joint venture, operating or other similar agreements, asset sale venture agreements and stock sale agreements in connection with the entering into of such transaction;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business business; and (including leases or licenses of intellectual propertyn) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected created in connection with a Qualified any Receivables Financing; providedFacility that, in the good faith determination of the board of directors of the Company, are necessary or advisable to effect that such restrictions apply only to such Receivables Subsidiary;Facility.
Appears in 2 contracts
Sources: Indenture (Charles River Laboratories Holdings Inc), Indenture (Charles River Laboratories Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will Lessee shall not, and will shall not permit any Restricted Subsidiary that is not a Borrower or a Guarantor of its Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
to (a) (i) pay dividends or make any other distributions to UK Holdco Lessee or any of the Restricted its Subsidiaries (1) on its Capital Stock Interests or (2) with respect to any other interest or participation in, or interest measured by, its profits; or , (iib) pay any Indebtedness indebtedness owed to UK Holdco Lessee or any of the Restricted its Subsidiaries;
, (bc) make loans or advances to UK Holdco Lessee or any of the Restricted Subsidiaries; or
its Subsidiaries or (cd) sell, lease or transfer any of its properties or assets to UK Holdco Lessee or any of the Restricted its Subsidiaries; , except in each case for such encumbrances or restrictions existing under or by reason of:
of (1i) contractual encumbrances or restrictions in effect or entered into or existing on Existing Indebtedness, (ii) the Closing DateOperative Documents, including pursuant to this Agreement, Hedging Obligations and the other documents relating to the Transactions;
(2) this Credit Agreement, the Loan Documents, 1998 Note Purchase Agreement and the 1998 Fixed Rate Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereof;
(3iii) applicable law or any applicable rulelaw, regulation or order;
(4iv) any agreement instrument governing Indebtedness or other instrument Capital Interests of a Person acquired by UK Holdco Lessee or any Restricted Subsidiary which was of its Subsidiaries as in existence effect at the time of such acquisition or at Acquisition (except to the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed extent such Indebtedness was incurred in connection with the acquisition of assets from such Person (but not created or in contemplation thereofof such Acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or acquired, provided that the property or assets so assumed;
(5) contracts or agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets Consolidated Cash Flow of such Restricted Subsidiary;
Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition was permitted by the terms of this Agreement, (6v) Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 and 7.7 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts customary non-assignment provisions in leases entered into in the ordinary course of business;
business and consistent with past practices, (8) customary provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(9vi) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (cd) of this Section 7.4 above on the property so acquired;
, (10vii) customary provisions Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in leases, licenses, contracts and other similar the agreements entered into governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the ordinary course agreements governing the Indebtedness being refinanced or (viii) other Indebtedness permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease5.21 hereof, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, provided that such restrictions apply only to such Receivables Subsidiary;are no more restrictive than those contained in this Agreement.
Appears in 2 contracts
Sources: Participation Agreement (Ferrellgas Partners Finance Corp), Participation Agreement (Ferrellgas Partners Finance Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will Holdings shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco Holdings or any of the its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco Holdings or any of the its Restricted Subsidiaries;
(b) make loans or advances to UK Holdco Holdings or any of the its Restricted Subsidiaries; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco Holdings or any of the its Restricted Subsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Issue Date, including pursuant to this Agreement, Hedging Obligations the Credit Agreement and the other documents relating to the Transactions;
(2) this AgreementIndenture, the Loan Documents, the Senior Secured Notes, Securities and any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any Exchange Securities and guarantees thereof;
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument of a Person acquired by UK Holdco Holdings or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or the property or assets so assumedacquired;
(5) contracts or agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary;
(6) Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 and 7.7 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) 7) customary provisions in joint ventureventure agreements, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transactiontransaction in the ordinary course of business;
(9) 8) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described discussed in clause (c) of this Section 7.4 above on the property so acquired;
(109) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 above on the property subject to such lease, license, contract or agreement;
(1110) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary;
(11) other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of Holdings that is Incurred subsequent to the Issue Date pursuant to Section 4.03; provided that such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuers’ ability to make anticipated principal or interest payment on the Securities (as determined by the Issuers in good faith);
(12) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment;
(13) 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 Issuers or any Restricted Subsidiary thereof in any manner material to the Issuers or any Restricted Subsidiary thereof;
(14) existing under, by reason of or with respect to Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the agreements governing that Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(15) contractual encumbrances or restrictions under the COLI Loans;
(16) restrictions contained in the Loan Notes Instrument; and
(17) any encumbrances or restrictions of the type referred to in clauses (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 (16) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, no more restrictive as a whole with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to Holdings or a Restricted Subsidiary of Holdings to other Indebtedness Incurred by Holdings or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 2 contracts
Sources: Indenture (Gates Global Inc.), Indenture (Gates Engineering & Services FZCO)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will Nalco Finance LLC shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco Nalco Finance LLC or any of the its Restricted Subsidiaries (1) on its Capital Stock Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco Nalco Finance LLC or any of the its Restricted Subsidiaries;
(b) make loans or advances to UK Holdco Nalco Finance LLC or any of the its Restricted Subsidiaries; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco Nalco Finance LLC or any of the its Restricted Subsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Issue Date, including pursuant to this the Credit Agreement, Hedging Obligations the other Senior Credit Documents and the other documents relating to the TransactionsExisting Notes;
(2) this Agreement, Indenture and the Loan Documents, the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereofSecurities;
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument relating to Indebtedness of a Person acquired by UK Holdco Nalco Finance LLC or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereofthereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or the property or assets so assumedacquired;
(5) contracts or agreements for the sale of assets, including customary restrictions any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted SubsidiarySubsidiary pending the closing of such sale or disposition;
(6) Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 4.03 and 7.7 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or venture agreements and other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into ordinary course of such transactionbusiness;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described discussed in clause (c) of this Section 7.4 above on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts leases and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 above on the property subject to such lease, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary;
(12) other Indebtedness of any Restricted Subsidiary (i) that Incurred subsequent to the Issue Date pursuant to Section 4.03 and either (A) the provisions relating to such encumbrance or restriction contained in such Indebtedness are no less favorable to Nalco Finance LLC, taken as a whole, as determined by the Board of Directors of Nalco Finance LLC in good faith, than the provisions contained in the Credit Agreement or in the indentures governing the Existing Notes, in each case, as in effect on the Issue Date or (B) any such encumbrance or restriction contained in such Indebtedness does not prohibit (except upon a default or event of default thereunder) the payment of dividends in an amount sufficient, as determined by the Board of Directors of Nalco Finance LLC in good faith, to make scheduled payments of cash interest of the Securities when due; or (ii) that is Incurred by a Foreign Subsidiary of Nalco Finance LLC subsequent to the Issue Date pursuant to clauses (iv), (xii) or (xx) of Section 4.03(b); or
(13) any encumbrances or restrictions of the type referred to in clauses (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 (12) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Nalco Finance LLC, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Sources: Indenture (Nalco Energy Services Equatorial Guinea LLC), Indenture (Nalco Finance Holdings Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Company shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions on its Capital Stock to UK Holdco the Company or any of the Company's Restricted Subsidiaries (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits; , or (ii) pay any Indebtedness indebtedness owed to UK Holdco the Company or any of the Company's Restricted Subsidiaries;
(bii) make loans or advances to UK Holdco the Company or any of the Company's Restricted Subsidiaries; or
(ciii) sell, lease or transfer any of its properties or assets to UK Holdco the Company or any of the Company's Restricted Subsidiaries; except in each case for such . However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:
(1i) contractual encumbrances or restrictions Existing Indebtedness as in effect or entered into or existing on the Closing Date, including pursuant to date of this Agreement, Hedging Obligations and the other documents relating to the TransactionsIndenture;
(2ii) this AgreementIndenture, the Loan Documents, Notes and the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereofSubsidiary Guarantees;
(3iii) applicable law or any applicable rule, regulation or orderthe Senior Credit Facilities;
(4iv) applicable law;
(v) any agreement instrument governing Indebtedness or other instrument Capital Stock of a Person acquired by UK Holdco the Company or any of its Restricted Subsidiary which was Subsidiaries as in existence effect at the time of such acquisition or at (except to the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed extent such Indebtedness was incurred in connection with the acquisition of assets from such Person (but not created or in contemplation thereofof such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or acquired, provided that, in the property or assets so assumedcase of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(5vi) contracts non-assignment provisions in leases, licenses or similar agreements entered into in the ordinary course of business and consistent with past practices;
(vii) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (iii) of the preceding paragraph;
(viii) asset sale of assetsagreements and stock sale agreements, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an any agreement entered into for the sale or other disposition of all or substantially all the Capital Stock or assets of a Restricted Subsidiary that restricts distributions by such Restricted SubsidiarySubsidiary pending its sale or other disposition;
(6ix) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness secured are not materially more restrictive, in the good faith judgment of the Board of Directors of the Company, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(x) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by a Lien that is the holder of such Lien;
(xi) Liens securing Indebtedness otherwise permitted to be Incurred incurred pursuant to Sections 7.2 and 7.7 the provisions of Section 4.12 hereof that limit the right of the debtor Company or any of its Restricted Subsidiaries to dispose of the assets securing subject to such IndebtednessLien;
(7xii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business;
(xiii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating xiv) any agreement or other similar agreements, asset sale agreements and instrument governing Indebtedness or preferred stock sale agreements in connection with (whether or not outstanding) of Foreign Subsidiaries of the entering into of such transactionCompany that was permitted by this Indenture to be incurred;
(9xv) purchase money obligations for property acquired and Capitalized Lease Obligations Indebtedness incurred after the date hereof in accordance with the terms of this Indenture; provided that the restrictions contained in the ordinary course of business that impose restrictions agreements governing such new Indebtedness are, in the good faith judgment of the nature described Board of Directors of the Company, not materially less favorable, taken as a whole, to the Holders of the Notes than those contained in clause (c) of this Section 7.4 the agreements governing Indebtedness on the property so acquireddate hereof;
(10) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreement;
(11xvi) any encumbrance agreement or restriction of instrument placing contractual restrictions applicable only to a Receivables Subsidiary Securitization Entity effected in connection with with, or Liens on receivables or related assets which are the subject of, a Qualified Receivables FinancingPermitted Securitization Transaction; providedand
(xvii) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xvi) above; provided that such restrictions apply only amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, not materially more restrictive with respect to such Receivables Subsidiary;dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Sources: Indenture (Dominos Inc), Indenture (Dominos Pizza Government Services Division Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will RYAM and the Company shall not, and will shall not permit any Restricted Material Subsidiary that is not a Borrower or a Guarantor to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of the Company or any Restricted Material Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco RYAM, the Company or any of the Restricted Subsidiaries Subsidiary (1) on its Capital Stock Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco or any of the Restricted Subsidiaries;or
(b) make loans or advances to UK Holdco RYAM, the Company or any Restricted Subsidiary that is a direct or indirect parent of the Restricted Subsidiaries; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco or any of the Restricted Subsidiariessuch Material Subsidiary; except in each case for such encumbrances or restrictions existing under or by reason of:
(1) (i) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Date, including Issue Date and (ii) contractual encumbrances or restrictions pursuant to this Agreement, Hedging Obligations the Credit Agreement and the other documents relating to the Transactions;
(2) this Agreement, the Loan Documents, the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture Credit Agreement Documents and, in each case, any guarantees thereofsimilar contractual encumbrances effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments;
(2) this Indenture, the Notes or the Guarantees;
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument of a Person acquired by UK Holdco RYAM, the Company or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereofthereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, other than the Person, or the property or assets of the Person and its Subsidiaries, so acquired or the property or assets so assumedacquired;
(5) contracts or agreements for the sale of assets, including customary restrictions any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary;
(6) Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 Section 4.03 and 7.7 Section 4.12 that limit limits the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or venture agreements and other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into ordinary course of such transactionbusiness;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquiredbusiness;
(10) customary provisions contained in leases, licenses, contracts licenses and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreementbusiness;
(11) any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including without limitations, licenses of intellectual property) or other contracts;
(12) any encumbrance or restriction of a Receivables Securitization Subsidiary effected in connection with a Qualified Receivables Securitization Financing; provided, however, that such restrictions apply only to such Receivables Securitization Subsidiary;
(13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of RYAM, the Company or any Restricted Subsidiary that is a Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Guarantor or a Foreign Subsidiary so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Company’s ability to make anticipated principal or interest payments on the Notes (as determined in good faith by the Company), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03;
(14) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or
(15) any encumbrances or restrictions of the type referred to in Section 4.05(a) or (b) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock, (ii) the subordination of loans or advances made to RYAM, the Company or a Restricted Subsidiary to other Indebtedness Incurred by RYAM, the Company or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances and (iii) the Pre-Spin Transactions shall not be deemed to be an encumbrance or restriction of the type referred to in clauses (a) or (b) above.
Appears in 2 contracts
Sources: Indenture (Rayonier Advanced Materials Inc.), Indenture (Rayonier Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will Lessee shall not, and will shall not permit any of the Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
to (a) (i) pay dividends or make any other distributions to UK Holdco Lessee or any of the Restricted Subsidiaries (1) on its Capital Stock Interests or (2) with respect to any other interest or participation in, or interest measured by, its profits; or , (iib) pay any Indebtedness indebtedness owed to UK Holdco Lessee or any of the Restricted Subsidiaries;
, (bc) make loans or advances to UK Holdco Lessee or any of the Restricted Subsidiaries; or
Subsidiaries or (cd) sell, lease or transfer any of its properties or assets to UK Holdco Lessee or any of the Restricted Subsidiaries; , except in each case for such encumbrances or restrictions existing under or by reason of:
of (1i) contractual encumbrances or restrictions in effect or entered into or existing on Existing Indebtedness, (ii) the Closing DateOperative Documents, including pursuant to this Agreement, Hedging Obligations and the other documents relating to the Transactions;
(2) this Credit Agreement, the Loan Documents1998 Note Purchase Agreement, the 1998 Fixed Rate Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and2000 Note Purchase Agreement and the 2000 Notes, in each case, any guarantees thereof;
(3iii) applicable law or any applicable rulelaw, regulation or order;
(4iv) any agreement instrument governing Indebtedness or other instrument Capital Interests of a Person acquired by UK Holdco Lessee or any of the Restricted Subsidiary which was Subsidiaries as in existence effect at the time of such acquisition or at Acquisition (except to the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed extent such Indebtedness was incurred in connection with the acquisition of assets from such Person (but not created or in contemplation thereofof such Acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or acquired, provided that the property or assets so assumed;
(5) contracts or agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets Consolidated Cash Flow of such Restricted Subsidiary;
Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition was permitted by the terms of this Agreement, (6v) Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 and 7.7 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts customary non-assignment provisions in leases entered into in the ordinary course of business;
business and consistent with past practices, (8) customary provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(9vi) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (cd) of this Section 7.4 above on the property so acquired;
, (10vii) customary provisions Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in leases, licenses, contracts and other similar the agreements entered into governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the ordinary course agreements governing the Indebtedness being refinanced or (viii) other Indebtedness permitted to be incurred subsequent to the Effective Date pursuant to the provisions of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease5.21 hereof, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, provided that such restrictions apply only to such Receivables Subsidiary;are no more restrictive than those contained in this Agreement.
Appears in 2 contracts
Sources: Omnibus Amendment Agreement (Ferrellgas Partners Finance Corp), Participation Agreement, Lease Intended as Security, Loan Agreement (Ferrellgas Partners Finance Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Issuer shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause to exist or become effective after the date of this Indenture any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
to (a) (ii)(a) pay dividends or make any other distributions to UK Holdco the Issuer or any of the its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; or (iib) pay any Indebtedness indebtedness owed to UK Holdco the Issuer or any of the its Restricted Subsidiaries;
, (bii) make loans or advances to UK Holdco the Issuer or any of the its Restricted Subsidiaries; or
Subsidiaries or (ciii) sell, lease or transfer any of its properties or assets to UK Holdco the Issuer or any of the its Restricted Subsidiaries; , except in each case for such encumbrances or restrictions existing under or by reason of:
of (1a) contractual encumbrances or Existing Indebtedness, (b) any New Credit Facility (provided that any such restrictions contained therein are substantially no more restrictive when taken as a whole that those contained in effect or entered into or existing on the Closing Datethis Indenture), including pursuant to (c) this Agreement, Hedging Obligations Indenture and the other documents relating to Notes or the Transactions;
(2) this Agreement, Tranche A Indenture and the Loan Documents, the Senior Secured Tranche A Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereof;
(3d) applicable law or any applicable rulelaw, regulation or order;
(4e) any agreement instrument governing Indebtedness or other instrument Capital Stock of a Person acquired by UK Holdco the Issuer or any of its Restricted Subsidiary which was Subsidiaries as in existence effect at the time of such acquisition or at (except to the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed extent that such Indebtedness was incurred in connection with the acquisition of assets from such Person (but not created or in contemplation thereofof such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, other than the Person, or the property or assets of the Person and its Subsidiaries, so acquired, (f) customary non-assignment or net worth provisions, and other customary provisions, in leases or licenses entered into in the ordinary course of business, (g) purchase money obligations for property acquired or that impose restrictions of the nature described in clause (iii) above on the property so acquired, (h) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or assets so assumed;
agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (5k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) contracts or agreements for the sale of assets, including including, without limitation, customary restrictions with respect to a Restricted Subsidiary imposed with respect to the issuance 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 Restricted Subsidiary;
Subsidiary or (6m) Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 and 7.7 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating venture agreements or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, that such restrictions apply only to such Receivables Subsidiary;.
Appears in 2 contracts
Sources: Indenture (Pg&e National Energy Group Inc), Indenture (Pg&e National Energy Group Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Issuer shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause to exist or become effective after the date of this Indenture any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
to (a) (ii)(a) pay dividends or make any other distributions to UK Holdco the Issuer or any of the its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; or (iib) pay any Indebtedness indebtedness owed to UK Holdco the Issuer or any of the its Restricted Subsidiaries;
, (bii) make loans or advances to UK Holdco the Issuer or any of the its Restricted Subsidiaries; or
Subsidiaries or (ciii) sell, lease or transfer any of its properties or assets to UK Holdco the Issuer or any of the its Restricted Subsidiaries; , except in each case for such encumbrances or restrictions existing under or by reason of:
of (1a) contractual encumbrances or Existing Indebtedness, (b) any New Credit Facility (provided that any such restrictions contained therein are substantially no more restrictive when taken as a whole that those contained in effect or entered into or existing on the Closing Datethis Indenture), including pursuant to (c) this Agreement, Hedging Obligations Indenture and the other documents relating to Notes or the Transactions;
(2) this Agreement, Tranche A Indenture and the Loan Documents, the Senior Secured Tranche A Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereof;
(3d) applicable law or any applicable rulelaw, regulation or order;
(4e) any agreement instrument governing Indebtedness or other instrument Capital Stock of a Person acquired by UK Holdco the Issuer or any of its Restricted Subsidiary which was Subsidiaries as in existence effect at the time of such acquisition or at (except to the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed extent that such Indebtedness was incurred in connection with the acquisition of assets from such Person (but not created or in contemplation thereofof such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, other than the Person, or the property or assets of the Person and its Subsidiaries, so acquired, (f) customary non-assignment or net worth provisions, and other customary provisions, in leases or licenses entered into in the ordinary course of business, (g) purchase money obligations for property acquired or that impose restrictions of the nature described in clause (iii) above on the property so acquired, (h) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets so assumed;
(5) contracts or agreements for the sale of assetsEquity Interests, including including, without limitation, customary restrictions with respect to a Restricted Subsidiary imposed with respect to the issuance 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 Restricted Subsidiary;
Subsidiary (6m) Indebtedness secured by a Lien any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that is otherwise permitted to be Incurred pursuant to Sections 7.2 and 7.7 that limit the right such restrictions terminate upon any sale or transfer of all or substantially all of the debtor to dispose common stock or assets of the assets securing such Indebtedness;
GTN, or (7n) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating venture agreements or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, that such restrictions apply only to such Receivables Subsidiary;.
Appears in 2 contracts
Sources: Indenture (Pg&e National Energy Group Inc), Indenture (Pg&e National Energy Group Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Issuers shall not, and will shall not permit any Restricted Subsidiary that is not a Borrower or a Guarantor of their respective Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
to (a) (i) pay dividends or make any other distributions to UK Holdco Consoltex Group or any of the Restricted its Subsidiaries (1A) on its Capital Stock or (2B) with respect to any other interest or participation in, or measured by, its profits; , or (ii) pay any Indebtedness indebtedness owed to UK Holdco Consoltex Group or any of the Restricted its Subsidiaries;
, (b) make loans or advances to UK Holdco Consoltex Group or any of the Restricted Subsidiaries; or
its Subsidiaries or (c) sell, lease or transfer any of its properties or assets to UK Holdco Consoltex Group or any of the Restricted its Subsidiaries; , except in each case for such encumbrances or restrictions existing under or by reason of:
of (1i) contractual encumbrances agreements governing Senior Debt of the Issuers or restrictions any Guarantor, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, (ii) any encumbrance or restriction applicable to any Guarantor pursuant to an agreement in effect or entered into or existing on the Closing Datedate of this Indenture, including pursuant to (iii) this Agreement, Hedging Obligations Indenture and the other documents relating to the Transactions;
(2) this Agreement, the Loan Documents, the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereof;
(3iv) applicable law or any applicable rulelaw, regulation or order;
(4v) any agreement instrument governing Indebtedness or other instrument Capital Stock of a Person acquired by UK Holdco Consoltex Group or any Restricted Subsidiary which was of its Subsidiaries as in existence effect at the time of such acquisition or at (except to the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed extent such Indebtedness was incurred in connection with the acquisition of assets from such Person (but not created in contemplation thereofacquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or the property or assets so assumed;
(5) contracts or agreements for the sale of assetsacquired, including customary restrictions with respect to provided that, unless such Person is a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets Guarantor, EBDAIT of such Restricted Subsidiary;
Person is not taken into account in determining whether such acquisition was permitted by the terms of this Indenture, (6vi) Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 and 7.7 that limit the right reason of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary non-assignment provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts and other similar agreements leases entered into in the ordinary course of business and consistent with past practices, (including leases or licenses of intellectual propertyvii) that impose restrictions of the type described in with respect to clause (c) above, purchase money obligations for property acquired in the ordinary course of this Section 7.4 on business, or (viii) permitted Refinancing Indebtedness, provided that the property subject to restrictions contained in the agreements governing such lease, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected Refinancing Indebtedness are no more restrictive than those contained in connection with a Qualified Receivables Financing; provided, that such restrictions apply only to such Receivables Subsidiary;the agreements governing the Indebtedness being refinanced.
Appears in 2 contracts
Sources: Indenture (Consoltex Usa Inc), Indenture (Consoltex Inc/ Ca)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco The Top Borrower will not, and will not permit any Restricted Subsidiary that is not a Borrower or a Guarantor Loan Party to, directly or indirectly create or otherwise cause to become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor Loan Party to:
(a) (i) pay dividends or make any other distributions to UK Holdco the Top Borrower or any of the Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco the Top Borrower or any of the Restricted Subsidiaries;
(b) make loans or advances to UK Holdco the Top Borrower or any of the Restricted Subsidiaries; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco the Top Borrower or any of the Restricted Subsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Date, including pursuant to this Agreement, Hedging Obligations and the other documents relating to the Transactions;
(2) this Agreement, the Loan Documents, the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture Second Lien Documents and, in each case, any guarantees thereof;
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument of a Person acquired by UK Holdco the Top Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco the Top Borrower or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its Subsidiaries, other than the Person, or the property or assets of the Person and its Subsidiaries, so acquired or the property or assets so assumed;
(5) contracts or agreements for the sale of assets, including customary restrictions (A) with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (B) restricting assignment of any agreement entered into in the ordinary course of business, (C) constituting restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business and (D) which apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over the Top Borrower or any Restricted Subsidiary;
(6) Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 and 7.7 that limit limits the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businesscustomers;
(8) customary provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, that such restrictions apply only to such Receivables Subsidiary;
Appears in 2 contracts
Sources: Incremental and Refinancing Amendment (Powerschool Holdings, Inc.), First Lien Credit Agreement (Powerschool Holdings, Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Company shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
to do any of the following: (a) (ia)(i) pay dividends or make any other distributions to UK Holdco the Company or any of the its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco the Company or any of the its Restricted Subsidiaries;
; (b) make loans or advances to UK Holdco the Company or any of the its Restricted Subsidiaries; or
Subsidiaries or (c) sell, lease or transfer any of its properties or assets to UK Holdco the Company or any of the its Restricted Subsidiaries; , except in each case for such encumbrances or restrictions existing under or by reason of:
of (1) contractual encumbrances the Credit Facility or restrictions Existing Indebtedness, each as in effect or entered into or existing on the Closing Issue Date, including pursuant to this Agreement, Hedging Obligations and the other documents relating to the Transactions;
(2) this AgreementIndenture, the Loan DocumentsNotes and the Subsidiary Guarantees, the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereof;
(3) applicable law or any applicable rulelaw, regulation or order;
(4) any agreement instrument governing Indebtedness or other instrument Capital Stock of a Person acquired by UK Holdco the Company or any of its Restricted Subsidiary which was Subsidiaries as in existence effect at the time of such acquisition or at (except to the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed extent such Indebtedness was incurred in connection with the acquisition of assets from such Person (but not created or in contemplation thereofof such acquisition), which encumbrance or restriction is not applicable to any Person, Person or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or acquired, provided that, in the property or assets so assumed;
case of Indebtedness, such Indebtedness was permitted by the terms of the Indenture to be incurred, (5) contracts or agreements for the sale by reason of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary;
(6) Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 and 7.7 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts non-assignment provisions in leases entered into in the ordinary course of business;
business and consistent with past practices, (8) 6) by reason of customary provisions in joint venturerestricting the transfer of copyrighted or patented materials consistent with industry practice, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(97) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 above on the property so acquired;
, (8) customary provisions in bona fide contracts for the sale of properties or assets, (9) Permitted Refinancing Indebtedness with respect to any Indebtedness referred to in clauses (1), (2) and (4) above, provided that the restrictions referred to in this Section 4.08 that are 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 or (10) customary provisions contained with respect to the disposition or distribution of assets in leasesjoint venture agreements, licensesasset sale agreements, contracts stock sale agreements and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, that such restrictions apply only to such Receivables Subsidiary;business.
Appears in 2 contracts
Sources: Indenture (Hornbeck Offshore Services Inc /La), Indenture (Hornbeck Offshore Services Inc /La)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will DBS Corp shall not, and will the Company shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
to (a) (i) pay dividends or make any other distributions to UK Holdco DBS Corp or any of the its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; , or (ii) pay any Indebtedness owed to UK Holdco DBS Corp or any of the Restricted its Subsidiaries;
, (b) make loans or advances to UK Holdco DBS Corp or any of the Restricted Subsidiaries; or
its Subsidiaries or (c) sell, lease or transfer any of its properties or assets to UK Holdco DBS Corp or any of the Restricted its Subsidiaries; , except in each case for such encumbrances or restrictions existing under or by reason of:
reasons of (1i) contractual Existing Indebtedness and existing agreements as in effect on the date of this Indenture, (ii) any Credit Agreement containing any encumbrances or restrictions that are no more restrictive with respect to the provisions set forth in clauses (a), (b) and (c) above than the 1994 Credit Agreement as in effect or entered into or existing on the Closing Datedate of its expiration, including pursuant to this Agreement, Hedging Obligations and the other documents relating to the Transactions;
(2) this Agreement, the Loan Documents, the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereof;
(3iii) applicable law or any applicable ruleregulation, regulation or order;
(4iv) any agreement or other instrument of a Person acquired by UK Holdco or any Restricted Subsidiary which was governing Acquired Debt as in existence effect at the time of acquisition (except to the extent such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed Indebtedness was incurred in connection with the acquisition of assets from such Person (but not created with, or in contemplation thereofof, such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or acquired, PROVIDED that the property or assets so assumed;
(5) contracts or agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets Consolidated Cash Flow of such Restricted Subsidiary;
Person shall not be taken into account in determining whether such acquisition was permitted by the terms of this Indenture, (6v) Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 and 7.7 that limit the right reason of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary non-assignment provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts and other similar agreements leases entered into in the ordinary course of business and consistent with past practices, or (including leases or licenses of intellectual propertyvi) Refinancing Indebtedness, as defined in Section 4.9 herein, PROVIDED that impose the restrictions of contained in the type described agreements governing such Refinancing Indebtedness are no more restrictive than those contained in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, that such restrictions apply only to such Receivables Subsidiary;agreements governing the Indebtedness being refinanced.
Appears in 2 contracts
Sources: Indenture (Echostar Communications Corp), Indenture (Echostar Communications Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Company shall not, and will shall not permit any Restricted Subsidiary that is not a Borrower or a Guarantor to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco the Company or any of the Restricted Subsidiaries Subsidiary (1) on its Capital Stock Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco or any of the Restricted Subsidiaries;or
(b) make loans or advances to UK Holdco the Company or any Restricted Subsidiary that is a direct or indirect parent of the such Restricted Subsidiaries; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco or any of the Restricted SubsidiariesSubsidiary; except in each case for such encumbrances or restrictions existing under or by reason of:
(1) (i) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Date, including Issue Date and (ii) contractual encumbrances or restrictions pursuant to this Agreement, Hedging Obligations the Credit Agreement and the other documents relating to the TransactionsCredit Agreement Documents and, in each case, similar contractual encumbrances effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments;
(2) this AgreementIndenture, the Loan Documents, Notes or the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereofGuarantees;
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument of a Person acquired by UK Holdco the Company or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereofthereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, other than the Person, or the property or assets of the Person and its Subsidiaries, so acquired or the property or assets so assumedacquired;
(5) contracts or agreements for the sale of assets, including customary restrictions any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary;
(6) Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 Section 4.03 and 7.7 Section 4.12 that limit limits the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or venture agreements and other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into ordinary course of such transactionbusiness;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquiredbusiness;
(10) customary provisions contained in leases, licenses, contracts licenses and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreementbusiness;
(11) any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including without limitations, licenses of intellectual property) or other contracts;
(12) any encumbrance or restriction of a Receivables Securitization Subsidiary effected in connection with a Qualified Receivables Securitization Financing; provided, however, that such restrictions apply only to such Receivables Securitization Subsidiary;
(13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of the Company or any Restricted Subsidiary that is a Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Guarantor or a Foreign Subsidiary so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Company’s or any Guarantor’s ability to make anticipated principal or interest payments on the Notes (as determined in good faith by the Company), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03;
(14) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or
(15) any encumbrances or restrictions of the type referred to in Section 4.05(a) or (b) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Company or a Restricted Subsidiary to other Indebtedness Incurred by the Company or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 2 contracts
Sources: Indenture (XPO Logistics, Inc.), Indenture (XPO Logistics, Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco Casella will not, and will not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i1) pay dividends or make any other distributions on or in respect of its Equity Interests to UK Holdco Casella or any of the ▇▇▇▇▇▇▇’▇ Restricted Subsidiaries (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits; , or (ii) pay any Indebtedness indebtedness owed to UK Holdco Casella or any of the ▇▇▇▇▇▇▇’▇ Restricted Subsidiaries;
(b2) make loans or advances to UK Holdco Casella or any of the ▇▇▇▇▇▇▇’▇ Restricted Subsidiaries; or
(c3) sell, lease or transfer any of its properties or assets to UK Holdco Casella or any of the ▇▇▇▇▇▇▇’▇ Restricted Subsidiaries; except in each case for such . However, the preceding restrictions will not apply, with respect to any series of Securities, to encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances the Senior Credit Facility, the Second Lien Notes Documents or restrictions any Existing Indebtedness, in each case, as in effect or entered into or existing on the Closing DateIssue Date of such Series and any amendments or refinancings thereof; provided that such amendments or refinancings are not materially more restrictive, including pursuant taken as a whole, with respect to this Agreementsuch dividend and other restrictions than those contained in the Senior Credit Facility, Hedging Obligations and the other documents relating to Second Lien Notes Documents, the TransactionsSenior Subordinated Notes Documents or such Existing Indebtedness, as applicable, as in effect on the Issue Date of such series;
(2) this Agreement, Indenture and the Loan Documents, the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in Securities of each case, any guarantees thereofseries;
(3) applicable law or any applicable law, rule, regulation or orderorder of any governmental authority;
(4) any agreement instrument governing Indebtedness or other instrument Capital Stock of a Person acquired by UK Holdco Casella or any of its Restricted Subsidiary which was Subsidiaries as in existence effect at the time of such acquisition or at (except to the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed extent such Indebtedness was incurred in connection with the acquisition of assets from such Person (but not created or in contemplation thereofof such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or the property or assets so assumedacquired;
(5) contracts or agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement non-assignment provisions (and sublease restrictions) in leases entered into for in the sale or disposition ordinary course of all or substantially all the Capital Stock or assets of such Restricted Subsidiarybusiness and consistent with past practices;
(6) Purchase Money Obligations that impose restrictions only on the property acquired of the nature described in clause (3) of the preceding paragraph;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that such dividend and other restrictions contained in the agreements governing such Permitted Refinancing Indebtedness secured by are not materially more restrictive, taken as a Lien that is whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness otherwise permitted to be Incurred incurred pursuant to Sections 7.2 and 7.7 Section 4.09 that limit the right of the debtor Casella or any of its Restricted Subsidiaries to dispose of the assets securing subject to such IndebtednessLien;
(710) provisions with respect to the disposition or distribution of assets or property in joint venture agreements (including, without limitation, agreements with respect to Restricted Subsidiaries that are not wholly owned) and other similar agreements entered into in the ordinary course of business;
(11) customary restrictions on cash or other deposits or net worth imposed by customers or government authorities under contracts or other agreements entered into in the ordinary course of business;; and
(8) customary provisions 12) any agreement relating to a Sale and Leaseback Transaction, Purchase Money Obligation, industrial revenue bond or Capital Lease Obligation, in joint ventureeach case, operating or other similar agreementsotherwise not prohibited by this Indenture, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 but only on the property subject to such lease, license, contract transaction or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, lease and only to the extent that such restrictions apply only or encumbrances are customary with respect to such Receivables Subsidiary;a Sale and Leaseback Transaction, Purchase Money Obligation, industrial revenue bond or capital lease.
Appears in 2 contracts
Sources: Senior Indenture (Total Waste Management Corp.), Subordinated Indenture (Total Waste Management Corp.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Company shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco the Company or any of the its Restricted Subsidiaries (1A) on its Capital Stock Stock; or (2B) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco the Company or any of the its Restricted Subsidiaries;
(b) make loans or advances to UK Holdco the Company or any of the its Restricted Subsidiaries; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco the Company or any of the its Restricted Subsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Acquisition Date, including pursuant to this Agreement, Hedging Obligations the Credit Agreement and the other documents relating to the TransactionsSenior Credit Documents;
(2) this AgreementIndenture, the Loan DocumentsSecurities, the Dollar Securities, the Senior Secured Notes, any additional notes permitted Subordinated Notes and the indentures relating to be Incurred under the Dollar Securities and the Senior Secured Notes Indenture and, in each case, any guarantees thereofSubordinated Notes;
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument relating to Indebtedness of a Person acquired by UK Holdco the Company or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereofthereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or the property or assets so assumedacquired;
(5) contracts or agreements for the sale of assets, including customary restrictions any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted SubsidiarySubsidiary pending the closing of such sale or disposition;
(6) Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 4.03 and 7.7 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or venture agreements and other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into ordinary course of such transactionbusiness;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described discussed in clause (c) of this Section 7.4 above on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts leases and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreementabove;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary;
(12) other Indebtedness of Restricted Subsidiaries (I) that are Guarantors that is Incurred subsequent to the Acquisition Date pursuant to Section 4.03 or (II) that is Incurred subsequent to the Acquisition Date pursuant to clauses (iv), (xii) or (xx) of Section 4.03(b) by Foreign Subsidiaries; or
(13) any encumbrances or restrictions of the type referred to in clauses (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 (12) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Sources: Indenture (TRW Automotive Inc), Indenture (TRW Automotive Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco (a) The Company will not, and will not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i1) pay dividends or make any other distributions to UK Holdco or any of the Restricted Subsidiaries (1) on its Capital Stock to the Company or (2) any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits; , or (ii) pay any Indebtedness indebtedness owed to UK Holdco the Company or any of the its Restricted Subsidiaries;
(b2) make loans or advances to UK Holdco the Company or any of the its Restricted Subsidiaries; or
(c3) sell, lease or transfer any of its properties or assets to UK Holdco the Company or any of the its Restricted Subsidiaries; except .
(b) The restrictions in each case for such Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions agreements governing Existing Indebtedness and Credit Facilities as in effect or entered into or existing on the Closing Date, including pursuant to date of this Agreement, Hedging Obligations and the other documents relating to the TransactionsIndenture;
(2) this AgreementIndenture, the Loan Documents, Notes and the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereofNote Guarantees;
(3) applicable law or any applicable law, rule, regulation or order;
(4) any agreement instrument governing Indebtedness or other instrument Capital Stock of a Person acquired by UK Holdco the Company or any of its Restricted Subsidiary which was Subsidiaries as in existence effect at the time of such acquisition (except to the extent such Indebtedness or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed Capital Stock was incurred in connection with the acquisition of assets from such Person (but not created or in contemplation thereofof such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or acquired; provided that, in the property or assets so assumedcase of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(5) customary non-assignment provisions in contracts or agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement and licenses entered into for in the sale or disposition ordinary course of all or substantially all the Capital Stock or assets of such Restricted Subsidiarybusiness;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(8) 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;
(9) Liens (or Indebtedness secured by a Lien that is otherwise thereby) permitted to be Incurred pursuant to Sections 7.2 and 7.7 incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets securing subject to such IndebtednessLiens;
(710) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;
(11) Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Subsidiary;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating 13) any encumbrances or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described referred to in clause clauses (c1), (2) and (3) of this Section 7.4 on 4.08(a) hereof imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the property subject contracts, instruments or obligations referred to in clauses (1) through (12) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company’s Board of Directors, no more restrictive with respect to such leasedividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, licensemodification, contract restatement, renewal, increase, supplement, refunding, replacement or agreement;refinancing; and
(1114) Indebtedness of any encumbrance or restriction of Restricted Subsidiary other than a Receivables Subsidiary effected in connection with a Qualified Receivables FinancingDomestic Restricted Subsidiary; provided, however, that the Board of Directors of the Company determines in good faith at the time such dividend or other payment restrictions apply only are created that they do not materially adversely affect the Company’s ability to such Receivables Subsidiary;fulfill its obligations under the Notes and this Indenture.
Appears in 2 contracts
Sources: Indenture (Innophos, Inc.), Indenture (Innophos Investment Holdings, Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will Holdings and the Company shall not, and will shall not permit any of the Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco Holdings or any of the its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco Holdings or any of the its Restricted Subsidiaries;
(b) make loans or advances to UK Holdco Holdings or any of the its Restricted Subsidiaries; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco Holdings or any of the its Restricted Subsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Date, including Issue Date pursuant to this (i) the Credit Agreement, Hedging Obligations (ii) the Cerberus 3L Notes and (iii) pursuant to any other agreement in effect on the other documents relating to Issue Date; provided that in the Transactionscase of clause (iii), such agreement is listed on Schedule V;
(2) this Indenture, the Security Documents, the Intercreditor Agreement, the Loan Documents, the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any and guarantees thereof;
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument of a Person acquired by UK Holdco Holdings or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired acquired; provided that such encumbrance or restriction does not adversely affect the property or assets so assumedCompany’s ability to make interest and principal payments on the Notes;
(5) contracts or agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary;
(6) Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 and 7.7 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) 7) customary provisions in joint venture, operating or other similar agreements, asset sale venture agreements and stock sale agreements entered into in connection with the entering into ordinary course of such transactionbusiness;
(9) 8) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business (and permitted under the Security Documents) that impose restrictions of the nature described discussed in clause (c) of this Section 7.4 above on the property so acquired;
(109) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 above on the property subject to such lease, license, contract or agreement;
(10) [reserved];
(11) other Indebtedness, Disqualified Stock or Preferred Stock of any encumbrance or restriction Restricted Subsidiary of a Receivables Subsidiary effected in connection with a Qualified Receivables FinancingHoldings that is Incurred subsequent to the Issue Date pursuant to Section 4.03; provided, provided that such encumbrances and restrictions apply only contained in any agreement or instrument will not materially affect the Company’s ability to make anticipated principal or interest payment on the Notes (as determined by the Company in good faith);
(12) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment;
(13) Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 4.03 and 4.11 that limit the right of the debtor to dispose of the assets securing such Indebtedness; and
(14) any encumbrances or restrictions of the type referred to in clauses (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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive as a whole with respect to such Receivables Subsidiary;dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Company or a Restricted Subsidiary of the Company 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 2 contracts
Sources: Indenture (Delta Tucker Holdings, Inc.), Indenture (Worldwide Recruiting & Staffing Services LLC)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will (a) The Issuer shall not, and will shall not permit any of the Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a1) (iA) pay dividends or make any other distributions to UK Holdco the Issuer or any of the Restricted Subsidiaries (1i) on its Capital Stock or (2ii) with respect to any other interest or participation in, or measured by, its profits; or (iiB) pay any Indebtedness owed to UK Holdco the Issuer or any of the Restricted Subsidiaries;
(b2) make loans or advances to UK Holdco the Issuer or any of the Restricted Subsidiaries; or
(c3) sell, lease or transfer any of its properties or assets to UK Holdco the Issuer or any of the Restricted Subsidiaries; except in each case for such .
(b) Section 4.08(a) shall not apply to encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Issue Date, including pursuant to this Agreement, Hedging Obligations the Credit Agreement and the other documents relating to Credit Agreement Documents, the TransactionsExisting Senior Unsecured Notes Indentures, the Existing Senior Unsecured Notes and the guarantees thereof;
(2) this AgreementIndenture, the Loan DocumentsNotes, the Senior Secured NotesIntermediate Holdings Guarantee, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture andNote Guarantees, in each case, any guarantees thereofthe Collateral Documents and the Intercreditor Agreement;
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument of a Person acquired by UK Holdco the Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereofthereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the PersonPerson or its Subsidiaries, or the property or assets of the Person and or its Subsidiaries, so acquired or the property or assets so assumedacquired;
(5) contracts or agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted SubsidiarySubsidiary pending the closing of such sale or disposition;
(6) Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 4.09 and 7.7 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits (including escrowed funds) or net worth imposed by customers and franchisees under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or venture agreements and other similar agreements, asset sale agreements and stock sale agreements relating solely to such joint venture entered into in connection with the entering into ordinary course of such transactionbusiness;
(9) purchase money obligations and Financed Lease Obligations, in each case for property acquired and Capitalized Lease Obligations or leased in the ordinary course of business that impose restrictions of the nature described discussed in clause (c3) of this Section 7.4 4.08(a) above on the property so acquiredacquired or leased;
(10) customary provisions contained in leases, licenses, contracts licenses and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c3) of this Section 7.4 4.08(a) above on the property subject to such lease, license, contract or agreement;
(11) any encumbrance or restriction on a Special Purpose Securitization Subsidiary that, in the good faith judgment of a Receivables Subsidiary effected senior management or the Board of Directors of the Issuer, is reasonably required in connection with a Qualified Receivables Financingtherewith; provided, however, that such restrictions apply only to Special Purpose Securitization Subsidiaries;
(12) other Indebtedness or Disqualified Stock of the Issuer or any of its Restricted Subsidiaries or Preferred Stock of any Non-Guarantor Subsidiary that is Incurred subsequent to the Issue Date and permitted pursuant to Section 4.09; provided that such Receivables Subsidiary;encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuer’s ability to make anticipated principal or interest payments on the Notes (as determined in good faith by senior management or the Board of Directors of the Issuer); or
(13) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of Section 4.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (12) of this Section 4.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of senior management or the Board of Directors of the Issuer, no more restrictive with respect to such encumbrances and other restrictions taken as a whole than those contained in the encumbrances or other restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
(c) For purposes of determining compliance with this Section 4.08, (1) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (2) the subordination of loans or advances made to the Issuer or a Restricted Subsidiary to other Indebtedness Incurred by the Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 2 contracts
Sources: Indenture (Anywhere Real Estate Group LLC), Indenture (Realogy Holdings Corp.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Company shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco the Company or any of the its Restricted Subsidiaries (1A) on its Capital Stock Stock; or (2B) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco the Company or any of the its Restricted Subsidiaries;
(b) make loans or advances to UK Holdco the Company or any of the its Restricted Subsidiaries; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco the Company or any of the its Restricted Subsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Acquisition Date, including pursuant to this Agreement, Hedging Obligations the Credit Agreement and the other documents relating to the TransactionsSenior Credit Documents;
(2) this AgreementIndenture, the Loan DocumentsSecurities, the Dollar Securities, the Senior Secured Notes, any additional notes permitted Notes and the indentures relating to be Incurred under the Dollar Securities and the Senior Secured Notes Indenture and, in each case, any guarantees thereofNotes;
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument relating to Indebtedness of a Person acquired by UK Holdco the Company or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereofthereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or the property or assets so assumedacquired;
(5) contracts or agreements for the sale of assets, including customary restrictions any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted SubsidiarySubsidiary pending the closing of such sale or disposition;
(6) Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 4.03 and 7.7 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or venture agreements and other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into ordinary course of such transactionbusiness;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described discussed in clause (c) of this Section 7.4 above on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts leases and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreementabove;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary;
(12) other Indebtedness of Restricted Subsidiaries (I) that are Guarantors that is Incurred subsequent to the Acquisition Date pursuant to Section 4.03 or (II) that is Incurred subsequent to the Acquisition Date pursuant to clauses (iv), (xii) or (xx) of Section 4.03(b) by Foreign Subsidiaries; or
(13) any encumbrances or restrictions of the type referred to in clauses (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 (12) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Sources: Indenture (TRW Automotive Inc), Indenture (TRW Automotive Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will not, The Company shall not and will shall not permit any Restricted Subsidiary that is not a Borrower or a Guarantor of its Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
to (a) (ii)(a) pay dividends or make any other distributions to UK Holdco the Company or any of the Restricted its 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 UK Holdco the Company or any of the Restricted its Subsidiaries;
, (bii) make loans or advances to UK Holdco the Company or any of the Restricted Subsidiaries; or
its Subsidiaries or (ciii) sell, lease or transfer any of its properties or assets to UK Holdco the Company or any of the Restricted its Subsidiaries; , except in each case for such encumbrances or restrictions existing under or by reason of:
of (1a) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Date, including pursuant to this Agreement, Hedging Obligations Indenture and the other documents relating to the Transactions;
(2) this Agreement, the Loan Documents, the Senior Secured Notes, (b) applicable law, (c) any additional notes permitted to be Incurred under instrument governing Indebtedness or Capital Stock of a Person acquired by the Senior Secured Notes Indenture andCompany or any of its Subsidiaries or any instrument governing Indebtedness secured by assets acquired by the Company or any of its Subsidiaries, in each case, any guarantees thereof;
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument of a Person acquired by UK Holdco or any Restricted Subsidiary which was as in existence effect at the time of such acquisition or at (except to the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed extent such Indebtedness was incurred in connection with the acquisition of assets from such Person (but not created or in contemplation thereofof such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or the property or assets asset so assumed;
(5) contracts or agreements for acquired, provided that, in the sale case of assetsIndebtedness, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for such Indebtedness was permitted by the sale or disposition terms of all or substantially all the Capital Stock or assets of such Restricted Subsidiary;
(6) Indebtedness secured by a Lien that is otherwise permitted this Indenture to be Incurred pursuant to Sections 7.2 and 7.7 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
incurred, (7d) restrictions on cash or other deposits or net worth imposed by customers under contracts customary non-assignment provisions in leases entered into in the ordinary course of business;
business and consistent with past practices, (8) customary provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(9e) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (ciii) of this Section 7.4 above on the property so acquired;
, (10f) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced or (g) customary non-assignment provisions contained in leases, licenses, contracts and other similar agreements documents entered into by a Subsidiary of the Company in the ordinary course of business (including leases connection with a receivables or licenses of intellectual property) equipment financing that impose restrictions of the type nature described in clause (ciii) of this Section 7.4 above on the property subject to securing such lease, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, that such restrictions apply only to such Receivables Subsidiary;financings.
Appears in 2 contracts
Sources: Indenture (Amcraft Building Products Co Inc), Indenture (Amcraft Building Products Co Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Company shall not, and will the Company shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
to (a) (i) pay dividends or make any other distributions to UK Holdco the Company or any of the its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; , or (ii) pay any Indebtedness owed to UK Holdco the Company or any of the Restricted its Subsidiaries;
, (b) make loans or advances to UK Holdco the Company or any of the Restricted Subsidiaries; or
its Subsidiaries or (c) sell, lease or transfer any of its properties or assets to UK Holdco the Company or any of the Restricted its Subsidiaries; , except in each case for such encumbrances or restrictions existing under or by reason of:
reasons of (1i) contractual Existing Indebtedness and existing agreements as in effect on the date of this Indenture, (ii) any Credit Agreement containing any encumbrances or restrictions that are no more restrictive with respect to the provisions set forth in clauses (a), (b) and (c) above than the 1994 Credit Agreement as in effect or entered into or existing on the Closing Datedate of its expiration, including pursuant to this Agreement, Hedging Obligations and the other documents relating to the Transactions;
(2) this Agreement, the Loan Documents, the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereof;
(3iii) applicable law or any applicable ruleregulation, regulation or order;
(4iv) any agreement or other instrument of a Person acquired by UK Holdco or any Restricted Subsidiary which was governing Acquired Debt as in existence effect at the time of acquisition (except to the extent such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed Indebtedness was incurred in connection with the acquisition of assets from such Person (but not created with, or in contemplation thereofof, such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or acquired, PROVIDED that the property or assets so assumed;
(5) contracts or agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets Consolidated Cash Flow of such Restricted Subsidiary;
Person shall not be taken into account in determining whether such acquisition was permitted by the terms of this Indenture, (6v) Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 and 7.7 that limit the right reason of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary non-assignment provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts and other similar agreements leases entered into in the ordinary course of business and consistent with past practices, or (including leases or licenses of intellectual propertyvi) Refinancing Indebtedness, as defined in Section 4.09 herein, PROVIDED that impose the restrictions of contained in the type described agreements governing such Refinancing Indebtedness are no more restrictive than those contained in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, that such restrictions apply only to such Receivables Subsidiary;agreements governing the Indebtedness being refinanced.
Appears in 2 contracts
Sources: Indenture (Echostar DBS Corp), Indenture (Echostar DBS Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will (a) The Issuer shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i1) pay dividends or make any other distributions to UK Holdco or any of the Restricted Subsidiaries (1) on its Capital Stock to the Issuer or (2) with respect to any other interest or participation inof its Restricted Subsidiaries, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco the Issuer or any of the its Restricted Subsidiaries;
(b2) make loans or advances to UK Holdco the Issuer or any of the its Restricted Subsidiaries; or
(c3) sell, lease or transfer any of its properties or assets to UK Holdco the Issuer or any of the its Restricted Subsidiaries; except in each case for such .
(b) However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Issue Date, including including, without limitation, pursuant to this Agreement, Hedging Obligations Existing Indebtedness or the Credit Agreement and the other documents relating to the Transactionsrelated documentation;
(2) this Agreementthe Indenture, the Loan Documents, Notes and the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereofGuarantees;
(3) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in Section 4.4(a)(3) on the property so acquired;
(4) applicable law or any applicable rule, regulation or order;
(45) any agreement or other instrument of a Person acquired by UK Holdco the Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or the property or assets so assumedacquired;
(56) contracts or agreements for the sale of assets, including including, without limitation, customary restrictions with respect to a Restricted Subsidiary imposed 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 Restricted Subsidiary;
(67) Indebtedness secured by a Lien that is Secured Debt otherwise permitted to be Incurred incurred pursuant to Sections 7.2 Section 4.2 and 7.7 Section 4.3 that limit limits the right of the debtor to dispose of the assets securing such Indebtedness;
(7) 8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions 9) other Indebtedness of Restricted Subsidiaries (i) that are the Issuer or Guarantors which Indebtedness is permitted to be incurred pursuant to an agreement entered into subsequent to the Issue Date in joint venture, operating accordance with Section 4.2 and (ii) that are Foreign Subsidiaries so long as such encumbrances or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into restrictions apply only to such Foreign Subsidiary or its Capital Stock or any Subsidiary of such transaction;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquiredForeign Subsidiary;
(10) customary provisions contained in leases, licenses, contracts joint venture agreements and other similar agreements entered into in the ordinary course of business business;
(including 11) customary provisions contained in leases or licenses of intellectual propertyproperty and other similar agreements entered into in the ordinary course of business;
(12) that impose customary provisions restricting subletting or assignment of any lease governing a leasehold interest;
(13) customary provisions restricting assignment of any agreement entered into in the ordinary course of business;
(14) any encumbrances or restrictions of the type described referred to in clause clauses (c1), (2) and (3) of this Section 7.4 on 4.4(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the property subject contracts, instruments or obligations referred to in clauses (1), (2) and (5) above, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors, no more restrictive with respect to such leasedividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, licensemodification, contract restatement, renewal, increase, supplement, refunding, replacement or agreement;refinancing; or
(1115) any encumbrance or restriction of a Receivables Securitization Subsidiary effected in connection with a Qualified Receivables Securitization Financing; provided, however, that such restrictions apply only to such Receivables Securitization Subsidiary;.
Appears in 2 contracts
Sources: Second Supplemental Indenture (Celanese Corp), First Supplemental Indenture (Celanese CORP)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Company shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
to (a) (ii)(A) pay dividends or make any other distributions to UK Holdco the Company or any of the its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; , or (iiB) pay any Indebtedness indebtedness owed to UK Holdco the Company or any of the its Restricted Subsidiaries;
, (bii) make loans or advances to UK Holdco the Company or any of the its Restricted Subsidiaries; or
, or (ciii) sell, lease or transfer any of its properties or assets to UK Holdco the Company or any of the its Restricted Subsidiaries; , except in each case for such encumbrances or restrictions existing under or by reason of:
of (1A) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Dateprovisions of security agreements that restrict the transfer of assets that are subject to a Lien created by such security agreements, including (B) the provisions of agreements governing Indebtedness incurred pursuant to clause (v) of the second paragraph of Section 4.09, (C) this AgreementIndenture, Hedging Obligations the Notes, and the other documents relating to 1997 Indenture and the Transactions;
(2) this Agreement, the Loan Documents, the Senior Secured 1997 Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereof;
(3D) applicable law or any applicable rulelaw, regulation or order;
(4E) any agreement instrument governing Indebtedness or other instrument Capital Stock of a Person acquired by UK Holdco the Company or any of its Restricted Subsidiary which was Subsidiaries as in existence effect at the time of such acquisition or at (except to the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed extent such Indebtedness was incurred in connection with the acquisition of assets from such Person (but not created or in contemplation thereofof such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (F) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (G) purchase money obligations for property acquired or in the ordinary course of business that impose restrictions of the nature described in this clause (iii) on the property or assets so assumed;
acquired, (5H) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced, (I) contracts or agreements for the sale of assets, including including, without limitation, customary restrictions with respect to a Restricted Subsidiary imposed 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 Restricted Subsidiary;
, (6J) agreements relating to secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred incurred pursuant to Sections 7.2 4.09 and 7.7 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
, (7K) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
, or (8) L) customary provisions in joint venture, operating or other similar agreements, asset sale venture agreements and stock sale agreements in connection with the entering into of such transaction;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, that such restrictions apply only to such Receivables Subsidiary;business.
Appears in 2 contracts
Sources: Indenture (L-3 Communications SPD Technologies Inc), Indenture (Southern California Microwave Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Company shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
to (a) (ia)(i) pay dividends or make any other distributions to UK Holdco the Company or any of the its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; , or (ii) pay any Indebtedness owed to UK Holdco the Company or any of the its Restricted Subsidiaries;
, (b) make loans or advances to UK Holdco the Company or any of the its Restricted Subsidiaries; or
Subsidiaries or (c) sell, lease or transfer any of its properties or assets to UK Holdco the Company or any of the its Restricted Subsidiaries; , except in each case for such encumbrances or restrictions existing under or by reason of:
of (1) contractual encumbrances the Credit Facility or restrictions Existing Indebtedness, each as in effect or entered into or existing on the Closing DateJuly 21, including pursuant to this Agreement1997, Hedging Obligations and the other documents relating to the Transactions;
(2) this AgreementIndenture, the Loan DocumentsNotes, the Senior Secured Series A/B Indenture , the Series A/B Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Series D Indenture, the Series D Notes, the Series F Indenture andand the Series F Notes, in each case, any guarantees thereof;
(3) applicable law or any applicable rulelaw, regulation or order;
(4) any agreement instrument governing Indebtedness or other instrument Capital Stock of a Person acquired by UK Holdco the Company or any of its Restricted Subsidiary which was Subsidiaries as in existence effect at the time of such acquisition or at (except to the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed extent such Indebtedness was incurred in connection with the acquisition of assets from such Person (but not created or in contemplation thereofof such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or acquired, provided that, in the property or assets so assumed;
case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (5) contracts or agreements for the sale by reason of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary;
(6) Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 and 7.7 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts non-assignment provisions in leases entered into in the ordinary course of business;
business and consistent with past practices, (8) customary provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(96) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 above on the property so acquired;
, (107) customary provisions in bona fide contracts for the sale of property or assets or (8) Permitted Refinancing Indebtedness with respect to any Indebtedness referred to in clauses (1) and (2) above, provided that the restrictions contained in leasesthe agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, licensestaken as a whole, contracts and other similar agreements entered into than those contained in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of agreements governing the type described in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, that such restrictions apply only to such Receivables Subsidiary;Indebtedness being refinanced.
Appears in 2 contracts
Sources: Indenture (Saevik Shipping As), Indenture (Trico Marine Services Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco The Company will not, and will not cause or permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
of the Company to (a) (i) pay dividends or make any other distributions to UK Holdco on or any in respect of the Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profitsStock; or (ii) pay any Indebtedness owed to UK Holdco or any of the Restricted Subsidiaries;
(b) make loans or advances advances, or pay any Indebtedness or other obligation owed, to UK Holdco the Company or any other Restricted Subsidiary of the Restricted SubsidiariesCompany; or
or (c) sell, lease or transfer any of its properties property or assets to UK Holdco the Company or any other Restricted Subsidiary of the Restricted Subsidiaries; Company, except in each case for such encumbrances or restrictions existing under or by reason of:
: (1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Date, including pursuant to this Agreement, Hedging Obligations and the other documents relating to the Transactions;
applicable law; (2) this Agreement, the Loan DocumentsIndenture, the Senior Secured Notes, any additional notes permitted to be Incurred under Subordinated Securities and the Senior Secured Notes Indenture and, in each case, any guarantees thereof;
Subsidiary Guarantees; (3) applicable law customary non-assignment provisions of any contract or any applicable rule, regulation or order;
lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4) any agreement or other instrument of a Person acquired by UK Holdco or any Restricted Subsidiary which was in existence at the time of governing Acquired Indebtedness, but only if such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereof), which encumbrance or restriction is shall not applicable apply to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or the property or assets so assumed;
acquired; (5) contracts agreements existing on the Issue Date, to the extent and in the manner such agreements are in effect on the Issue Date; (6) the Credit Agreement; (7) any instrument governing a Permitted Lien, to the extent and only to the extent such instrument restricts the transfer or agreements other disposition of assets subject to such Permitted Lien; (8) any contract for the sale of specified assets, including customary restrictions including, without limitation, any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an any agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary;
(6) Indebtedness secured by a Lien that is otherwise permitted , to be Incurred pursuant to Sections 7.2 and 7.7 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into consummated in the ordinary course of business;
(8) customary provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection accordance with the entering into terms of this Indenture, pending the closing of such transaction;
sale or disposition; PROVIDED that any such restriction relates solely to the Capital Stock or assets that are the subject of such agreement; (9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts and Indebtedness or other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreement;
(11) any encumbrance or restriction contractual requirements of a Receivables Subsidiary effected Securitization Entity in connection with a Qualified Receivables FinancingSecuritization Transaction or the charter documents of such Securitization Entity; providedPROVIDED that, that in any case, such restrictions apply only to such Receivables Securitization Entity; and (10) any agreement governing Indebtedness Incurred to Refinance the Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (2), (4), (5) or (6) above; PROVIDED, HOWEVER, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are not materially more restrictive, as determined by the Board of Directors of the Company or such Restricted Subsidiary;, as the case may be, in their reasonable and good faith judgment, than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5) or (6).
Appears in 2 contracts
Sources: Indenture (Cadmus Communications Corp/New), Indenture (Cadmus Communications Corp/New)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Company shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
to (a) (ii)(a) pay dividends or make any other distributions to UK Holdco the Company or any of the its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; , or (iib) pay any Indebtedness indebtedness owed to UK Holdco the Company or any of the its Restricted Subsidiaries;
, (bii) make loans or advances to UK Holdco the Company or any of the its Restricted Subsidiaries; or
Subsidiaries or (ciii) sell, lease or transfer any of its properties or assets to UK Holdco the Company or any of the its Restricted Subsidiaries; except in each case for such . However, the foregoing restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
of (1a) contractual encumbrances or restrictions Existing Indebtedness as in effect or entered into or existing on the Closing Datedate of this Indenture, including pursuant to (b) this Agreement, Hedging Obligations Indenture and the other documents relating to the Transactions;
(2) this Agreement, the Loan Documents, the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereof;
(3c) applicable law or any applicable rulelaw, regulation or order;
(4d) any agreement instrument governing Indebtedness or other instrument Capital Stock of a Person acquired by UK Holdco the Company or any of its Restricted Subsidiary which was Subsidiaries as in existence effect at the time of such acquisition or at (except to the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed extent such Indebtedness was incurred in connection with the acquisition of assets from such Person (but not created or in contemplation thereofof such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (e) customary non-assignment provisions in leases and licenses entered into in the ordinary course of business and consistent with past practices, (f) purchase money obligations for property acquired or in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property or assets so assumed;
acquired, (5g) contracts or agreements any agreement for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to or an agreement entered into for the sale asset that restricts distributions by that Restricted Subsidiary or disposition of all or substantially all the Capital Stock or assets transfers of such Restricted Subsidiary;
asset pending its sale, (6h) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced (whether or not such prior agreements remain outstanding), (i) secured by a Lien that is Indebtedness otherwise permitted to be Incurred incurred pursuant to Sections 7.2 and 7.7 the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets securing such Indebtedness;
, (7j) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business, (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
business and (8) customary provisions l) the Senior Credit Facility as in joint ventureeffect from time to time, operating or other similar agreementsprovided that the restrictions contained therein shall be no more restrictive, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations taken as a whole, than those contained in the ordinary course of business that impose restrictions of the nature described Senior Credit Facility as in clause (c) of this Section 7.4 effect on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, that such restrictions apply only to such Receivables Subsidiary;Issue Date.
Appears in 2 contracts
Sources: Indenture (Sun Medical Technologies Inc /Ca/), Indenture (Prime Medical Services Inc /Tx/)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Issuer shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco the Issuer or any of the its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; profits or (ii) pay any Indebtedness owed to UK Holdco the Issuer or any of the its Restricted Subsidiaries;
(b) make loans or advances to UK Holdco the Issuer or any of the its Restricted Subsidiaries; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco the Issuer or any of the its Restricted Subsidiaries; , except in each case for such encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Issue Date, including pursuant to this Agreement, Hedging Obligations and the other documents relating to the Transactions;
(2) this AgreementIndenture, the Loan DocumentsGuarantees, the Senior Secured Notes, any additional notes permitted to be Incurred under Securities or the Senior Secured Notes Indenture and, in each case, any guarantees thereofSecurity Documents;
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument relating to Indebtedness of a Person acquired by UK Holdco the Issuer or any Restricted Subsidiary which that was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereofthereof or to provide all or any portion of the funds or guarantees utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or the property or assets so assumedacquired;
(5) contracts or agreements for the sale of assets, including customary restrictions any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted SubsidiarySubsidiary pending the closing of such sale or disposition;
(6) documents relating to any Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 4.03 and 7.7 that limit 4.13, which restrictions are restrictions on the right transfer of the debtor to dispose of the assets securing such Secured Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint ventureventure agreements, operating or collaboration agreements, intellectual property licenses and other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into ordinary course of such transactionbusiness;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquiredbusiness;
(10) customary provisions contained in leases, licenses, contracts licenses and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreementbusiness;
(11) other Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; Guarantor, provided, that such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date under Section 4.03;
(12) any Permitted Investment (to the extent such encumbrance or restriction was not made in contemplation of such Permitted Investment and was in existence on the date of such Permitted Investment); or
(13) any encumbrances or restrictions apply only of the type referred to in clauses (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 (12) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, no more restrictive with respect to such Receivables Subsidiary;dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on other Capital Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness Incurred by the Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 1 contract
Sources: Indenture (Vivus Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Company shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco the Company or any of the its Restricted Subsidiaries (1) on its Capital Stock Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco the Company or any of the its Restricted Subsidiaries;
(b) make loans or advances to UK Holdco the Company or any of the its Restricted Subsidiaries; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco the Company or any of the its Restricted Subsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Issue Date, including pursuant to this Agreement, Hedging Obligations the Credit Agreement and the other documents relating to the TransactionsCredit Agreement Documents;
(2) this Agreement, Indenture and the Loan Documents, the Senior Secured Notes, Securities (and any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any Exchange Securities and guarantees thereof);
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument relating to Indebtedness of a Person acquired by UK Holdco the Company or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereofthereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or the property or assets so assumedacquired;
(5) contracts or agreements for the sale of assets, including customary restrictions any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all assets or substantially all the Capital Stock or assets stock (including by way of merger) of such Restricted SubsidiarySubsidiary pending the closing of such sale or disposition;
(6) Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 4.03 and 7.7 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or venture agreements and ancillary agreements entered into in connection therewith and other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into ordinary course of such transactionbusiness;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described discussed in clause (c) of this Section 7.4 above on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts licenses and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 above on the property subject to such lease, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary;
(12) other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the Company (i) that is a Guarantor that is Incurred subsequent to the Issue Date pursuant to Section 4.03 or (ii) that is Incurred by a Foreign Subsidiary of the Company subsequent to the Issue Date pursuant to clause (iv), (xi) or (xix) of Section 4.03(b);
(13) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or
(14) any encumbrances or restrictions of the type referred to in clauses (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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Company or a Restricted Subsidiary of the Company 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
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will Holdings and the Borrower shall not, and will shall not permit any of the Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco Holdings or any of the its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco Holdings or any of the its Restricted Subsidiaries;
(b) make loans or advances to UK Holdco Holdings or any of the its Restricted Subsidiaries; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco Holdings or any of the its Restricted Subsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of:
(1i) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Date pursuant to (x) the First Lien Credit Agreement, (y) the Second Lien Notes and (z) pursuant to any other agreement in effect on the Closing Date, including pursuant to this Agreement, Hedging Obligations and the other documents relating to the Transactions;
(2ii) this Agreement, the Loan Collateral Documents, the Senior Secured NotesIntercreditor Agreement, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any and guarantees thereof;
(3iii) applicable law or any applicable rule, regulation or order;
(4iv) any agreement or other instrument of a Person acquired by UK Holdco Holdings or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired acquired; provided that such encumbrance or restriction does not adversely affect the property or assets so assumedBorrower’s ability to make interest and principal payments on the Loans;
(5v) contracts or agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary;
(6) Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 and 7.7 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7vi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) vii) customary provisions in joint venture, operating or other similar agreements, asset sale venture agreements and stock sale agreements entered into in connection with the entering into ordinary course of such transactionbusiness;
(9viii) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business (and permitted under the Collateral Documents) that impose restrictions of the nature described discussed in clause (c) of this Section 7.4 above on the property so acquired;
(10ix) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 above on the property subject to such lease, license, contract or agreement;
(11x) [reserved];
(xi) other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of Holdings that is Incurred subsequent to the Closing Date pursuant to Section 3; provided that such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Borrower’s ability to make anticipated principal or interest payment on the Loans (as determined by the Borrower in good faith);
(xii) any encumbrance Restricted Investment not prohibited by Section 4 and any Permitted Investment;
(xiii) Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 3 and 11 that limit the right of the debtor to dispose of the assets securing such Indebtedness; and
(xiv) any encumbrances or restriction restrictions of a Receivables Subsidiary effected the type referred to in connection with a Qualified Receivables Financingclauses (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 (i) through (xiii) above; provided, provided that such restrictions apply only amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive as a whole with respect to such Receivables Subsidiary;dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 5, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Borrower or a Restricted Subsidiary of the Borrower to other Indebtedness Incurred by the Borrower or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 1 contract
Sources: Third Lien Credit Agreement (Delta Tucker Holdings, Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco (a) Premier will not, and will not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i1) pay dividends or make any other distributions to UK Holdco or any of the Restricted Subsidiaries (1) on its Capital Stock to Premier or (2) any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits; , or (ii) pay any Indebtedness owed to UK Holdco Premier or any of the its Restricted Subsidiaries;
(b2) make loans or advances to UK Holdco Premier or any of the its Restricted Subsidiaries; or
(c3) sell, lease or transfer any of its properties or assets to UK Holdco Premier or any of the its Restricted Subsidiaries; except .
(b) The restrictions in each case for such Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances the Notes, this Indenture, the Collateral Documents, the Rank Intercreditor Agreement or restrictions in effect or entered into or existing on the Closing Date, including pursuant to this any FF&E Intercreditor Agreement, Hedging Obligations and the other documents relating to the Transactions;
(2) this Agreementapplicable law, the Loan Documents, the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereof;
(3) applicable law or any applicable rule, regulation or order;
(3) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business;
(4) any agreement instrument governing Indebtedness or other instrument Capital Stock of a Person acquired by UK Holdco Premier or any of its Restricted Subsidiary which was Subsidiaries as in existence effect at the time of such acquisition (except to the extent such Indebtedness or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed Capital Stock was incurred in connection with the acquisition of assets from such Person (but not created or in contemplation thereofof such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or acquired; PROVIDED that, in the property or assets so assumedcase of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;
(5) contracts purchase money obligations or agreements capital lease obligations for FF&E that impose restrictions on the sale FF&E purchased or leased of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an the nature described in clause (3) of the preceding paragraph; or
(6) any agreement entered into for the sale or other disposition of all a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or substantially all the Capital Stock or assets of such Restricted Subsidiaryother disposition;
(67) Permitted Refinancing Indebtedness; PROVIDED, that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness secured by are not materially more restrictive, taken as a Lien that is otherwise whole, than those contained in the agreements governing the Indebtedness being refinanced;
(8) Liens permitted to be Incurred pursuant to Sections 7.2 and 7.7 incurred under the provisions of Section 4.13 hereof that limit the right of the debtor to dispose of the assets securing subject to such IndebtednessLiens;
(79) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business with the approval of Premier's Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; and
(10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, that such restrictions apply only to such Receivables Subsidiary;.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will Hexion shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco Hexion or any of the its Restricted Subsidiaries (1) on its Capital Stock Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco Hexion or any of the its Restricted Subsidiaries;
(b) make loans or advances to UK Holdco Hexion or any of the its Restricted Subsidiaries; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco Hexion or any of the its Restricted Subsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Issue Date, including pursuant to this Agreementthe Existing First Lien Notes Indenture, Hedging Obligations the ABL Facility, the Senior Credit Documents, the Existing Debentures, the Existing Junior Priority Notes and the other documents relating to the Transactionsguarantees thereof;
(2) this Indenture, the Notes (and any Exchange Notes and guarantees thereof), the Security Documents, the First Lien Intercreditor Agreement, the Loan Documents, ABL Intercreditor Agreement and the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereofExisting Junior Priority Intercreditor Agreements;
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument of a Person acquired by UK Holdco Hexion or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereofthereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the PersonPerson or its Subsidiaries, or the property or assets of the Person and or its Subsidiaries, so acquired or the property or assets so assumedacquired;
(5) contracts or agreements for the sale of assets, including customary restrictions any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted SubsidiarySubsidiary pending the closing of such sale or disposition;
(6) Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 4.03 and 7.7 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or venture agreements and other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into ordinary course of such transactionbusiness;
(9) purchase money obligations or Capitalized Lease Obligations, in each case for property so acquired and Capitalized Lease Obligations or leased in the ordinary course of business that impose restrictions of the nature described discussed in clause (c) of this Section 7.4 above on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts leases and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described nature discussed in clause (c) of this Section 7.4 above on the property subject to such lease, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary;
Appears in 1 contract
Sources: Indenture (Hexion Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco (a) The Company will not, and will not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco or any of the Restricted Subsidiaries (1) on its Capital Stock to the Company or (2) any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits; , or (ii) pay any Indebtedness owed to UK Holdco the Company or any of the its Restricted Subsidiaries;
(bii) make loans or advances to UK Holdco the Company or any of the its Restricted Subsidiaries; or
(ciii) sell, lease or transfer any of its properties or assets to UK Holdco the Company or any of the its Restricted Subsidiaries; except in each case for such .
(b) The preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect (x) pursuant to the Credit Agreement or entered into related documents or existing (y) on the Closing Issue Date, including including, without limitation, pursuant to this Agreement, Hedging Obligations Existing Indebtedness and the other documents relating to the Transactionsrelated documentation;
(2) this AgreementIndenture, the Loan Documents, Notes and the Senior Secured Notes, Guarantees (including any additional notes permitted Exchange Notes with respect to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereofand related Guarantees);
(3) purchase money obligations or other obligations described in Section 4.03(b)(iv) (but not subject to the dollar limit in Section 4.03(b)(iv)) for property acquired in the ordinary course of business that in each case impose restrictions of the nature discussed in clause (a)(iii) of this Section 4.03 on the property so acquired;
(4) applicable law or any applicable rule, regulation or order;
(45) any agreement or other instrument of a Person acquired by UK Holdco the Company or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in connection therewith or in contemplation thereofthereof or to provide all or a portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or the property or assets so assumedacquired;
(56) contracts or agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all the assets, including Capital Stock or assets of such Restricted Subsidiarya Subsidiary otherwise permitted under this Indenture;
(67) Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred incurred pursuant to Sections 7.2 4.03 and 7.7 4.12 that limit limits the right of the debtor to dispose of the assets securing such Indebtedness;
(7) 8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) 9) customary provisions in joint venture, operating or venture agreements and other similar agreements, asset sale agreements and stock sale agreements in connection with the entering entered into of such transaction;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquiredbusiness;
(10) customary provisions contained in leases, licensessubleases, contracts licenses or asset sale agreements and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreementagreements;
(11) customary restrictions pursuant to agreements governing Indebtedness incurred by any encumbrance Foreign Subsidiary of the Company pursuant to Section 4.03; and
(12) any encumbrances or restriction restrictions of a Receivables Subsidiary effected the type referred to in connection with a Qualified Receivables FinancingSection 4.05(a) 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 (11) of this Section 4.05(b); provided, however, that the encumbrances or restrictions imposed by such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company’s Board of Directors, not materially less favorable to the holders of the Notes than encumbrances and restrictions apply only to contained in such Receivables Subsidiary;predecessor agreements.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Company shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
: (a) (i) pay dividends or make any other distributions to UK Holdco the Company or any of the its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; , or (ii) pay any Indebtedness owed to UK Holdco the Company or any of the its Restricted Subsidiaries;
; (b) make loans or advances to UK Holdco the Company or any of the its Restricted Subsidiaries; or
or (c) sell, lease or transfer any of its properties or assets to UK Holdco the Company or any of the its Restricted Subsidiaries; Subsidiaries except in each case for such encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Date, including pursuant to this Agreement, Hedging Obligations the Credit Agreement and the other documents relating to the TransactionsSenior Credit Documents;
(2) this Agreement, Indenture and the Loan Documents, the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereofSecurities;
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument relating to Indebtedness of a Person acquired by UK Holdco the Company or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereofthereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or the property or assets so assumedacquired;
(5) contracts or agreements for the sale of assets, including customary restrictions any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted SubsidiarySubsidiary pending the closing of such sale or disposition;
(6) Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 4.03 and 7.7 4.08 hereof that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or venture agreements and other similar agreements, asset sale agreements and stock sale agreements in connection with the entering entered into of such transaction;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquiredbusiness;
(109) customary provisions contained in leases, licenses, contracts agreements to provide services and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) above;
(10) other Indebtedness of this Restricted Subsidiaries permitted to be Incurred subsequent to the Closing Date pursuant to clause (xii) of Section 7.4 on the property subject to such lease4.03(b) hereof, license, contract or agreement;or
(11) any encumbrance encumbrances or restriction restrictions of a Receivables Subsidiary effected the type referred to in connection with a Qualified Receivables Financingclauses (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 (10) above; provided, provided that such restrictions apply only amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors, no more restrictive with respect to such Receivables Subsidiary;dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Issuer shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco the Issuer or any of the its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco the Issuer or any of the its Restricted Subsidiaries;
(b) make loans or advances to UK Holdco the Issuer or any of the its Restricted Subsidiaries; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco the Issuer or any of the its Restricted Subsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Issue Date, including pursuant to this the Credit Agreement, Hedging Obligations other Senior Credit Documents and the other documents relating to the TransactionsSenior Subordinated Bridge Loan Facility;
(2) this Agreement, Indenture and the Loan Documents, the Senior Secured Notes, Notes (and any additional notes permitted to be Incurred under the Senior Secured Exchange Notes Indenture and, in each case, any guarantees and Guarantees thereof);
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument of a Person acquired by UK Holdco the Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or the property or assets so assumedacquired;
(5) contracts or agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed 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 Restricted Subsidiary;
(6) Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 Section 4.03 and 7.7 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers customers, suppliers or other vendors under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or venture agreements and other similar agreements, asset sale agreements and stock sale (including customary provisions in agreements in connection with the entering into of such transactionrelating to any Joint Venture);
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described discussed in clause (cSection 4.05(c) of this Section 7.4 on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (cSection 4.05(c) of this Section 7.4 on the property subject to such lease, license, contract or agreement;
(11) other Indebtedness, Disqualified Stock or Preferred Stock of any encumbrance or restriction Restricted Subsidiary of a Receivables Subsidiary effected in connection with a Qualified Receivables Financingthe Issuer that is Incurred subsequent to the Issue Date and permitted pursuant to Section 4.03; provided, provided that such encumbrances and restrictions apply only contained in any agreement or instrument shall not materially affect the Issuer’s ability to make anticipated principal or interest payments on the Notes (as determined in good faith by senior management or the Board of Directors of the Issuer); and
(12) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) of this Section 4.05 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 (11) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of senior management or the Board of Directors of the Issuer, no more restrictive as a whole with respect to such Receivables Subsidiary;encumbrances and restrictions 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, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common Capital Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness Incurred by the Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Company shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco the Company or any of the its Restricted Subsidiaries (1) on its Capital Stock Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco the Company or any of the its Restricted Subsidiaries;
(b) make loans or advances to UK Holdco the Company or any of the its Restricted Subsidiaries; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco the Company or any of the its Restricted Subsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Issue Date, including pursuant to this Agreement, Hedging Obligations a Credit Agreement and the other documents relating to Senior Credit Documents, the TransactionsSenior Lien Intercreditor Agreement, the First-Priority Intercreditor Agreement, the First-Lien Intercreditor Agreement, the Existing Notes, the indentures governing the Existing Notes and the guarantees thereof;
(2) this AgreementIndenture, the Loan DocumentsSecurities (and any Exchange Securities and Note Guaranties thereof), the Senior Secured Notes, any additional notes permitted to be Incurred under Security Documents and the Senior Secured Notes Indenture and, in each case, any guarantees thereofIntercreditor Agreement;
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument relating to Indebtedness of a Person acquired by UK Holdco the Company or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereofthereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the PersonPerson and its subsidiaries, or the property or assets of the Person and its Subsidiariessubsidiaries, so acquired or the property or assets so assumedacquired;
(5) contracts or agreements for the sale of assets, including customary restrictions any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted SubsidiarySubsidiary pending the closing of such sale or disposition;
(6) Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 4B.03 and 7.7 4B.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or venture agreements and other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into ordinary course of such transactionbusiness;
(9) purchase money obligations or Capitalized Lease Obligations, in each case for property so acquired and Capitalized Lease Obligations or leased in the ordinary course of business that impose restrictions of the nature described discussed in clause (c) of this Section 7.4 above on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts licenses and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 above on the property subject to such lease, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary;
(12) other Indebtedness, Disqualified Stock or Preferred Stock of (i) of the Company or any Restricted Subsidiary of the Company that is Finance Co. or a Guarantor that is Incurred subsequent to the Issue Date pursuant to Section 4B.03 or (ii) that is Incurred by any Restricted Subsidiary of the Company that is not a Guarantor subsequent to the Issue Date pursuant to Section 4B.03;
(13) any Restricted Investment not prohibited by Section 4B.04 or any Permitted Investment; or
(14) any encumbrances or restrictions of the type referred to in clauses (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 (13) above; provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4B.05, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Company or a Restricted Subsidiary of the Company 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 (Verso Paper Holdings LLC)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Issuer shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco the Issuer or any of the its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; profits or (ii) pay any Indebtedness owed to UK Holdco the Issuer or any of the its Restricted Subsidiaries;
(b) make loans or advances to UK Holdco the Issuer or any of the its Restricted Subsidiaries; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco the Issuer or any of the its Restricted Subsidiaries; , except in each case for such encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Issue Date, including pursuant to this Agreement, Hedging Obligations and the other documents relating to the Transactions;
(2) this AgreementIndenture, the Loan DocumentsGuarantees, the Senior Secured NotesSecurities, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereofSecurity Documents or the Intercreditor Agreements;
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument relating to Indebtedness or Capital Stock of a Person acquired by UK Holdco the Issuer or any Restricted Subsidiary which that was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereofthereof or to provide all or any portion of the funds or guarantees utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or the property or assets so assumedacquired;
(5) contracts or agreements for the sale of assets, including customary restrictions any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted SubsidiarySubsidiary pending the closing of such sale or disposition;
(6) documents relating to Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 4.03 and 7.7 that limit 4.11, which restrictions are restrictions on the right transfer of the debtor to dispose of the assets securing such Secured Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint ventureventure agreements, operating or collaboration agreements, intellectual property licenses and other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into ordinary course of such transactionbusiness;
(9) purchase money obligations for property acquired and acquired, Capitalized Lease Obligations and Bank Products Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquiredbusiness;
(10) customary provisions contained in leases, licenses, contracts licenses and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreementbusiness;
(11) other Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary of the Issuer so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuer’s ability to make anticipated principal or interest payments on the Securities (as determined in good faith by the Issuer), provided that such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date under Section 4.03;
(12) any Permitted Investment (to the extent such encumbrance or restriction was not made in contemplation of a Receivables Subsidiary effected such Permitted Investment and were in connection with a Qualified Receivables Financingexistence on the date of such Permitted Investment); providedor
(13) any encumbrances or restrictions of the type referred to in clauses (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 (12) above; provided that such restrictions apply only amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, no more restrictive with respect to such Receivables Subsidiary;dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on other Capital Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness Incurred by the Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 1 contract
Sources: Indenture (Quotient LTD)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will (a) The Company shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco or any of the Restricted Subsidiaries (1) on its Capital Stock to the Company or (2) any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits; , or (ii) pay any Indebtedness owed to UK Holdco the Company or any of the its Restricted Subsidiaries;
(bii) make loans or advances to UK Holdco the Company or any of the its Restricted Subsidiaries; or
(ciii) sell, lease or transfer any of its properties or assets to UK Holdco the Company or any of the its Restricted Subsidiaries; except .
(b) The restrictions in each case for such Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1i) contractual encumbrances or restrictions in effect (x) pursuant to the Credit Agreement or entered into or existing related documents as in effect on the Closing Issue Date or (y) on the Issue Date, including including, without limitation, pursuant to this Agreement, Hedging Obligations Existing Indebtedness and the other documents relating to the Transactionsrelated documentation;
(2ii) this AgreementIndenture, the Loan Documents, Notes and the Senior Secured Notes, related Guarantees (including any additional notes permitted Exchange Notes issued with respect to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereofand related Guarantees);
(3iii) purchase money obligations or other obligations described in Section 4.09(b)(iv) for property acquired in the ordinary course of business that in each case impose restrictions of the nature discussed in Section 4.08(a)(iii) on the property so acquired;
(iv) applicable law or any applicable rule, regulation or order;
(4v) any agreement or other instrument of a Person acquired by UK Holdco the Company or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in connection therewith or in contemplation thereofthereof or to provide all or a portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or the property or assets so assumedacquired;
(5vi) contracts or agreements for the sale of assets, including including, without limitation, customary restrictions with respect to a Restricted Subsidiary imposed 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 Restricted Subsidiary;
(6vii) Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred incurred pursuant to Sections 7.2 Section 4.09 and 7.7 Section 4.12 that limit limits the right of the debtor to dispose of the assets securing such Indebtedness;
(7viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) ix) other Indebtedness or Preferred Stock of the Company or any Guarantor, in each case, that is incurred subsequent to the Issue Date pursuant to Section 4.09;
(x) customary provisions in joint venture, operating or other similar agreements, asset sale venture agreements and stock sale agreements in connection with the entering into of such transaction;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business business;
(including leases xi) customary provisions contained in leases, subleases, licenses or licenses of intellectual propertyasset sale agreements and other agreements;
(xii) that impose any encumbrances or restrictions of the type described referred to in clause Section 4.08(a) (ci), (ii) and (iii) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in this Section 7.4 on the property subject to such lease, license, contract or agreement;
4.08(b)(i) through (11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financingxi); provided, that the encumbrances or restrictions imposed by such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company’s Board of Directors, not materially less favorable to the Holders than encumbrances and restrictions apply only contained in such predecessor agreements and do not materially affect the Company’s and Guarantors’ ability, taken as a whole, to make payments of interest and scheduled payments of principal in respect of such Receivables Subsidiary;Notes, in each case, as and when due; provided further, however, that with respect to agreements existing on the Issue Date, any refinancings or amendments thereof contain such encumbrances or restrictions that are not materially less favorable to the Holders than the encumbrances or restrictions contained in such agreements as in effect on the Issue Date; and
(xiii) Indebtedness incurred pursuant to Section 4.09(b)(xviii).
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco Parent will not, and will not permit any of the Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause permit to become effective any consensual encumbrance or consensual restriction on the ability of any of the Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to:
(a) (i1) pay dividends or make any other distributions on its Capital Stock to UK Holdco Parent or any of the Restricted Subsidiaries (1) on its Capital Stock Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits; , or (ii) pay any Indebtedness owed to UK Holdco Parent or any of the Restricted Subsidiaries;
(b2) make loans or advances to UK Holdco Parent or any of the Restricted Subsidiaries; or
(c3) sell, lease or transfer any of its properties or assets to UK Holdco Parent or any of the Restricted Subsidiaries; except in each case for such . However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions agreements governing Existing Indebtedness as in effect or entered into or existing on the Closing Issue Date, including pursuant to this Agreement, Hedging Obligations and the other documents relating to the Transactions;
(2) this Agreementrestrictions contained in, the Loan Documentsor in respect of, the Senior Secured Notes, any additional notes Hedging Obligations permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereofby this Indenture;
(3) this Indenture, the Collateral Agreements, the Notes and Note Guarantees;
(4) applicable law or any applicable law, rule, regulation or order;
(45) any agreement instrument governing Indebtedness or other instrument Capital Stock of a Person acquired by UK Holdco Parent or any of the Restricted Subsidiary which was Subsidiaries as in existence effect at the time of such acquisition (except to the extent such Indebtedness or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed Capital Stock was Incurred in connection with the acquisition of assets from such Person (but not created or in contemplation thereofof such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or acquired; provided that, in the property or assets so assumed;
(5) contracts or agreements for case of Indebtedness, such Indebtedness was permitted by the sale terms of assets, including customary restrictions with respect this Indenture to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiarybe Incurred;
(6) Indebtedness secured customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business;
(7) purchase money obligations for property acquired in the ordinary course of business, mortgage financings and Capital Lease Obligations that impose restrictions on the property purchased or mortgaged or leased of the nature described in clause (3) of the preceding paragraph;
(8) any agreement for the sale or other disposition of the Capital Stock or all or substantially all of the assets of any Restricted Subsidiary that restricts distributions by a Lien that is otherwise Restricted Subsidiary pending the sale or other disposition;
(9) Liens permitted to be Incurred pursuant to Sections 7.2 and 7.7 under Section 4.09 ("Liens") that limit the right of the debtor to dispose of the assets securing subject to such IndebtednessLiens;
(710) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business;
(8) customary provisions 12) any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in joint ventureclauses (1), operating (3) and (5) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Parent, not materially more restrictive with respect to such encumbrance and other similar agreementsrestrictions taken as a whole than those prior to such amendment, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreement;
(1113) any encumbrance or restriction (other than any encumbrance or restriction applying to any Subsidiary of a Receivables Subsidiary effected the Company) contained in connection with a Qualified Receivables Financingthe terms of any Indebtedness that is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.08 ("Incurrence of Indebtedness and Issuance of Preferred Stock") or any agreement pursuant to which such Indebtedness was issued; providedprovided that, that at the time such Indebtedness is Incurred, such encumbrance or restriction is customary for financings of the same type, and such restrictions apply only would not reasonably be expected to such Receivables Subsidiary;materially impair the Company's ability to make scheduled payments of interest and principal on the Notes when due or Parent's ability to make payment under its Note Guarantee, as determined in good faith by a Financial Officer of Parent.
Appears in 1 contract
Sources: Indenture (Ocean Rig UDW Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will Holdings shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco Holdings or any of the its Restricted Subsidiaries (1) on its Capital Stock Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco Holdings or any of the its Restricted Subsidiaries;
(b) make loans or advances to UK Holdco Holdings or any of the its Restricted Subsidiaries; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco Holdings or any of the its Restricted Subsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Issue Date, including pursuant to this Agreement, Hedging Obligations the Credit Agreement and the other documents relating to the TransactionsSenior Credit Documents;
(2) this AgreementIndenture, the Loan DocumentsSecurities, the Senior Secured Notes, any additional notes permitted Subordinated Notes and the indenture relating to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereofSubordinated Notes;
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument relating to Indebtedness of a Person acquired by UK Holdco Holdings or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereofthereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or the property or assets so assumedacquired;
(5) contracts or agreements for the sale of assets, including customary restrictions any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted SubsidiarySubsidiary pending the closing of such sale or disposition;
(6) Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 4.03 and 7.7 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or venture agreements and other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into ordinary course of such transactionbusiness;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described discussed in clause (c) of this Section 7.4 above on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts leases and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 above on the property subject to such lease, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary;
(12) other Indebtedness of any Restricted Subsidiary of Holdings (i) that is the Company or a Guarantor that is Incurred subsequent to the Issue Date pursuant to Section 4.03 or (ii) that is Incurred by a Foreign Subsidiary of Holdings subsequent to the Issue Date pursuant to clauses (iv), (xii) or (xx) of Section 4.03(b); or
(13) any encumbrances or restrictions of the type referred to in clauses (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 (12) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Indenture (Nalco Energy Services Equatorial Guinea LLC)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Company shall not, and will shall not cause or permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor of the Company to:
: (a) (i) pay dividends or make any other distributions to UK Holdco on or any in respect of the Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profitsStock; or (ii) pay any Indebtedness owed to UK Holdco or any of the Restricted Subsidiaries;
(b) make loans or advances or pay any Indebtedness or other obligation owed to UK Holdco the Company or any other Restricted Subsidiary of the Restricted SubsidiariesCompany; or
or (c) sell, lease or transfer any of its properties property or assets to UK Holdco the Company or any other Restricted Subsidiary of the Restricted Subsidiaries; Company, except in each case for such encumbrances or restrictions existing under or by reason of:
: (1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Date, including pursuant to this Agreement, Hedging Obligations and the other documents relating to the Transactions;
applicable law; (2) this Agreement, the Loan Documents, the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereof;
Indenture; (3) applicable law non-assignment provisions of any contract or any applicable rule, regulation or order;
lease of any Restricted Subsidiary of the Company entered into in the ordinary course of business; (4) any agreement or other instrument of a Person acquired by UK Holdco or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereof)governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, Person or the property properties or assets of the Person and its Subsidiaries, so acquired or the property or assets so assumed;
acquired; (5) contracts the New Credit Facility; (6) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (8) restrictions imposed by any agreement to sell assets or agreements for Capital Stock permitted under this Indenture to any Person pending the sale closing of assets, including such sale; (9) any agreement or instrument governing Capital Stock of any Person that is acquired; (10) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (11) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Issue Date or permitted to be issued or incurred under this Indenture; provided that any such restrictions are ordinary and customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale type of Indebtedness being incurred or disposition of all or substantially all Preferred Stock being issued (under the Capital Stock or assets of such Restricted Subsidiary;
relevant circumstances); (6) Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 and 7.7 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(712) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
; and (8) customary provisions 13) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in joint ventureclauses (1) through (l2) above; provided that such amendments, operating modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company's Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose payment restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject prior to such leaseamendment, licensemodification, contract restatement, renewal, increase, supplement, refunding, replacement or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, that such restrictions apply only to such Receivables Subsidiary;refinancing.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Borrower shall not, and will shall not cause or permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a of the Borrower or a Guarantor to:
: (a) (i) pay dividends or make any other distributions to UK Holdco on or any in respect of the Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profitsStock; or (ii) pay any Indebtedness owed to UK Holdco or any of the Restricted Subsidiaries;
(b) make loans or advances or pay any Indebtedness or other obligation owed to UK Holdco the Borrower; or any of the Restricted Subsidiaries; or
(c) sell, lease or transfer any of its properties property or assets to UK Holdco or any of the Restricted Subsidiaries; except in each case Borrower, except, with respect to clauses (a), (b) and (c), for such encumbrances or restrictions existing under or by reason of:
: (1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Date, including pursuant to this Agreement, Hedging Obligations and the other documents relating to the Transactions;
applicable law; (2) this Agreement, the Loan Documents, the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereof;
; (3) applicable law non-assignment provisions of any contract or any applicable rule, regulation or order;
lease of any Restricted Subsidiary of the Borrower entered into in the ordinary course of business; (4) any agreement or other instrument of a Person acquired by UK Holdco or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereof)governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, Person or the property properties or assets of the Person and its Subsidiaries, so acquired or the property or assets so assumed;
acquired; (5) contracts the TransDigm Credit Agreement as in effect on the Closing Date and the TransDigm Indenture or agreements for the sale of assetsany amendments, including modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that any restrictions imposed pursuant to any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are ordinary and customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for syndicated bank loans or high yield debt securities, as applicable (and in each case under the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary;
relevant circumstances); (6) Indebtedness secured agreements existing on the Closing Date to the extent and in the manner such agreements are in effect on the Closing Date; (7) restrictions on the transfer of assets subject to any Lien permitted under this Agreement imposed by a Lien the holder of such Lien; (8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Agreement to any Person pending the closing of such sale; (9) any agreement or instrument governing Capital Stock of any Person that is otherwise acquired; (10) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (11) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Closing Date or permitted to be Incurred pursuant issued or incurred under this Agreement; provided that any such restrictions are ordinary and customary with respect to Sections 7.2 and 7.7 that limit the right type of Indebtedness being incurred or Preferred Stock being issued (under the debtor to dispose of the assets securing such Indebtedness;
relevant circumstances); (712) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
; and (8) customary provisions 13) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in joint ventureclauses (1) through (4) and (6) through (12) above; provided that such amendments, operating modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose payment restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject prior to such leaseamendment, licensemodification, contract restatement, renewal, increase, supplement, refunding, replacement or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, that such restrictions apply only to such Receivables Subsidiary;refinancing.
Appears in 1 contract
Sources: Loan Agreement (TransDigm Group INC)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Company shall not, and will shall not permit any Restricted Subsidiary that is not a Borrower or a Guarantor of its Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
to (a) (ia)(i) pay dividends or make any other distributions to UK Holdco the Company or any of the Restricted its Subsidiaries (1A) on its Capital Stock or (2B) with respect to any other interest or participation in, or measured by, its profits; profits or (ii) pay any Indebtedness indebtedness owed to UK Holdco the Company or any of the Restricted its Subsidiaries;
, (b) make loans or advances to UK Holdco the Company or any of the Restricted Subsidiaries; or
its Subsidiaries or (c) sell, lease or transfer any of its properties or assets to UK Holdco the Company or any of the Restricted its Subsidiaries; , except in each case for such encumbrances or restrictions existing under or by reason of:
reasons of (1i) contractual encumbrances or restrictions Existing Indebtedness as in effect or entered into or existing on the Closing Issue Date, including pursuant to (ii) this AgreementIndenture, Hedging Obligations the Notes, the MFOC Indenture and the other documents relating to the Transactions;
(2) this Agreement, the Loan Documents, the Senior Secured MFOC Notes, any additional notes permitted to be Incurred under (iii) the Senior Secured Notes Indenture andCredit Facility, in each case, any guarantees thereof;
(3iv) applicable law or any applicable rulelaw, regulation or order;
(4v) any agreement instrument governing Indebtedness or other instrument Capital Stock of a Person acquired by UK Holdco the Company or any Restricted Subsidiary which was of its Subsidiaries as in existence effect at the time of such acquisition or at (except to the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed extent such Indebtedness was incurred in connection with the acquisition of assets from such Person (but not created or in contemplation thereofof such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or acquired, provided that, in the property or assets so assumed;
(5) contracts or agreements for case of Indebtedness, such Indebtedness was permitted by the sale terms of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary;
(6) Indebtedness secured by a Lien that is otherwise permitted this Indenture to be Incurred pursuant to Sections 7.2 and 7.7 that limit the right incurred, (vi) by reason of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts customary non-assignment provisions in leases entered into in the ordinary course of business;
business and consistent with past practices, (8) customary provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(9vii) purchase money obligations or Capital Lease Obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (cv) of this Section 7.4 above on the property so acquired;
, (10viii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced; (ix) customary restrictions imposed on the transfer of copyrighted or patented materials and customary provisions contained in leases, licenses, contracts and other similar agreements entered into in that restrict the ordinary course assignees of business such agreements or any rights thereunder or (including leases or licenses of intellectual propertyx) that impose restrictions with respect to a Subsidiary of the type described in clause (c) Company imposed pursuant to a binding agreement relating to the sale or disposition of this Section 7.4 on all or substantially all of the property subject to Capital Stock or assets or such lease, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, that such restrictions apply only to such Receivables Subsidiary;.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Company shall not, and will shall not permit any Restricted Subsidiary that is not a Borrower or a Guarantor of its Subsidiaries to, directly or indirectly indirectly, create or otherwise cause permit to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco or any of the Restricted Subsidiaries (1) on its Capital Stock to the Company or (2) any of its Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits; , or (ii) pay any Indebtedness owed to UK Holdco the Company or any of the Restricted its Subsidiaries;
(b) make loans or advances to UK Holdco the Company or any of the Restricted its Subsidiaries; or
(c) sell, lease or transfer any of its their respective properties or assets to UK Holdco the Company or any of its Subsidiaries. However, the Restricted Subsidiaries; except in each case for such restrictions above shall not apply to encumbrances or restrictions existing under or by reason of:
(1i) contractual encumbrances or restrictions in effect or entered into or existing on this Indenture, the Closing DateNotes, including pursuant to this Agreement, Hedging Obligations and the other Collateral Documents or any of the documents relating to governing the TransactionsLiquidity Facility or the Junior Notes;
(2ii) this Agreement, the Loan Documents, the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereofapplicable law;
(3) applicable law or any applicable rule, regulation or order;
(4iii) any agreement instrument governing Indebtedness or other instrument Capital Stock of a Person acquired by UK Holdco the Company or any Restricted Subsidiary which was of its Subsidiaries as in existence effect at the time of such the acquisition or at (except to the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed extent that Indebtedness was incurred in connection with the acquisition of assets from such Person (but not created or in contemplation thereofof the acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or acquired, provided, that in the property or assets so assumedcase of Indebtedness, the Indebtedness was permitted by the terms of this Indenture to be incurred;
(5iv) customary non-assignment provisions in leases and other contracts entered into in the ordinary course of business;
(v) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (c) of the preceding paragraph;
(vi) any restriction or agreements encumbrance contained in contracts for the sale of assetsassets permitted by this Indenture, including customary provided, that such restrictions with respect or encumbrances relate only to a Restricted Subsidiary imposed the assets being sold pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiarythese contracts;
(6vii) Liens securing Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 and 7.7 that limit the right of the debtor to dispose of the assets securing such Indebtedness;subject to the Lien; and
(7viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, that such restrictions apply only to such Receivables Subsidiary;.
Appears in 1 contract
Sources: Indenture (Komag Inc /De/)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Borrower shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco the Borrower or any of the its Restricted Subsidiaries (1) on its Capital Stock Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco the Borrower or any of the its Restricted Subsidiaries;
(b) make loans or advances to UK Holdco the Borrower or any of the its Restricted Subsidiaries; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco the Borrower or any of the its Restricted Subsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Date, including pursuant to this Agreement, Hedging Obligations the Credit Agreements and the other documents relating to Senior Credit Documents, the Transactionsexisting notes of Intelsat Sub Holdco, the Existing Holdings Notes and the Lockheed Note;
(2) the Backstop Credit Facilities, this Agreement, Agreement and the Loan Documents, the Senior Secured Notes, Loans and any additional notes permitted to be Incurred under the Senior Secured Exchange Notes Indenture (and, in each case, any guarantees thereof);
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument of a Person acquired by UK Holdco the Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or the property or assets so assumedacquired;
(5) contracts or agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed 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 Restricted Subsidiary;
(6) Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 10.1 and 7.7 10.8 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or venture agreements and other similar agreements, asset sale agreements and stock sale (including customary provisions in agreements in connection with the entering into of such transactionrelating to any Joint Venture);
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described discussed in clause (c) of this Section 7.4 above on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 above on the property subject to such lease, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables FinancingFinancing that, in the good faith judgment of the Borrower, are necessary or advisable in connection therewith; provided, however, that such restrictions apply only to such Receivables Subsidiary;
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Company shall not, and will shall not permit any Restricted Subsidiary that is not a Borrower or a Guarantor of its Subsidiaries to, directly or indirectly indirectly, create or otherwise cause to become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco the Company or any of the Restricted its Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; , or (ii) pay any Indebtedness owed to UK Holdco the Company or any of the Restricted its Subsidiaries;
(b) make loans or advances to UK Holdco the Company or any of the Restricted its Subsidiaries; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco the Company or any of the Restricted its Subsidiaries; except in each case EXCEPT for such encumbrances or restrictions existing as of the Closing Date or under or by reason of:
(1i) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Date, including pursuant to this Agreement, Hedging Obligations and the other documents relating to the TransactionsExisting Indebtedness;
(2ii) this Agreement, the Loan Documents, the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereofapplicable law;
(3) applicable law or any applicable rule, regulation or order;
(4iii) any agreement or other instrument of a Person acquired by UK Holdco or any Restricted Subsidiary which was governing Acquired Debt as in existence effect at the time of acquisition (except to the extent such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed Indebtedness was incurred in connection with the acquisition of assets from such Person (but not created with, or in contemplation thereofof, such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or the property or assets so assumed;
(5) contracts or agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary;
(6) Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 and 7.7 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquired;
(10iv) by reason of customary non-assignment provisions contained in leases, licenses, contracts and other similar agreements leases entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreementand consistent with past practices;
(11v) any encumbrance or restriction Indebtedness in respect of a Receivables Subsidiary effected Permitted Refinancing; PROVIDED that the restrictions contained in the agreements governing such Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being refinanced;
(vi) with respect to clause (iii) above, purchase money obligations for property acquired in the ordinary course of business, Vendor Indebtedness incurred in connection with a Qualified Receivables Financingthe purchase or lease of Telecommunications-Related Assets or performance bonds or similar security for performance which liens securing such obligations do not cover any asset other than the asset acquired or, in the case of performance bonds or similar security for performance, the assets associated with the Company's performance;
(vii) this Agreement and the Notes; providedor
(viii) in the case of clauses (i), (iii), (v) and (vii) above, any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; PROVIDED that such restrictions apply only amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive with respect to such Receivables Subsidiary;dividend and other payment restrictions than those contained in such instruments as in effect on the date of their incurrence or, if later, the Closing Date.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Company shall not, and will shall not permit any Restricted Subsidiary that is not a Borrower or a Guarantor of its Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
to (a) (ii)(a) pay dividends or make any other distributions to UK Holdco the Company or any of the Restricted its Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; , or (iib) pay any Indebtedness indebtedness owed to UK Holdco the Company or any of the Restricted its Subsidiaries;
, (bii) make loans or advances to UK Holdco the Company or any of the Restricted Subsidiaries; or
its Subsidiaries or (ciii) sell, lease or transfer any of its properties or assets to UK Holdco the Company or any of the Restricted its Subsidiaries; , except in each case for such encumbrances or restrictions existing under or by reason of:
of (1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Date, including pursuant to this Agreement, Hedging Obligations and the other documents relating to the Transactions;
(2) this Agreement, the Loan Documents, the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereof;
(3a) applicable law or any applicable rulelaw, regulation or order;
(4b) any agreement instrument governing Indebtedness or other instrument Capital Stock of a Person acquired by UK Holdco the Company or any Restricted Subsidiary which was of its Subsidiaries as in existence effect at the time of such acquisition or at (except to the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed extent such Indebtedness was incurred in connection with the acquisition of assets from such Person (but not created or in contemplation thereofof such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred by the Company or such Subsidiary, as applicable, at the property or assets so assumed;
(5) contracts or agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets time of such Restricted Subsidiary;
acquisition, (6c) Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 and 7.7 that limit the right reason of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts customary non-assignment provisions in leases entered into in the ordinary course of business;
business and consistent with past practices, (8) customary provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(9d) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (ciii) of this Section 7.4 above on the property so acquired;
, (10e) customary provisions Permitted Refinancing Indebtedness, provided that the restrictions contained in leasesthe agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced or (f) the Credit Agreement as in effect as of the date of this Indenture and any amendments, licensesmodifications, contracts restatements, renewals, increases, supplements, refundings, replacements and refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements and refinancings are no more restrictive with respect to such dividend and other similar agreements entered into payment restrictions than those contained in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of Credit Agreement as in effect on the type described in clause (c) date of this Section 7.4 on the property subject to such lease, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, that such restrictions apply only to such Receivables Subsidiary;Indenture.
Appears in 1 contract
Sources: Indenture (Luiginos Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Company shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco the Company or any of the its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco the Company or any of the its Restricted Subsidiaries;
(b) make loans or advances to UK Holdco the Company or any of the its Restricted Subsidiaries; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco the Company or any of the its Restricted Subsidiaries; , except in each case for such encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Issue Date, including pursuant to this the Credit Agreement, Hedging Obligations and the other documents relating to the Transactions;
(2) this AgreementIndenture, the Loan DocumentsSecurities (and any Exchange Securities and guarantees thereof), the Senior Secured Notes, any additional notes permitted to be Incurred under Guarantees and the Senior Secured Notes Indenture and, in each case, any guarantees thereofSecurity Documents;
(3) applicable law or any applicable rule, regulation regulation, order, approval, license, permit or ordersimilar restriction;
(4) any agreement or other instrument of a Person acquired by UK Holdco the Company or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or the property or assets so assumedacquired;
(5) contracts or agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary;
(6) Permitted Additional Pari Passu Obligations or any other Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 4.03 and 7.7 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or venture agreements and other similar agreements, asset sale agreements and stock sale agreements entered into (x) in connection the ordinary course of business or (y) with the entering into approval of the Company’s Board of Directors, which limitations are applicable only to the assets, property or Capital Stock that are the subject of such transactionagreements;
(9) purchase money obligations for property acquired acquired, construction loans for property constructed and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature type described in clause (c) of this Section 7.4 above on the property so acquired, constructed or leased;
(10) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 above on the property subject to such lease, license, contract or agreement;
(11) other Indebtedness, Disqualified Stock or Preferred Stock of any encumbrance or restriction of a Receivables Restricted Subsidiary effected in connection with a Qualified Receivables Financingthat is Incurred subsequent to the Issue Date pursuant to Section 4.03; provided, provided that such encumbrances and restrictions apply only contained in any agreement or instrument will not materially affect the Company’s ability to make anticipated principal or interest payment on the Securities (as determined by the Company in good faith);
(12) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment;
(13) customary provisions in agreements of the type described in the definition of “Hedging Obligations” permitted under this Indenture and entered into in the ordinary course of business;
(14) encumbrances and restrictions contained in contracts entered into in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary or the ability of the Company or such Restricted Subsidiary to realize such value, or to make any distributions relating to such Receivables Subsidiary;property or assets in each case in any material respect; and
(15) any encumbrances or restrictions of the type referred to in clauses (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 (14) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, not materially more restrictive as a whole with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on ordinary shares shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Company or a Restricted Subsidiary to other Indebtedness Incurred by the Company or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 1 contract
Sources: Indenture (TPC Group Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries that is not a Borrower or a Guarantor to, directly or indirectly indirectly, create or otherwise cause to become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco or any of the its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco or any of the its Restricted Subsidiaries;
(b) make loans or advances to UK Holdco or any of the its Restricted Subsidiaries; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco or any of the its Restricted Subsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Issue Date, including pursuant to this the Credit Agreement, Hedging Obligations and the any other documents relating to the Transactions;
(2) this AgreementIndenture, the Loan DocumentsSecurities, the Senior Secured Notes, Security Documents any additional notes Additional Securities permitted to be Incurred under the Senior Secured Notes this Indenture and, and in each case, case any guarantees thereof;
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument of a Person acquired by UK Holdco or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its Subsidiaries, other than the Person, or the property or assets of the Person and its Subsidiaries, so acquired or the property or assets so assumed;
(5) contracts or agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary;
(6) Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 Section 4.03 and 7.7 Section 4.11 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 above on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 above on the property subject to such lease, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary;
Appears in 1 contract
Sources: Indenture (Clarivate Analytics PLC)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will RYAM and the Company shall not, and will shall not permit any Restricted Material Subsidiary that is not a Borrower or a Guarantor to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of the Company or any Restricted Material Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco RYAM, the Company or any of the Restricted Subsidiaries Subsidiary (1) on its Capital Stock Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco or any of the Restricted Subsidiaries;or
(b) make loans or advances to UK Holdco RYAM, the Company or any Restricted Subsidiary that is a direct or indirect parent of the Restricted Subsidiaries; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco or any of the Restricted Subsidiariessuch Material Subsidiary; except in each case for such encumbrances or restrictions existing under or by reason of:
(1) (i) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Date, including Issue Date and (ii) contractual encumbrances or restrictions pursuant to this Agreement, Hedging Obligations the ABL Credit Agreement and the other documents relating to the Transactions;
(2) this Agreement, the Loan Documents, the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture ABL Credit Agreement Documents and, in each case, any guarantees thereofsimilar contractual encumbrances effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments;
(2) this Indenture, the Notes, the Guarantees or the Security Documents;
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument of a Person acquired by UK Holdco RYAM, the Company or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereofthereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, other than the Person, or the property or assets of the Person and its Subsidiaries, so acquired or the property or assets so assumedacquired;
(5) contracts or agreements for the sale of assets, including customary restrictions any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary;
(6) Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 Section 4.03 and 7.7 Section 4.12 that limit limits the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or venture agreements and other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into ordinary course of such transactionbusiness;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquiredbusiness;
(10) customary provisions contained in leases, licenses, contracts licenses and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreementbusiness;
(11) any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including without limitation, licenses of intellectual property) or other contracts;
(12) any encumbrance or restriction of a Receivables Securitization Subsidiary effected in connection with a Qualified Receivables Securitization Financing; provided, however, that such restrictions apply only to such Receivables Securitization Subsidiary;
(13) other Indebtedness, Disqualified Stock or Preferred Stock (a) of RYAM, the Company or any Restricted Subsidiary that is a Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Guarantor or a Foreign Subsidiary so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Company’s ability to make anticipated principal or interest payments on the Notes (as determined in good faith by the Company), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03;
(14) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or
(15) any encumbrances or restrictions of the type referred to in Section 4.05(a) or (b) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above and this clause (15); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to RYAM, the Company or a Restricted Subsidiary to other Indebtedness Incurred by RYAM, 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
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco (a) The Company will not, and will not permit any Restricted Subsidiary that is not a Borrower or a Guarantor to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(ai) (iA) pay dividends or make any other distributions to UK Holdco the Company or any of the its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; or (iiB) pay any Indebtedness owed to UK Holdco the Company or any of the its Restricted Subsidiaries;
(bii) make loans or advances to UK Holdco the Company or any of the its Restricted Subsidiaries; or
(ciii) sell, lease or transfer any of its properties or assets to UK Holdco the Company or any of the its Restricted Subsidiaries; except in each case for .
(b) Notwithstanding the foregoing, this Section 4.15 will not prohibit such encumbrances or restrictions existing under or by reason of:
(1i) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Issue Date, including pursuant to this the Credit Agreement, Hedging Obligations the other Senior Credit Documents and the other documents relating to the TransactionsConsultant Agreement;
(2ii) this Agreement, Indenture and the Loan Documents, the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereof;
(3iii) the Senior Indenture and the Senior Notes;
(iv) applicable law or any applicable rule, regulation or order;
(4v) any agreement or other instrument relating to Indebtedness of a Person acquired by UK Holdco the Company or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereofthereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or the property or assets so assumedacquired;
(5vi) contracts or agreements for the sale of assets, including customary restrictions any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted SubsidiarySubsidiary pending the closing of such sale or disposition;
(6vii) Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 4.10 and 7.7 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) ix) customary provisions in joint venture, operating or venture agreements and other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into ordinary course of such transactionbusiness;
(9x) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described discussed in clause (ca)(iii) of this Section 7.4 above on the property so acquired;
(10xi) customary provisions contained in leases, licenses, contracts leases and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (ca)(iii) of this Section 7.4 on the property subject to such lease, license, contract or agreementabove;
(11xii) other Indebtedness of Restricted Subsidiaries (A) that is Incurred subsequent to the Issue Date pursuant to Section 4.10 and either (x) the provisions relating to such encumbrances or restriction contained in such Indebtedness are not materially less favorable to the Issuers, taken as a whole, as determined by the Board of Directors of the Company in good faith, than the provisions contained in the Credit Agreement as in effect on the Issue Date or (y) any such encumbrance or restriction contained in such Indebtedness does not prohibit (except upon a default or event of a Receivables Subsidiary effected default thereunder) the payment of dividends or distributions in connection with a Qualified Receivables Financingan amount sufficient, as determined by the Board of Directors of the Company in good faith, to make scheduled payments of cash interest on the Notes when due (taking into account the resources of the Company at such time); or (B) that are Foreign Subsidiaries that is Incurred subsequent to the Issue Date pursuant to clause (v), (xiii) or (xx) of Section 4.10(b); or
(xiii) any encumbrances or restrictions of the type referred to in clauses (a)(i), (ii) and (iii) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided, however, that such restrictions apply only amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, not materially more restrictive with respect to such Receivables Subsidiary;dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will Except for the benefit of the Senior Indebtedness or the holders thereof, the Company shall not, and will shall not cause or permit any Restricted Subsidiary that is not a Borrower or a Guarantor of its Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective or enter into any agreement with any Person that would cause to become effective effective, any consensual encumbrance or consensual restriction of any kind, on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
of the Company to (a) (ia)(i) pay dividends dividends, in cash or otherwise, or make any other distributions to UK Holdco the Company or any of the Restricted its Subsidiaries (1A) on or in respect its Capital Stock or (2B) with respect to any other interest or participation in, or measured by, its profits; , or (ii) pay any Indebtedness owed to UK Holdco the Company or any of the Restricted its Subsidiaries;
, (b) make loans or advances to UK Holdco any Investment in the Company or any of the Restricted Subsidiaries; or
its Subsidiaries or (c) sell, lease or transfer any of its properties or assets to UK Holdco the Company or any of the Restricted its Subsidiaries; , except in each case for such encumbrances or restrictions existing under or by reason of:
of (1i) contractual encumbrances or restrictions in effect or agreements entered into or existing on with the Closing Dateprovider of Senior Indebtedness, including pursuant to this Agreement, Hedging Obligations and the other documents relating to the Transactions;
(2ii) this Agreement, the Loan Documents, the Senior Secured Notes, any additional notes permitted to be Incurred under and the Senior Secured Notes Indenture andSubsidiary Guarantees, (iii) customary non-assignment provisions in each caseleases, any guarantees thereof;
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or licenses and other instrument of a Person acquired by UK Holdco or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its Subsidiaries, other than the Person, or the property or assets of the Person and its Subsidiaries, so acquired or the property or assets so assumed;
(5) contracts or agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary;
(6) Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 and 7.7 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
, (8) customary provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(9iv) purchase money obligations Purchase Money Obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 above on the property so acquired;
, (10v) customary provisions contained in leases, licenses, contracts and other similar agreements restrictions with respect to a Subsidiary of the Company pursuant to an agreement that has been entered into in for the ordinary course sale or disposition of business (including leases all or licenses of intellectual property) that impose restrictions substantially all of the type described in clause (c) Capital Stock or assets of this Section 7.4 on such Subsidiary; provided, however, that any such restriction relates only to the property subject Capital Stock or assets being sold pursuant to such leaseagreement, license, contract or agreement;
and (11vi) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (i) through (vi), or in this clause (vi), provided that the terms and conditions of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; providedany such encumbrances or restrictions are no more restrictive than those under or pursuant to the agreement so extended, that such restrictions apply only to such Receivables Subsidiary;renewed, refinanced or replaced.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Borrower shall not, and will shall not permit any Restricted Subsidiary that is not a Borrower or a Guarantor of its Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
to (a) (i) pay dividends or make any other distributions to UK Holdco the Borrower or any of the Restricted its Subsidiaries (1) on its Capital Stock Interests or (2) with respect to any other interest or participation in, or interest measured by, its profits; or , (iib) pay any Indebtedness owed to UK Holdco the Borrower or any of the Restricted its Subsidiaries;
, (bc) make loans or advances to UK Holdco the Borrower or any of the Restricted Subsidiaries; or
its Subsidiaries or (cd) sell, lease or transfer any of its properties or assets to UK Holdco the Borrower or any of the Restricted its Subsidiaries; , except in each case for such encumbrances or restrictions existing under or by reason of:
of (1i) contractual encumbrances or restrictions in effect or entered into or existing on the Closing DateExisting Indebtedness, including pursuant to this Agreement, Hedging Obligations and the other documents relating to the Transactions;
(2ii) this Agreement, the Loan Documents, 1998 Note Purchase Agreement and the 1998 Fixed Rate Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereof;
(3iii) applicable law or any applicable rulelaw, regulation or order;
(4iv) any agreement instrument governing Indebtedness or other instrument Capital Interests of a Person acquired by UK Holdco the Borrower or any Restricted Subsidiary which was of its Subsidiaries as in existence effect at the time of such acquisition or at Acquisition (except to the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed extent such Indebtedness was incurred in connection with the acquisition of assets from such Person (but not created or in contemplation thereofof such Acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or acquired, provided that the property or assets so assumed;
(5) contracts or agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets Consolidated Cash Flow of such Restricted Subsidiary;
Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition was permitted by the terms of this Agreement, (6v) Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 and 7.7 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts customary non-assignment provisions in leases entered into in the ordinary course of business;
business and consistent with past practices, (8) customary provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(9vi) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (cd) of this Section 7.4 above on the property so acquired;
, (10vii) customary provisions Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in leases, licenses, contracts and other similar the agreements entered into governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the ordinary course agreements governing the Indebtedness being refinanced or (viii) other Indebtedness permitted to be incurred subsequent to the Effective Date pursuant to the provisions of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease8.05 hereof, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, provided that such restrictions apply only to such Receivables Subsidiary;are no more restrictive than those contained in this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Ferrellgas Partners Finance Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Issuer shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco the Issuer or any of the its Restricted Subsidiaries (1) on its Capital Stock Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco the Issuer or any of the its Restricted Subsidiaries;
(b) make loans or advances to UK Holdco the Issuer or any of the its Restricted Subsidiaries; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco the Issuer or any of the its Restricted Subsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Issue Date, the date of the Release and the Acquisition Date, including pursuant to this Agreement, Hedging Obligations the Credit Agreement and the other Senior Credit Documents, and pursuant to documents and agreements relating to the TransactionsExisting Holdings Notes and the Lockheed Note;
(2) this Agreement, Indenture and the Loan Documents, the Senior Secured Notes, Notes (and any additional notes permitted to be Incurred under the Senior Secured Exchange Notes Indenture and, in each case, any and guarantees thereof);
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument of a Person acquired by UK Holdco the Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or the property or assets so assumedacquired;
(5) contracts or agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed 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 Restricted Subsidiary;
(6) Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 4.03 and 7.7 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or venture agreements and other similar agreements, asset sale agreements and stock sale (including customary provisions in agreements in connection with the entering into of such transactionrelating to any Joint Venture);
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described discussed in clause (c) of this Section 7.4 above on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 above on the property subject to such lease, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables FinancingFinancing that, in the good faith judgment of the Issuer, are necessary or advisable in connection therewith; providedPROVIDED, HOWEVER, that such restrictions apply only to such Receivables Subsidiary;
Appears in 1 contract
Sources: Indenture (Intelsat LTD)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Company shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
: (a) (ia)(i) pay dividends or make any other distributions to UK Holdco the Company or any of the its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; , or (ii) pay any Indebtedness owed to UK Holdco the Company or any of the its Restricted Subsidiaries;
; (b) make loans or advances to UK Holdco the Company or any of the its Restricted Subsidiaries; or
or (c) sell, lease or transfer any of its properties or assets to UK Holdco the Company or any of the its Restricted Subsidiaries; Subsidiaries except in each case for such encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Date, including pursuant to this Agreement, Hedging Obligations the Credit Agreement and the other documents relating to the TransactionsSenior Credit Documents;
(2) this Agreement, Indenture and the Loan Documents, the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereofSecurities;
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument relating to Indebtedness of a Person acquired by UK Holdco the Company or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereofthereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or the property or assets so assumedacquired;
(5) contracts or agreements for the sale of assets, including customary restrictions any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted SubsidiarySubsidiary pending the closing of such sale or disposition;
(6) Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 4.03 and 7.7 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or venture agreements and other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into ordinary course of such transactionbusiness;
(9) customary provisions contained in leases and other similar agreements entered into in the ordinary course of business that impose restrictions of the type described in clause (c) above;
(10) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described discussed in clause (c) of this Section 7.4 above on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreement;; or
(11) any encumbrance encumbrances or restriction restrictions of a Receivables Subsidiary effected the type referred to in connection with a Qualified Receivables Financingclauses (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 (10) above; provided, provided that such restrictions apply only amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors, no more restrictive with respect to such Receivables Subsidiary;dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Indenture (Imperial Home Decor Group Holdings I LTD)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will notDirectly or indirectly, and will not permit any Restricted Subsidiary that is not a Borrower or a Guarantor to, directly or indirectly create or otherwise cause permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco or any of the Restricted Subsidiaries (1) on its Capital Stock to the Borrower or (2) any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits; , or (ii) pay any Indebtedness owed to UK Holdco the Borrower or any of the its Restricted Subsidiaries;
(b) make loans or advances to UK Holdco the Borrower or any of the its Restricted Subsidiaries; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco the Borrower or any of the its Restricted Subsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Date, including including, without limitation, pursuant to this Agreement, Hedging Obligations Existing Indebtedness or the Credit Agreement and the other documents relating to the Transactionsrelated documentation;
(2) this Agreement, the Loan Documents, Agreement and the Senior Secured Notes, any additional notes permitted to be Incurred under Subordinated Note Indenture and the Senior Secured Notes Indenture and, in each case, any guarantees thereofSubordinated Notes;
(3) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (c) above on the property so acquired;
(4) applicable law or any applicable rule, regulation or order;
(45) any agreement or other instrument of a Person acquired by UK Holdco the Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or the property or assets so assumedacquired;
(56) contracts or agreements for the sale of assets, including including, without limitation, customary restrictions with respect to a Restricted Subsidiary imposed 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 Restricted Subsidiary;
(67) secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred incurred pursuant to Sections 7.2 and 7.7 Section 6.01 that limit limits the right of the debtor to dispose of the assets securing such Indebtedness;
(7) 8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations other Indebtedness of Restricted Subsidiaries (i) that are Guarantors which Indebtedness is permitted to be incurred pursuant to an agreement entered into subsequent to the Closing Date in accordance with Section 6.01 or (ii) that are Foreign Subsidiaries which Indebtedness is incurred subsequent to the ordinary course of business that impose restrictions of the nature described in clause Closing Date pursuant to Sections 6.01(b)(iv), (cxi) of this Section 7.4 on the property so acquiredor (xix);
(10) customary provisions contained in leases, licenses, contracts joint venture agreements and other similar agreements entered into in the ordinary course of business business;
(including 11) customary provisions contained in leases or licenses of intellectual propertyproperty and other similar agreements entered into in the ordinary course of business;
(12) that impose customary provisions restricting subletting or assignment of any lease governing a leasehold interest; or
(13) customary provisions restricting assignment of any agreement entered into in the ordinary course of business;
(14) any encumbrances or restrictions of the type described referred to in clause clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of this Section 7.4 on the property subject contracts, instruments or obligations referred to in clauses (1), (2) and (5) above; PROVIDED that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower's Board of Directors, no more restrictive with respect to such leasedividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, licensemodification, contract restatement, renewal, increase, supplement, refunding, replacement or agreement;refinancing; or
(1115) any encumbrance or restriction of a Receivables Securitization Subsidiary effected in connection with a Qualified Receivables Securitization Financing; providedPROVIDED, HOWEVER, that such restrictions apply only to such Receivables Securitization Subsidiary;.
Appears in 1 contract
Sources: Loan Agreement (Celanese CORP)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Issuers shall not, and will shall not permit any Restricted Subsidiary that is not a Borrower or a Guarantor of their respective Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
to (a) (i) pay dividends or make any other distributions to UK Holdco Consoltex Group or any of the Restricted its Subsidiaries (1A) on its Capital Stock or (2B) with respect to any other interest or participation in, or measured by, its profits; , or (ii) pay any Indebtedness indebtedness owed to UK Holdco Consoltex Group or any of the Restricted its Subsidiaries;
, (b) make loans or advances to UK Holdco Consoltex Group or any of the Restricted Subsidiaries; or
its Subsidiaries or (c) sell, lease or transfer any of its properties or assets to UK Holdco Consoltex Group or any of the Restricted its Subsidiaries; , except in each case for such encumbrances or restrictions existing under or by reason of:
of (1i) contractual encumbrances agreements governing Senior Debt of the Issuers or restrictions any Guarantor, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, (ii) any encumbrance or restriction applicable to any Guarantor pursuant to an agreement in effect or entered into or existing on the Closing Datedate of this Indenture, including pursuant to (iii) this Agreement, Hedging Obligations Indenture and the other documents relating to the Transactions;
(2) this Agreement, the Loan Documents, the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereof;
(3iv) applicable law or any applicable rulelaw, regulation or order;
(4v) any agreement instrument governing Indebtedness or other instrument Capital Stock of a Person acquired by UK Holdco Consoltex Group or any Restricted Subsidiary which was of its Subsidiaries as in existence effect at the time of such acquisition or at (except to the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed extent such Indebtedness was incurred in connection with the acquisition of assets from such Person (but not created in contemplation thereofacquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or the property or assets so assumed;
(5) contracts or agreements for the sale of assetsacquired, including customary restrictions with respect to PROVIDED that, unless such Person is a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets Guarantor, EBDAIT of such Restricted Subsidiary;
Person is not taken into account in determining whether such acquisition was permitted by the terms of this Indenture, (6vi) Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 and 7.7 that limit the right reason of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary non-assignment provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts and other similar agreements leases entered into in the ordinary course of business and consistent with past practices, (including leases or licenses of intellectual propertyvii) that impose restrictions of the type described in with respect to clause (c) above, purchase money obligations for property acquired in the ordinary course of this Section 7.4 on business, or (viii) permitted Refinancing Indebtedness, PROVIDED that the property subject to restrictions contained in the agreements governing such lease, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected Refinancing Indebtedness are no more restrictive than those contained in connection with a Qualified Receivables Financing; provided, that such restrictions apply only to such Receivables Subsidiary;the agreements governing the Indebtedness being refinanced.
Appears in 1 contract
Sources: Indenture (Consoltex Inc/ Ca)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Company shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
: (a) (ii)(a) pay dividends or make any other distributions to UK Holdco the Company or any of the its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; , or (iib) pay any Indebtedness indebtedness owed to UK Holdco the Company or any of the its Restricted Subsidiaries;
, (bii) make loans or advances to UK Holdco the Company or any of the its Restricted Subsidiaries; or
Subsidiaries or (ciii) sell, lease or transfer any of its properties or assets to UK Holdco the Company or any of the its Restricted Subsidiaries; except in each case for such . However, the foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of:
of (1a) contractual encumbrances or restrictions Existing Indebtedness as in effect or entered into or existing on the Closing Datedate of the Indenture, including pursuant to this Agreement, Hedging Obligations (b) the Indenture and the other documents relating to the Transactions;
(2) this Agreement, the Loan Documents, the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereof;
(3c) applicable law or any applicable rulelaw, regulation or order;
(4d) any agreement instrument governing Indebtedness or other instrument Capital Stock of a Person acquired by UK Holdco the Company or any of its Restricted Subsidiary which was Subsidiaries as in existence effect at the time of such acquisition or at (except to the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed extent such Indebtedness was incurred in connection with the acquisition of assets from such Person (but not created or in contemplation thereofof such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the Indenture to be incurred, (e) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (f) purchase money obligations for property acquired or in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property or assets so assumed;
acquired, (5g) contracts or agreements any agreement for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for that restricts distributions by that Restricted Subsidiary pending its sale, (h) Permitted Refinancing Indebtedness, provided that the sale or disposition of all or substantially all restrictions contained in the Capital Stock or assets of agreements governing such Restricted Subsidiary;
Permitted Refinancing Indebtedness are no more restrictive, taken as a whole (6as determined in good faith by the Company), than those contained in the agreements governing the Indebtedness being refinanced, (i) secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred incurred pursuant to Sections 7.2 and 7.7 the provisions of the covenant described in Section 4.12 hereof that limit limits the right of the debtor to dispose of the assets securing such Indebtedness;
, (7j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business and (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, that such restrictions apply only to such Receivables Subsidiary;.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will (a) The Company shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco or any of the Restricted Subsidiaries (1) on its Capital Stock to the Company or (2) any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits; , or (ii) pay any Indebtedness owed to UK Holdco the Company or any of the its Restricted Subsidiaries;
(bii) make loans or advances to UK Holdco the Company or any of the its Restricted Subsidiaries; or
(ciii) sell, lease or transfer any of its properties or assets to UK Holdco the Company or any of the its Restricted Subsidiaries; except .
(b) The restrictions in each case for such Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1i) contractual encumbrances or restrictions in effect (x) pursuant to or entered into required by the Credit Agreement or existing related documents as in effect on the Closing Issue Date or (y) on the Issue Date, including including, without limitation, pursuant to this Agreement, Hedging Obligations Existing Indebtedness and the other documents relating to the Transactionsrelated documentation;
(2ii) this AgreementIndenture, the Loan Documents, Notes and the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereofrelated Guarantees;
(3iii) purchase money obligations or other obligations described in Section 4.09(b)(iv) for property acquired in the ordinary course of business that in each case impose restrictions of the nature discussed in Section 4.08(a)(iii) on the property so acquired;
(iv) applicable law or any applicable rule, regulation or order;
(4v) any agreement or other instrument of a Person acquired by UK Holdco the Company or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in connection therewith or in contemplation thereofthereof or to provide all or a portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or the property or assets so assumedacquired;
(5vi) contracts or agreements for the sale of assets, including including, without limitation, customary restrictions with respect to a Restricted Subsidiary imposed 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 Restricted Subsidiary;
(6vii) Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred incurred pursuant to Sections 7.2 Section 4.09 and 7.7 that limit the right of the debtor to dispose of the assets securing such IndebtednessSection 4.12;
(7viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) ix) Indebtedness or Preferred Stock of the Company or any Guarantor, in each case, that is incurred subsequent to the Issue Date pursuant to Section 4.09 or Indebtedness or Preferred Stock of the Company or any Restricted Subsidiary that is incurred subsequent to the Issue Date pursuant to clauses (ix), (xii), (xiii) and (xxii);
(x) customary provisions in joint venture, operating or other similar agreements, asset sale venture agreements and stock sale agreements in connection with the entering into of such transaction;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business business;
(including leases xi) nonassignment provisions contained in leases, subleases, licenses or licenses asset sale agreements and other agreements to the extent such provisions restrict the transfer of intellectual propertythe property or assets subject to such agreements;
(xii) that impose any encumbrances or restrictions of the type described referred to in clause Section 4.08(a) (ci), (ii) and (iii) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in this Section 7.4 on the property subject to such lease, license, contract or agreement;
4.08(b)(i) through (11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financingxi); provided, that the encumbrances or restrictions imposed by such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company’s Board of Directors, not materially less favorable to the Holders than encumbrances and restrictions apply only contained in such predecessor agreements and do not materially affect the Company’s and Guarantors’ ability, taken as a whole, to make payments of interest and scheduled payments of principal in respect of such Receivables Subsidiary;Notes, in each case, as and when due; provided further, however, that with respect to agreements existing on the Issue Date, any refinancings or amendments thereof contain such encumbrances or restrictions that are not materially less favorable to the Holders than the encumbrances or restrictions contained in such agreements as in effect on the Issue Date; and
(xiii) Indebtedness incurred pursuant to Section 4.09(b)(xvii) and (xviii).
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Issuers shall not, and will shall not permit any of their Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
to (a) (ii)(a) pay dividends or make any other distributions to UK Holdco the Issuers or any of the their Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; , or (iib) pay any Indebtedness indebtedness owed to UK Holdco the Issuers or any of the their Restricted Subsidiaries;
, (bii) make loans or advances to UK Holdco the Issuers or any of the their Restricted Subsidiaries; or
Subsidiaries or (ciii) sell, lease or transfer any of its properties or assets to UK Holdco the Issuers or any of the their Restricted Subsidiaries; , except in each case for such encumbrances or restrictions existing under or by reason of:
of (1a) contractual encumbrances or restrictions the Senior Credit Agreement as in effect on May 23, 1996, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or entered into or existing on the Closing Date, including pursuant to this Agreement, Hedging Obligations and the other documents relating to the Transactions;
(2) this Agreement, the Loan Documents, refinancings thereof that contain restrictions that are no more restrictive than those contained in the Senior Secured NotesCredit Agreement as in effect on May 23, 1996, (b) agreements existing and as in effect on May 23, 1996, (c) any additional notes instrument governing Indebtedness permitted to be Incurred under incurred pursuant to the Senior Secured Notes Indenture andterms of this Indenture, in each case, any guarantees thereof;
(3d) applicable law or any applicable rulelaw, regulation or order;
(4e) any agreement instrument governing Indebtedness or other instrument Capital Stock of a Person acquired by UK Holdco the Issuers or any of their Restricted Subsidiary which was Subsidiaries as in existence effect at the time of such acquisition or at (except to the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed extent such Indebtedness was incurred in connection with the acquisition of assets from such Person (but not created or in contemplation thereofof such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or the property or assets so assumed;
acquired, (5f) contracts or agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary;
(6) Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 and 7.7 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash non-assignment provisions in leases or other deposits or net worth imposed by customers under contracts agreements entered into in the ordinary course of business;
, (8) customary provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(9g) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (ciii) of this Section 7.4 above on the property so acquired;
, (10h) customary provisions any restriction or encumbrance contained in leases, licenses, contracts and other similar agreements entered into in for the ordinary course sale of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of assets permitted by this Section 7.4 on the property subject to such lease, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables FinancingIndenture; provided, provided that such restrictions apply relate only to the assets being sold pursuant to such Receivables Subsidiary;contracts and (i) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries that is not a Borrower or a Guarantor to, directly or indirectly indirectly, create or otherwise cause to become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco or any of the its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco or any of the its Restricted Subsidiaries;
(b) make loans or advances to UK Holdco or any of the its Restricted Subsidiaries; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco or any of the its Restricted Subsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Completion Date, including pursuant to this the Credit Agreement, the Existing Notes Indenture, the Unsecured Notes Indenture, Hedging Obligations and the any other documents relating to the Transactions;
(2) this AgreementIndenture, the Loan DocumentsSecurities, the Senior Secured Notes, Security Documents any additional notes Additional Securities permitted to be Incurred under the Senior Secured Notes this Indenture and, and in each case, case any guarantees thereof;
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument of a Person acquired by UK Holdco or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its Subsidiaries, other than the Person, or the property or assets of the Person and its Subsidiaries, so acquired or the property or assets so assumed;
(5) contracts or agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary;
(6) Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 Section 4.03 and 7.7 Section 4.11 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 above on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 above on the property subject to such lease, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary;
(12) other Indebtedness, Disqualified Stock or Preferred Stock of UK Holdco or any Restricted Subsidiary that is Incurred subsequent to the Completion Date pursuant to Section 4.03; provided that either (a) such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuer’s ability to make anticipated principal or interest payment on the Securities (as determined by the Issuer in good faith) or (b) such encumbrances and restrictions are not materially more restrictive, taken as a whole, than those contained in this Indenture (with respect to other indentures) or the Credit Agreement outstanding on the Completion Date (with respect to other credit agreements);
(13) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment;
(14) 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 UK Holdco or any Restricted Subsidiary thereof in any manner material to UK Holdco or any Restricted Subsidiary thereof;
(15) existing under, by reason of or with respect to Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the agreements governing that Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced (as determined by UK Holdco in good faith);
(16) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which UK Holdco or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of UK Holdco or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of UK Holdco or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary; and
(17) any encumbrances or restrictions of the type referred to in clauses (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 (16) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, not materially more restrictive as a whole with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to UK Holdco or a Restricted Subsidiary to other Indebtedness Incurred by UK Holdco 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 (CLARIVATE PLC)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will (a) The Company shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco the Company or any of the its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; or ;
(ii) pay any Indebtedness owed to UK Holdco the Company or any of the its Restricted Subsidiaries;
(biii) make loans or advances to UK Holdco the Company or any of the its Restricted Subsidiaries; or
(civ) sell, lease or transfer any of its properties or assets to UK Holdco the Company or any of the its Restricted Subsidiaries; except .
(b) The restrictions set forth in each case for such clause (a) above shall not apply to encumbrances or restrictions existing under or by reason of:
(1i) contractual encumbrances this Indenture, the Pledge Agreement or restrictions in effect or entered into or existing on the Closing Date, including pursuant to this Agreement, Hedging Obligations and the other documents relating to the TransactionsNotes;
(2ii) this Agreement, the Loan Documents, the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereofExisting Indebtedness;
(3iii) applicable law or any applicable rule, regulation or orderlaw;
(4iv) any agreement instrument governing Indebtedness or other instrument Capital Stock of a Person acquired by UK Holdco the Company or any of its Restricted Subsidiary which was Subsidiaries as in existence effect at the time of such acquisition or at (except to the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed extent such Indebtedness was incurred in connection with the acquisition of assets from such Person (but not created or in contemplation thereofof such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or the property or assets so assumedacquired;
(5v) contracts customary non-assignment provisions in leases or other agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for in the sale or disposition ordinary course of all or substantially all the Capital Stock or assets of such Restricted Subsidiarybusiness;
(6vi) Indebtedness secured by a Lien purchase money obligations for property acquired in the ordinary course of business that is otherwise permitted to be Incurred pursuant to Sections 7.2 and 7.7 that limit the right impose restrictions of the debtor to dispose of nature described in clause (iv) above on the assets securing property so acquired;
(vii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Refinanced Indebtedness;
(7viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with ix) secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.16 hereof that limits the entering into right of the debtor to dispose of the assets securing such transaction;Indebtedness; or
(9x) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course case of business clauses (i), (ii), (iv), (v), (vi), (vii), (viii) and (ix) above, any amendments, modifications, restatements, renewals, increases, supplements, modifications, restatements or refinancings thereof, provided that impose such amendments, modifications, restatements or refinancings are not materially more restrictive with respect to such dividend and other payment restrictions of the nature described than those contained in clause (c) of this Section 7.4 such instruments as in effect on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course date of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, that such restrictions apply only to such Receivables Subsidiary;their incurrence.
Appears in 1 contract
Sources: Indenture (Orbital Imaging Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Company shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco the Company or any of the its Restricted Subsidiaries (1) on its Capital Stock Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco the Company or any of the its Restricted Subsidiaries;
(b) make loans or advances to UK Holdco the Company or any of the its Restricted Subsidiaries; or;
(c) sell, lease or transfer any of its properties or assets to UK Holdco the Company or any of the its Restricted Subsidiaries; or
(d) in the case of Rexnord, make any payments with respect to the Securities; except in each case for such encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Issue Date, including pursuant to this Agreement, Hedging Obligations the Credit Agreement and the other documents relating to the TransactionsSenior Credit Documents;
(2) this Agreement, Indenture and the Loan Documents, Securities (and any Exchange Securities and guarantees thereof) and the indenture relating to the Senior Secured Notes, any additional notes permitted to be Incurred under Notes and the Senior Secured Notes Indenture and, in each case, (and any exchange Senior Notes and guarantees thereof);
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument relating to Indebtedness of a Person acquired by UK Holdco the Company or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereofthereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or the property or assets so assumedacquired;
(5) contracts or agreements for the sale of assets, including customary restrictions any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted SubsidiarySubsidiary pending the closing of such sale or disposition;
(6) Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 4.03 and 7.7 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or venture agreements and other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into ordinary course of such transactionbusiness;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described discussed in clause (c) of this Section 7.4 above on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts licenses and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 above on the property subject to such lease, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary;
(12) other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the Company (i) that is a Guarantor that is Incurred subsequent to the Issue Date pursuant to Section 4.03 or (ii) that is Incurred by a Foreign Subsidiary of the Company subsequent to the Issue Date pursuant to clause (iv), (xii) or (xx) of Section 4.03(b);
(13) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or
(14) any encumbrances or restrictions of the type referred to in clauses (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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.05, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Company or a Restricted Subsidiary of the Company 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 (Rexnord Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco The Company will not, and will not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
to (a) (ia)(i) pay dividends or make any other distributions to UK Holdco the Company or any of the its Restricted Subsidiaries (1A) on its Capital Stock or (2B) with respect to any other interest or participation in, or measured by, its profits; , or (ii) pay any Indebtedness owed to UK Holdco the Company or any of the its Restricted Subsidiaries;
, (b) make loans or advances to UK Holdco the Company or any of the its Restricted Subsidiaries; or
Subsidiaries or (c) sell, lease or transfer any of its properties or assets to UK Holdco the Company or any of the its Restricted Subsidiaries; except in each case for such . However, the foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of:
of (1a) contractual encumbrances or restrictions Existing Indebtedness as in effect or entered into or existing on the Closing Original Issuance Date, including pursuant to (b) the New Credit Facility as in effect as of the Original Issuance Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, (c) this Agreement, Hedging Obligations Indenture and the other documents relating to the Transactions;
(2) this Agreement, the Loan Documents, the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereof;
(3d) applicable law or and any applicable rule, regulation or order;
, (4e) any agreement or other instrument of a Person acquired by UK Holdco the Company or any of its Restricted Subsidiary which was Subsidiaries as in existence effect at the time of such acquisition or at (except to the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not extent created in contemplation thereofof such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (f) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (g) purchase money obligations for property acquired or in the ordinary course of business that impose restrictions of the nature described in clause (e) above on the property or assets so assumed;
acquired, (5h) contracts or agreements for the sale of assets, including including, without limitation, customary restrictions with respect to a Restricted Subsidiary imposed 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 Restricted Subsidiary;
, (6i) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are, in the good faith judgment of the Company'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 by a Lien that is Indebtedness otherwise permitted to be Incurred incurred pursuant to Sections 7.2 4.09 and 7.7 4.12 hereof that limit the right of the debtor to dispose of the assets securing such Indebtedness;
, (7k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
, (8) l) other Indebtedness or Disqualified Stock of Restricted Subsidiaries permitted to be incurred subsequent to the Original Issuance Date pursuant to the provisions of Section 4.09 50 hereof, (m) customary provisions in joint venture, operating or other similar agreements, asset sale venture agreements and stock sale agreements in connection with the entering into of such transaction;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business business, and (including leases or licenses of intellectual propertyn) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected created in connection with a Qualified any Receivables Financing; providedFacility that, that such restrictions apply only in the good faith determination of the board of directors of the Company, are necessary or advisable to effect such Receivables Subsidiary;Facility.
Appears in 1 contract
Sources: Indenture (Condor Systems Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Issuer shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor Party to:
(a) (i) pay dividends or make any other distributions to UK Holdco the Issuer or any of the Restricted Subsidiaries Parties (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco the Issuer or any of the Restricted SubsidiariesParties;
(b) make loans or advances to UK Holdco the Issuer or any of the Restricted SubsidiariesParties; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco the Issuer or any of the Restricted SubsidiariesParties; except in each case for such encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Issue Date, including pursuant to this Agreement, Hedging Obligations and the other documents relating to the Transactions;
(2) this Agreement, Indenture and the Loan Documents, the Senior Secured Notes, Notes and any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees Guarantees thereof;
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument of a Person acquired by UK Holdco the Issuer or any Restricted Subsidiary Party which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or the property or assets so assumedacquired;
(5) contracts or agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed 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 Restricted Subsidiary;
(6) Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 Section 4.03 and 7.7 Section 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers customers, suppliers or other vendors under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or venture agreements and other similar agreements, asset sale agreements and stock sale (including customary provisions in agreements in connection with the entering into of such transactionrelating to any Joint Venture);
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described discussed in clause (cSection 4.05(c) of this Section 7.4 on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (cSection 4.05(c) of this Section 7.4 on the property subject to such lease, license, contract or agreement;
(11) contractual encumbrances or restrictions pursuant to the Credit Agreement and the other Senior Credit Documents;
(12) other Indebtedness, Disqualified Stock or Preferred Stock of any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables FinancingRestricted Party that is Incurred subsequent to the Issue Date and permitted pursuant to Section 4.03; provided, provided that such encumbrances and restrictions apply only contained in any agreement or instrument shall not materially affect the Issuer’s ability to make anticipated principal or interest payments on the Notes (as determined in good faith by senior management or the Board of Directors of the Issuer); and
(13) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) of this Section 4.05 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 (12) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of senior management or the Board of Directors of the Issuer, no more restrictive as a whole with respect to such Receivables Subsidiary;encumbrances and restrictions 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, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common Capital Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Issuer or a Restricted Party to other Indebtedness Incurred by the Issuer or any such Restricted Party shall not be deemed a restriction on the ability to make loans or advances.
Appears in 1 contract
Sources: Indenture (Affinion Group, Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Issuer shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco the Issuer or any of the its Restricted Subsidiaries (1) on its Capital Stock Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco the Issuer or any of the its Restricted Subsidiaries;
(b) make loans or advances to UK Holdco the Issuer or any of the its Restricted Subsidiaries; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco the Issuer or any of the its Restricted Subsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Issue Date, including pursuant to this Agreement, Hedging Obligations the Credit Agreements and the other Senior Credit Documents, any Backstop Credit Facility, the New Intelsat ▇▇▇▇▇▇▇ Unsecured Credit Agreement, documents and agreements relating to the TransactionsSpecified Intercompany Agreements, the Existing Holdings Notes, the Outstanding ▇▇▇▇▇▇▇ Notes, the Existing Subsidiary Indebtedness, the Acquisition Notes, the Intelsat Bermuda Intercompany Loan and the Lockheed Note;
(2) this Agreement, Indenture and the Loan Documents, the Senior Secured Notes, Notes (and any additional notes permitted to be Incurred under the Senior Secured Exchange Notes Indenture and, in each case, any and guarantees thereof);
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument of a Person acquired by UK Holdco the Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or the property or assets so assumedacquired;
(5) contracts or agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed 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 Restricted Subsidiary;
(6) Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 4.03 and 7.7 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or venture agreements and other similar agreements, asset sale agreements and stock sale (including customary provisions in agreements in connection with the entering into of such transactionrelating to any Joint Venture);
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described discussed in clause (c) of this Section 7.4 above on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 above on the property subject to such lease, license, contract or agreement;
(11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables FinancingFinancing that, in the good faith judgment of the Issuer, are necessary or advisable in connection therewith; provided, however, that such restrictions apply only to such Receivables Subsidiary;
(12) agreements and instruments, including agreements and instruments governing Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the Issuer that is Incurred subsequent to the Issue Date and permitted pursuant to Section 4.03; provided that either (A) the provisions relating to such encumbrance or restriction contained in such agreements or instruments are no less favorable to the Issuer, taken as a whole, as determined by the Board of Directors of the Issuer in good faith, than the provisions contained in any Credit Agreement and the other Senior Credit Documents, any Backstop Credit Facility, the New Intelsat ▇▇▇▇▇▇▇ Unsecured Credit Agreement, the Intelsat Bermuda Intercompany Loan or in an indenture governing the Existing Holdings Notes, the Outstanding ▇▇▇▇▇▇▇ Notes, the Existing Subsidiary Indebtedness, the Acquisition Notes, the ▇▇▇▇▇▇▇ Guaranteed Notes, or the Notes, in each case, as in effect or entered into on the Issue Date or (B) such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuer’s ability to make anticipated principal or interest payments on the Notes (as determined by the Issuer in good faith);
(13) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or
(14) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) of this Section 4.05 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, no more restrictive as a whole with respect to such encumbrances and restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this covenant, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on ordinary shares shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness Incurred by the Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 1 contract
Sources: Indenture (Intelsat LTD)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco (a) The Company will not, and will not cause or permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i1) pay dividends or make any other distributions to UK Holdco or any of the Restricted Subsidiaries (1) distribution on its Capital Stock or Stock,
(2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco the Company or any of the other Restricted Subsidiaries;Subsidiary,
(b3) make loans or advances to UK Holdco any Investment in the Company or any of the other Restricted Subsidiaries; Subsidiary or
(c4) sell, lease or transfer any of its properties or assets to UK Holdco the Company or any of the other Restricted Subsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of:Subsidiary.
(b) However, paragraph (a) will not prohibit any
(1) contractual encumbrances encumbrance or restrictions restriction pursuant to an agreement (including the Credit Agreement and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings thereto) in effect or entered into or existing on the Closing Date, including pursuant to date of this Agreement, Hedging Obligations and the other documents relating to the TransactionsIndenture;
(2) encumbrance or restriction with respect to a Restricted Subsidiary that is not a Restricted Subsidiary of the Company on the date of this Agreement, the Loan Documents, the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture andIndenture, in each caseexistence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided that such encumbrances and restrictions are not applicable to the Company or any guarantees thereofRestricted Subsidiary or the properties or assets of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary;
(3) applicable law encumbrance or restriction pursuant to any applicable rule, regulation or orderagreement governing any Indebtedness permitted by clause (8) of the definition of Permitted Indebtedness as to the assets financed with the proceeds of such Indebtedness;
(4) encumbrance or restriction contained in any agreement Acquired Indebtedness or other instrument agreement of a Person any entity or related to assets acquired by UK Holdco or merged into or consolidated with the Company or any Restricted Subsidiary which was in existence at the time of Subsidiaries, so long as such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereof), which encumbrance or restriction (A) was not entered into in contemplation of the acquisition, merger or consolidation transaction, and (B) is not applicable to any Personperson, or the properties or assets of any Person and its Subsidiariesperson, other than the Personperson, or the property or assets of the Person and its Subsidiariesperson, so acquired or acquired, so long as the property or assets so assumedagreement containing such restriction does not violate any other provision of this Indenture;
(5) contracts encumbrance or agreements for the sale restriction existing under applicable law or any requirement of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiaryany regulatory body;
(6) Liens securing Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 and 7.7 incurred under the provisions of the covenant described in Section 4.12 hereof that limit the right of the debtor to dispose of the assets securing subject to such IndebtednessLiens;
(7) customary non-assignment provisions in leases, licenses or contracts;
(8) customary restrictions on cash contained in (A) asset sale agreements permitted to be incurred under Section 4.10 hereof that limit the transfer of such assets pending the closing of such sale and (B) any other agreement for the sale or other deposits disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or net worth other disposition;
(9) customary restrictions imposed by customers under contracts the terms of shareholders’, partnership, limited liability company or joint venture agreements entered into in the ordinary course of business;
(8) customary provisions in ; provided, however, that such restrictions do not apply to any Restricted Subsidiaries other than the applicable company, partnership, limited liability company or joint venture; and provided, operating or other similar agreementsfurther, asset sale agreements however, that such encumbrances and stock sale agreements in connection with restrictions may not materially impact the entering into of such transaction;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions ability of the nature described in clause (c) Company to permit payments on the Notes when due as required by the terms of this Section 7.4 on the property so acquiredIndenture;
(10) customary provisions restrictions contained in leases, licenses, contracts and any other similar agreements entered into credit or note facility or indenture governing debt of the Company or any Subsidiary Guarantor that are not (in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions view of the type described Board of Directors of the Company as expressed in clause (ca Board Resolution thereof) of this Section 7.4 on materially more restrictive, taken as a whole, than those contained in the property subject to such lease, license, contract or agreementCredit Agreement;
(11) any customary restrictions contained in Indebtedness of Foreign Subsidiaries permitted to be incurred pursuant to Section 4.09 hereof; and
(12) encumbrance or restriction under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (1) through (11), or in this clause (12), provided that the terms and conditions of a Receivables Subsidiary effected any such encumbrances or restrictions are no more restrictive in connection with a Qualified Receivables Financing; providedany material respect than those under or pursuant to the agreement evidencing the Indebtedness so extended, that such restrictions apply only to such Receivables Subsidiary;renewed, refinanced or replaced.
Appears in 1 contract
Sources: Indenture (Central Credit, LLC)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will (a) The Issuer shall not, and will shall not permit any of the Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a1) (iA) pay dividends or make any other distributions to UK Holdco the Issuer or any of the Restricted Subsidiaries (1i) on its Capital Stock or (2ii) with respect to any other interest or participation in, or measured by, its profits; or (iiB) pay any Indebtedness owed to UK Holdco the Issuer or any of the Restricted Subsidiaries;
(b2) make loans or advances to UK Holdco the Issuer or any of the Restricted Subsidiaries; or
(c3) sell, lease or transfer any of its properties or assets to UK Holdco the Issuer or any of the Restricted Subsidiaries; except in each case for such .
(b) Section 4.08(a) shall not apply to encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Issue Date, including pursuant to this Agreement, Hedging Obligations the Credit Agreement and the other documents relating to Credit Agreement Documents, the TransactionsExisting Senior Unsecured Notes Indentures, the Existing Senior Unsecured Notes, the Letter of Credit Facility and the guarantees thereof;
(2) this AgreementIndenture, the Loan Documents, Notes and the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereofNote Guarantees;
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument of a Person acquired by UK Holdco the Issuer or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereofthereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the PersonPerson or its Subsidiaries, or the property or assets of the Person and or its Subsidiaries, so acquired or the property or assets so assumedacquired;
(5) contracts or agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted SubsidiarySubsidiary pending the closing of such sale or disposition;
(6) Secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 4.09 and 7.7 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits (including escrowed funds) or net worth imposed by customers and franchisees under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or venture agreements and other similar agreements, asset sale agreements and stock sale agreements relating solely to such joint venture entered into in connection with the entering into ordinary course of such transactionbusiness;
(9) purchase money obligations and Financed Lease Obligations, in each case for property acquired and Capitalized Lease Obligations or leased in the ordinary course of business that impose restrictions of the nature described discussed in clause (c3) of this Section 7.4 4.08(a) above on the property so acquiredacquired or leased;
(10) customary provisions contained in leases, licenses, contracts licenses and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c3) of this Section 7.4 4.08(a) above on the property subject to such lease, license, contract or agreement;
(11) any encumbrance or restriction on a Special Purpose Securitization Subsidiary that, in the good faith judgment of a Receivables Subsidiary effected senior management or the Board of Directors of the Issuer, is reasonably required in connection with a Qualified Receivables Financingtherewith; provided, however, that such restrictions apply only to Special Purpose Securitization Subsidiaries;
(12) other Indebtedness or Disqualified Stock of the Issuer or any of its Restricted Subsidiaries or Preferred Stock of any Non-Guarantor Subsidiary that is Incurred subsequent to the Issue Date and permitted pursuant to Section 4.09; provided that such Receivables Subsidiary;encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuer’s ability to make anticipated principal or interest payments on the Notes (as determined in good faith by senior management or the Board of Directors of the Issuer); or
(13) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of Section 4.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses
(1) through (12) of this Section 4.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of senior management or the Board of Directors of the Issuer, no more restrictive with respect to such encumbrances and other restrictions taken as a whole than those contained in the encumbrances or other restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
(c) For purposes of determining compliance with this Section 4.08, (1) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (2) the subordination of loans or advances made to the Issuer or a Restricted Subsidiary to other Indebtedness Incurred by the Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 1 contract
Sources: Indenture (Realogy Group LLC)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Issuer shall not, and will shall not cause or permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor of the Issuer to:
(a) (i) pay dividends or make any other distributions to UK Holdco or any of the Restricted Subsidiaries (1) on its Capital Stock to the Issuer or (2) with respect to any other interest Restricted Subsidiary or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco the Issuer or any of the other Restricted SubsidiariesSubsidiary;
(b) make any loans or advances to UK Holdco to, or guarantee any Indebtedness of, the Issuer or any of the other Restricted Subsidiaries; Subsidiary, or
(c) sell, lease or transfer Transfer any of its properties or assets to UK Holdco the Issuer or any of the other Restricted Subsidiaries; except in each case for such encumbrances or restrictions existing under or by reason ofSubsidiary, except:
(1) contractual encumbrances any encumbrance or restrictions restriction pursuant to an agreement as in effect at or entered into or existing on the Closing Date, Issue Date (including pursuant to this Agreement, Hedging Obligations Second Supplemental Indenture and the other documents relating to Credit Facilities), as such encumbrance or restriction is in effect on the TransactionsIssue Date;
(2) any Lien permitted under this Agreement, Second Supplemental Indenture that restricts the Loan Documents, the Senior Secured Notes, any additional notes permitted Transfer of assets which are subject to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereofsuch Lien;
(3) applicable law or restrictions on the Transfer of assets imposed under any applicable rule, regulation or orderagreement to sell such assets permitted under this Second Supplemental Indenture pending the closing of such sale;
(4) any agreement or other instrument of a Person acquired by UK Holdco or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereof)governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, Person or the property or assets of the Person and its Subsidiaries, so acquired or the property or assets so assumedacquired;
(5) contracts or customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary;
(6) Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 and 7.7 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts similar agreements entered into in the ordinary course of businessbusiness that restrict the Transfer of ownership interests in or the payment of dividends or distributions from such partnership, limited liability company, joint venture or similar Person;
(8) customary provisions in joint venture, operating or other similar agreements, asset sale agreements 6) Purchase Money Indebtedness and stock sale agreements in connection with the entering into of such transaction;
(9) purchase money obligations for property acquired and Capitalized Capital Lease Obligations in the ordinary course incurred pursuant to clause (8) of business Section 4.09(b) that impose restrictions of the nature described in clause (c) of this Section 7.4 above on the assets acquired;
(7) any encumbrances or restrictions imposed by any amendments or Refinancings of the contracts, instruments or obligations referred to in clause (1), (4) or (6) above or clause (11) below; provided that such amendments or Refinancings are, in the good faith judgment of the Board of Directors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or Refinancing;
(8) covenants to maintain net worth, total assets or liquidity and similar financial responsibility covenants under contracts with customers or suppliers in the ordinary course of business;
(9) any such encumbrance or restriction consisting of customary provisions in leases governing leasehold interests to the extent such provisions restrict the Transfer of the lease or the property so acquiredleased thereunder;
(10) customary provisions contained in leases, subleases, licenses, sublicenses and service contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on Issuer and the property subject to such lease, license, contract Restricted Subsidiaries between the Issuer or agreementany Restricted Subsidiary and its customers and other contracts restricting the assignment thereof;
(11) any encumbrance or restriction agreement as in effect at the time any Person becomes a Subsidiary of the Issuer; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary;
(12) any agreement with respect to Indebtedness of a Receivables Foreign Subsidiary effected in connection permitted under this Second Supplemental Indenture so long as such prohibitions or limitations are only with a Qualified Receivables Financing; providedrespect to the properties and revenues of such Subsidiary or any Subsidiary of such Foreign Subsidiary;
(13) indentures, that such agreements, notes, instruments and other documents governing Indebtedness permitted to be incurred under this Second Supplemental Indenture so long as the restrictions apply only imposed pursuant to such Receivables Subsidiary;Indebtedness are no more restrictive, taken as a whole, than those restrictions contained in the Credit Facilities on October 15, 2009; and
(14) any restriction imposed by applicable law, rule, regulation or order.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Company shall not, and will shall not permit any of its Restricted Subsidiary that is not a Borrower or a Guarantor Subsidiaries to, directly or indirectly indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco the Company or any of the its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; , or (ii) pay any Indebtedness owed to UK Holdco the Company or any of the its Restricted Subsidiaries;
(b) make loans or advances to UK Holdco the Company or any of the its Restricted Subsidiaries; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco the Company or any of the its Restricted Subsidiaries; except (in each case case) for such encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Issuance Date, including pursuant to this Agreement, Hedging Obligations the Credit Facility and the other documents relating to the Transactionsits related documentation;
(2) this Agreement, Indenture and the Loan Documents, the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture and, in each case, any guarantees thereof;
(3) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (c) above on the property so acquired;
(4) applicable law or any applicable rule, regulation or order;
(45) any agreement or other instrument of a Person acquired by UK Holdco the Company or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its SubsidiariesPerson, other than the Person, or the property or assets of the Person and its SubsidiariesPerson, so acquired or the property or assets so assumedacquired;
(56) contracts or agreements for the sale of assets, including including, without limitation customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that 108 has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary;
(67) secured Indebtedness secured by a Lien that is otherwise permitted to be Incurred incurred pursuant to Sections 7.2 1010 and 7.7 1011 hereof that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) 8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in other Indebtedness of Restricted Subsidiaries permitted to be incurred subsequent to the ordinary course Issuance Date pursuant to the provisions of business that impose restrictions of the nature described in clause (c) of this Section 7.4 on the property so acquired1010 hereof;
(10) customary provisions contained in leases, licenses, contracts joint venture agreements and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 on the property subject to such lease, license, contract or agreementbusiness;
(11) any encumbrance or restriction customary provisions contained in leases and other agreements entered into in the ordinary course of a Receivables Subsidiary effected business;
(12) restrictions created in connection with a Qualified any Receivables FinancingFacility that, in the good faith determination of the Board of Directors of the Company, are necessary or advisable to effect such Receivables Facility; providedor
(13) any encumbrances or restrictions of the type referred to in paragraphs (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 (12) above, provided that such restrictions apply only amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company's Board of Directors, no more restrictive with respect to such Receivables Subsidiary;dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 109
Appears in 1 contract
Sources: Indenture (Boyds Collection LTD)
Dividend and Other Payment Restrictions Affecting Subsidiaries. UK Holdco will The Company Borrower shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries that is not a Borrower or a Guarantor to, directly or indirectly create or otherwise cause to become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Borrower or a Guarantor to:
(a) (i) pay dividends or make any other distributions to UK Holdco the Company Borrower or any of the its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to UK Holdco the Company Borrower or any of the its Restricted Subsidiaries;
(b) make loans or advances to UK Holdco the Company Borrower or any of the its Restricted Subsidiaries; or
(c) sell, lease or transfer any of its properties or assets to UK Holdco the Company Borrower or any of the its Restricted Subsidiaries; except in each case for such encumbrances or restrictions existing under or by reason of:
(1) contractual encumbrances or restrictions in effect or entered into or existing on the Closing Date, including pursuant to this Agreement, the ABL Documents, Hedging Obligations and the other documents relating to the Transactions;
(2) this Agreement, the Loan Documents, the Senior Secured Notes, any additional notes permitted to be Incurred under the Senior Secured Notes Indenture ABL Documents and, in each case, any guarantees thereof;
(3) applicable law or any applicable rule, regulation or order;
(4) any agreement or other instrument of a Person acquired by UK Holdco the Company Borrower or any Restricted Subsidiary which was in existence at the time of such acquisition or at the time it merges with or into UK Holdco the Company Borrower or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person and its Subsidiaries, other than the Person, or the property or assets of the Person and its Subsidiaries, so acquired or the property or assets so assumed;
(5) contracts or agreements for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary;
(6) Indebtedness secured by a Lien that is otherwise permitted to be Incurred pursuant to Sections 7.2 6.1 and 7.7 6.6 that limit the right of the debtor to dispose of the assets securing such Indebtedness;
(7) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(8) customary and usual provisions in joint venture, operating or other similar agreements, asset sale agreements and stock sale agreements in connection with the entering into of such transaction;
(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature described in clause (c) of this Section 7.4 6.3 on the property so acquired;
(10) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business (including leases or licenses of intellectual property) that impose restrictions of the type described in clause (c) of this Section 7.4 6.3 on the property subject to such lease, license, contract or agreement;
(11) [Reserved];
(12) other Indebtedness, Disqualified Stock or Preferred Stock of any encumbrance Restricted Subsidiary of the Company Borrower that is Incurred subsequent to the Closing Date pursuant to Section 6.1; provided that either (A) such encumbrances and restrictions contained in any agreement or restriction instrument will not materially affect the Company Borrower’s ability to make anticipated principal or interest payment on the Loans (as determined by the Company Borrower in good faith) or (B) such encumbrances and restrictions are not materially more restrictive, taken as a whole, than those, in the case of encumbrances, outstanding on the Closing Date, and in the case of restrictions, contained in this Agreement;
(13) any Restricted Investment not prohibited by Section 6.2 and any Permitted Investment;
(14) 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 Borrower or any Restricted Subsidiary thereof in any manner material to the Company Borrower or any Restricted Subsidiary thereof;
(15) existing under, by reason of or with respect to Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the agreements governing that Refinancing Indebtedness are not materially more restrictive, taken as a Receivables Subsidiary effected whole, than those contained in connection with the agreements governing the Indebtedness being Refinanced;
(16) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Company Borrower or any of its Restricted Subsidiaries is a Qualified Receivables Financingparty entered into in the ordinary course of business; provided, provided that such agreement prohibits the encumbrance of solely the property or assets of the Company Borrower or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Company Borrower or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary;
(17) any encumbrances or restrictions apply only of the type referred to in clauses (a), (b) and (c) of this Section 6.3 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 (16) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company Borrower, not materially more restrictive as a whole with respect to such Receivables Subsidiary;dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 6.3, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Company Borrower or a Restricted Subsidiary of the Company Borrower to other Indebtedness Incurred by the Company Borrower or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 1 contract