Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) to: (a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (b) make loans or advances to the Company or any of its Restricted Subsidiaries; or (c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of: (1) Existing Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect on the Issue Date; (2) this Supplemental Indenture and the Notes; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred; (5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements entered into in the ordinary course of business and consistent with past practices; (6) 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; (7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition; (8) 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; (9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date; (13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and (14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 13 contracts
Sources: Eighth Supplemental Indenture (Cco Holdings LLC), Seventh Supplemental Indenture (Cco Holdings LLC), Indenture (Cco Holdings LLC)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the .
(b) The preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Supplemental Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Supplemental Indenture;
(2) this Supplemental Indenture Indenture, the Notes and the Notesrelated Guarantees;
(3) applicable law, rule, regulation or order;
(4) any agreement or instrument governing Indebtedness or Capital Stock of a Person acquired as in effect at the time of the acquisition by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition Person or the properties or assets of such Person (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements contracts and other commercial agreements leases entered into in the ordinary course of business and consistent with past practicesbusiness;
(6) construction loans and purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired constructed, purchased or leased of the nature described in clause (c) of the preceding paragraphSection 4.11(b)(4);
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 4.15 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 4.11;
(11) provisions with respect to limiting or prohibiting 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 or prohibition is applicable only to the assets that are the subject of such agreements;
(1112) any agreement or instrument governing Indebtedness permitted to be incurred under this Supplemental Indenture, provided that the terms and conditions of any such restrictions and encumbrances, taken as a whole, are not materially more restrictive than those contained in this Supplemental Indenture, taken as a whole; and
(13) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;.
(12c) restrictions contained For purposes of determining compliance with this Section 4.10, in the terms event that a restriction meets the criteria of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually one of the Credit Facilities as in effect on the Issue Date;
(13) categories of permitted restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 described in clauses (1) through (13) above; provided that , the Company will be permitted to classify such amendmentsrestriction on the date of its incurrence, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings arelater reclassify all or a portion of such item of Indebtedness, in the good faith judgment of the Issuers, not materially more restrictive taken as a whole any manner that complies with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingthis Section 4.10.
Appears in 5 contracts
Sources: Fifth Supplemental Indenture (Westlake Chemical Corp), Fourth Supplemental Indenture (Westlake Chemical Corp), Third Supplemental Indenture (Westlake Chemical Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(ai) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(bii) make loans or advances to the Company or any of its Restricted Subsidiaries;
(iii) pay any Indebtedness owed to the Company or any Restricted Subsidiary; or
(civ) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding .
(b) The restrictions in Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of:
(1i) agreements governing Existing Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2ii) this Supplemental Indenture Indenture, the Notes and the NotesNote Guarantees;
(3iii) applicable law, rule, regulation or orderorder or the applicable by-laws of the Company or any of its Restricted Subsidiaries as in effect on the date of this Indenture;
(4iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5v) customary non-assignment provisions in leases, franchise agreements contracts and other commercial agreements licenses entered into in the ordinary course of business and consistent with past practicesbusiness;
(6vi) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (civ) of the preceding paragraphSection 4.08(a) hereof;
(7vii) any agreement for the sale or other disposition of all or substantially all the stock or assets of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its the sale or other disposition;
(8) viii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9ix) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10x) customary provisions with respect relating to assets or properties in which the Company has Investments in joint ventures, provided that the Company was allowed to make such Investment pursuant to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notesthis Indenture; and
(14xi) 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 (1) through (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, customary provisions existing in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingdocumentation governing any Permitted Securitization.
Appears in 4 contracts
Sources: Indenture (Maxcom Telecommunications Inc), Indenture (Maxcom Telecommunications Inc), Indenture
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) to:
(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
(1) Existing Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect on the Issue Date;
(2) this Supplemental Indenture and the Notes;
(3) applicable law, rule, regulation or order;
(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
(6) 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;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) 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;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ' ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 4 contracts
Sources: Eighth Supplemental Indenture (Charter Communications, Inc. /Mo/), Sixth Supplemental Indenture (Charter Communications, Inc. /Mo/), Seventh Supplemental Indenture (Charter Communications, Inc. /Mo/)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to: (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
; (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding The foregoing restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
(1a) any agreement, including with respect to the Existing Indebtedness Indebtedness, as in effect on the Issue Date date of this Indenture (includingand all amendments thereto, without limitation, Indebtedness under any so long as such amendments are not disadvantageous to the holders of the Notes in any material respect);
(b) the Credit Facilities) Agreement and its related documentation as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, ; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, Credit Agreement as in effect on the Issue Datedate of this Indenture;
(2c) this Supplemental Indenture Indenture, the Notes, the Note Guarantees and the NotesExchange Notes and related Note Guarantees;
(3d) applicable law, statute, rule, regulation or governmental order;
(4e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition)) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such instruments at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5f) customary non-assignment provisions in leases, franchise agreements and other commercial agreements licenses or contracts entered into in the ordinary course of business and consistent with past practices;
(6g) 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 (ciii) of the preceding paragraphabove;
(7h) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition;
(8) i) 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;
(9j) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10k) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreementsagreements entered into in the ordinary course of business;
(11l) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;; and
(12m) restrictions contained any agreement entered into in connection with the terms incurrence of Indebtedness permitted to be incurred under Section 4.10; this Indenture, provided that such restrictions are no more restrictiveagreement, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are is not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance dividend and other payment restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingexisting as of the date of this Indenture.
Appears in 4 contracts
Sources: Indenture (Wci Communities Inc), Indenture (Communities Home Builders Inc), Indenture (Florida Lifestyle Management Co)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) to:
(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
(1) Existing Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect on the Issue Date;
(2) this Supplemental Indenture and the Notes;
(3) applicable law, rule, regulation or order;
(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
(6) 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;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) 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;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 4 contracts
Sources: First Supplemental Indenture (Charter Communications, Inc. /Mo/), Fourth Supplemental Indenture (Charter Communications, Inc. /Mo/), Third Supplemental Indenture (Charter Communications, Inc. /Mo/)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. .
(b) However, the preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, restatements, modifications, restatements, renewals, supplements, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such the amendments, restatements, modifications, restatements, renewals, supplements, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Date;
(2) this Supplemental Indenture Indenture, the Notes and the NotesNote Guarantees;
(3) applicable law, rule, regulation regulation, order, approval, permit or ordersimilar restriction;
(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leasescontracts, franchise agreements leases and other commercial agreements licenses (including, without limitation, licenses of intellectual property) entered into in the ordinary course of business and consistent with past practicesbusiness;
(6) purchase money obligations for property (including Capital Stock) acquired in the ordinary course of business business, Capital Lease Obligations and mortgage financings that impose restrictions on the property so acquired purchased or leased of the nature described in clause (c3) of the preceding paragraphSection 3.6(a) above;
(7) any agreement for the sale or other disposition of assets, including, without limitation, an agreement for the sale or other disposition of the Capital Stock or assets of a Restricted Subsidiary of the Company Subsidiary, that restricts distributions by such the applicable Restricted Subsidiary pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of this Section 4.14 3.5 that limit the right of the debtor to dispose of the assets subject to such Liens;
(10) provisions limiting the disposition or distribution of assets or property in, or transfer of Capital Stock of, joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into (a) in the ordinary course of business, consistent with past practice or (b) with the approval of the Company’s Board of Directors, which limitations are applicable only to the assets, property or Capital Stock that are the subject of such agreements;
(11) other Indebtedness of the Company or any of its Restricted Subsidiaries permitted to dispose be incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with Section 3.3; provided that the provisions relating to such encumbrance or restriction contained in such Indebtedness are not materially less favorable to the Company taken as a whole, as determined by the Board of Directors of the assets subject to such LienCompany in good faith, than the provisions contained in the Credit Agreement and in this Indenture as in effect on the Issue Date;
(1012) provisions the issuance of Preferred Stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with respect the terms thereof; provided that issuance of such Preferred Stock is permitted pursuant Section 3.3 and the terms of such Preferred Stock do not expressly restrict the ability of a Restricted Subsidiary to the disposition pay dividends or distribution of assets make any other distributions on its Capital Stock (other than requirements to pay dividends or property in joint venture liquidation preferences on such Preferred Stock prior to paying any dividends or making any other distributions on such other Capital Stock);
(13) supermajority voting requirements existing under corporate charters, bylaws, stockholders agreements and other similar documents and agreements;
(1114) customary provisions restricting subletting or assignment of any lease governing a leasehold interest;
(15) encumbrances or restrictions contained in Hedging Obligations permitted from time to time under this indenture; and
(16) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 3 contracts
Sources: Indenture (Mariner Energy Resources, Inc.), Indenture (Mariner Energy Inc), Indenture (Mariner Energy Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(ai) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness or other obligations owed to the Company or any of its Restricted Subsidiaries;
(bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. .
(b) However, the preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of:
(1i) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2ii) this Supplemental Indenture Indenture, the Notes and the NotesSubsidiary Guarantees;
(3iii) applicable law, rule, regulation or order;
(4iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5v) any restriction that restricts in a customary non-manner the subletting, assignment provisions in leasesor transfer of any property, franchise agreements and right or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other commercial agreements entered into in the ordinary course of business and consistent with past practicessimilar contract;
(6vi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (ciii) of the preceding paragraphSection 3.6(a) above;
(7vii) any agreement for the sale or other disposition of restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the Company that restricts distributions by direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending its the closing of such sale or other disposition;
(8) viii) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9ix) Liens encumbrances or restrictions in instruments evidencing Indebtedness of a Restricted Subsidiary incurred and outstanding on or prior to the date on which such Subsidiary was acquired by the Company; provided, however, that such encumbrances or restrictions are not created, incurred or assumed in connection with, or in contemplation of, such acquisition;
(x) Indebtedness permitted under this Indenture containing encumbrances or restrictions that taken as a whole are not materially more restrictive (as determined in good faith by the Board of Directors of the Company) than the encumbrances and restrictions otherwise contained in this Indenture;
(xi) encumbrances or restrictions contained in Hedging Obligations permitted from time to time under this Indenture;
(xii) encumbrances securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of the covenant described under Section 4.14 3.5 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10xiii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, agreements respecting Permitted Business Investments and other similar agreements;agreements entered into in the ordinary course of business; and
(11xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 3 contracts
Sources: Indenture (TexCal Energy (LP) LLC), Indenture (Venoco, Inc.), Indenture (Venoco, Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company (a) Regency Energy Partners shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Company Regency Energy Partners or any of its Restricted Subsidiaries, Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company Regency Energy Partners or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company Regency Energy Partners or any of its Restricted Subsidiaries; or
(c3) sell, lease or transfer any of its properties or assets to the Company Regency Energy Partners or any of its Restricted Subsidiaries. However, the preceding .
(b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) Existing Indebtedness agreements as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements or the Indebtedness to which they relate; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend dividend, distribution and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2) this Supplemental Indenture Indenture, the Notes and the NotesNote Guarantees;
(3) applicable law, rule, regulation or order;
(4) any instrument governing Indebtedness or Capital Stock Equity Interests of a Person acquired by the Company Regency Energy Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided provided, however, that, in the case of Indebtedness, such Indebtedness the incurrence thereof was otherwise permitted by the terms of this Supplemental Indenture to be incurredIndenture;
(5) customary non-assignment provisions in contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses or leases, franchise agreements and other commercial agreements in each case entered into in the ordinary course of business and consistent with past practicesbusiness;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (c3) of the preceding paragraphSection 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10) provisions with respect to limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreementsagreements entered into in the ordinary course of business;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;and
(13) restrictions that are not materially more restrictiveany instrument governing Indebtedness of an FERC Subsidiary, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect Indebtedness was otherwise permitted by this Indenture to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingbe incurred.
Appears in 3 contracts
Sources: First Supplemental Indenture (Regency Energy Partners LP), Fifth Supplemental Indenture (Regency Energy Partners LP), Third Supplemental Indenture (Regency Energy Partners LP)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
of (1a) Existing Indebtedness as in effect on the Issue Date date of this Indenture, (including, without limitation, Indebtedness under any b) the New Credit Facility as in effect as of the Credit Facilities) date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, New Credit Facility as in effect on the Issue Date;
date of this Indenture, (2c) this Supplemental Indenture and the Senior Notes;
, (3d) applicable law, rule, regulation or order;
(4e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
, (5f) by reason of customary non-assignment provisions in leases, franchise agreements and other commercial agreements licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business and consistent with past practices;
, (6g) 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 (ciii) of above on the preceding paragraph;
property so acquired, (7h) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
refinanced or (9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12i) restrictions contained in agreements for the sale or disposition of assets or of all of the capital stock of Subsidiaries that are otherwise in compliance with the terms of Indebtedness permitted this Indenture to be incurred under Section 4.10; provided that the extent such agreements contain restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement assets or refinancingthe Subsidiary sold or disposed of thereunder.
Appears in 3 contracts
Sources: Indenture (Varsity Spirit Corporation), Indenture (Riddell Sports Inc), Indenture (Riddell Sports Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary of its Restricted Subsidiaries the Company to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
; (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
of (1a) Existing Indebtedness as in effect on the Issue Date date hereof, (including, without limitation, Indebtedness under any b) the Revolving Credit Agreement and the Gold Consignment Agreement as in effect as of the Credit Facilities) date hereof, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, Revolving Credit Agreement and the Gold Consignment Agreement as in effect on the Issue Date;
date, (2c) this Supplemental Indenture and the Notes;
, and the Senior Debenture Indenture and the Senior Debentures, (3d) applicable law, rule, regulation or order;
(4e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture hereof to be incurred;
, (5f) customary non-assignment provisions in leases, franchise agreements leases and other commercial agreements contracts entered into in the ordinary course of business and consistent with past practices;
, (6g) 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 the beginning of this clause (ciii) of on the preceding paragraph;
property so acquired, (7h) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
, (9i) Liens securing Indebtedness Permitted Liens, (j) any instrument binding upon a Receivables Subsidiary, provided that such instrument does not bind the Company or any other obligations otherwise permitted to be incurred under Section 4.14 that limit the right Subsidiary of the Company or any of its Restricted Subsidiaries to dispose of the their respective properties or assets subject to such Lien;
or (10k) provisions any restriction with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth a Subsidiary imposed by customers under contracts pursuant to an agreement entered into in for the ordinary course sale or disposition of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together all or individually substantially all of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time Capital Stock or assets of such financing, will not materially impair Subsidiary pending the Issuers’ ability to make payments as required under the Notes; and
(14) any encumbrances closing of such sale 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingdisposition.
Appears in 3 contracts
Sources: Indenture (Finlay Fine Jewelry Corp), Indenture (Finlay Enterprises Inc /De), Indenture (Finlay Fine Jewelry Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions .
(b) The provisions of Section 4.08(a) shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness Indebtedness, the Credit Agreements or the Indemnification Agreement as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those provisions contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Date;
(2) this Supplemental Indenture Indenture, the Notes, the Subsidiary Guarantees and the NotesSecurity Documents;
(3) applicable law, rule, regulation or order;
(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of IndebtednessAcquired Debt, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements leases and other commercial agreements entered into in the ordinary course of business and consistent with past practicesbusiness;
(6) 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;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no materially not more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(107) provisions with respect to the disposition or distribution of assets or property in held under joint venture agreements, or subject to asset sale agreements, stock sale agreements and other similar agreements;
(11) 8) restrictions on cash or other deposits or net worth requirements imposed by customers under contracts or net worth requirements contained in leases and other agreements entered into in the ordinary course of business;
(129) customary restrictions contained in with respect to Restricted Subsidiaries of the terms Company pursuant to agreements creating Permitted Liens or agreements entered into for the sale or disposition of Indebtedness permitted to be incurred under Section 4.10all or substantially all of the Capital Stock or assets of any such Restricted Subsidiary pending the closing of such sale or disposition; provided that such restrictions apply solely to the Capital Stock or assets of the Restricted Subsidiary that are no more restrictive, taken as a whole, than being sold or that are subject to the terms contained Permitted Lien;
(10) any encumbrance or restriction existing under or by reason of Insurance Premium Financing Arrangements permitted pursuant to Section 4.09;
(11) purchase money obligations for property acquired in the most restrictive, together or individually ordinary course of business that impose restrictions on that property of the Credit Facilities as nature described in effect on clause (3) of the Issue Datepreceding paragraph;
(12) Liens securing Indebtedness otherwise permitted to be incurred pursuant to Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens;
(13) Non-Recourse Debt, Limited Recourse Debt, or leases or operating agreements related to Projects, so long as such encumbrances or restrictions relate solely to Project assets and distributions of Project earnings or Project cash flow;
(14) any instrument governing any other Indebtedness the incurrence of which is not prohibited by Section 4.09; provided that the terms of such Indebtedness are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than customary the provisions with respect to such dividend and other payment restrictions contained in comparable financings and that the management of the Company determines, this Indenture at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notesincurrence; and
(1415) any encumbrances encumbrance or restrictions restriction of the type referred to in Section 4.08(a) imposed by any amendmentsextension, 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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingrefinancing of an agreement, contract, instrument or obligation referred to in clauses (1) through (14) of this Section 4.08(b) that is not materially more restrictive, taken as a whole, than the encumbrance or restriction imposed by the applicable predecessor agreement, contract, instrument or obligation.
Appears in 3 contracts
Sources: Indenture (Covanta Energy Corp), Indenture (Covanta Energy Corp), Indenture (Covanta Energy Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(aa)(i) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits, profits or (ii) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (b) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
reasons of (1i) Existing Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) date hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive such Existing Indebtedness, as in effect on the Issue Date;
date hereof, (2ii) this Supplemental Indenture and the Notes;
, (3iii) applicable law, rule, regulation or order;
(4iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
, (5v) customary non-assignment provisions in leases, franchise agreements licenses and other commercial agreements contracts entered into in the ordinary course of business and consistent with past practices;
, (6vi) purchase money obligations or Capital Lease 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;
above, (7vii) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions dividends, distributions, loans, advances or transfers by such Restricted Subsidiary pending its sale or other disposition;
, (8) viii) 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;
, (9ix) agreements entered into with respect to Liens securing Indebtedness or other obligations otherwise permitted to be incurred under pursuant to the provisions of Section 4.14 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
, (10x) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
agreements entered into in the ordinary course of business, (11xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
, (12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14xii) any encumbrances or restrictions Receivables Program, and (xiii) any restriction imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings pursuant to contracts for the sale 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, not materially more restrictive taken as a whole assets with respect to such encumbrance and other restrictions than those prior the transfer of the assets to be sold pursuant to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingcontract.
Appears in 2 contracts
Sources: Indenture (Amkor Technology Inc), Indenture (Amkor Technology Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Company or any of its other Restricted SubsidiariesSubsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness liabilities owed to the Company or any of its other Restricted SubsidiariesSubsidiary;
(b2) make loans or advances advances, or Guarantee any such loans or advances, to the Company or any of its other Restricted SubsidiariesSubsidiary; or
(c3) transfer any of its properties or assets to the Company or any of its other Restricted Subsidiaries. However, the preceding Subsidiary.
(b) The restrictions set forth in paragraph (a) above shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided, provided however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive such Existing IndebtednessIndebtedness and Credit Facilities, as in effect on the Issue Date; provided, further, however, that if such Existing Indebtedness or Credit Facility could not be amended, modified, restated, renewed, increased, supplemented, refunded, replaced or refinanced on commercially reasonable terms without the inclusion of dividend and other payment restrictions that are materially more restrictive than those contained in such Existing Indebtedness or Credit Facility (as determined in good faith by the Board of Directors of the Company), the Company or its Restricted Subsidiary may amend, modify, restate, renew, increase, supplement, refund, replace or refinance such Existing Indebtedness or Credit Facility, provided, that the dividend and other payment restrictions contained therein will not materially impair the Company’s ability to make payments on the Notes (as determined in good faith by the Board of Directors of the Company);
(2) this Supplemental Indenture and the Notes;
(3) applicable lawlaw or any applicable rule, regulation or order, or under the terms of any permit or license issued under applicable law or any applicable rule, regulation or order;
(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred Incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided provided, however, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurredIncurred at the time of such acquisition;
(5) customary non-assignment provisions in leasesleases or other agreements that restrict the assignment of such agreements or rights or non-cash assets thereunder, franchise agreements and other commercial agreements including, without limitation, customary restrictions imposed on the transfer of intellectual property, in each case entered into in the ordinary course of business and consistent with past practicesbusiness;
(6) 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 (c3) of the preceding paragraphparagraph (a) above;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided provided, however, that the dividend and other payment restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; provided, further, however, that if such Permitted Refinancing Indebtedness could not be entered into on commercially reasonable terms without the inclusion of dividend and other payment restrictions that are materially more restrictive than those contained in the existing Indebtedness (as determined in good faith by the Board of Directors of the Company), the Company or its Restricted Subsidiary may enter into such Permitted Refinancing Indebtedness, provided, that the dividend and other payment restrictions contained therein will not materially impair the Company’s ability to make payments on the Notes (as determined in good faith by the Board of Directors of the Company);
(9) Liens securing Indebtedness or other obligations otherwise that is permitted to be incurred under secured without also securing the Notes pursuant to Section 4.14 4.11 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to any such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture asset sale agreements, stock sale agreements and other similar agreementsagreements entered into in the ordinary course of business;
(11) customary provisions in joint venture agreements, shareholders’ agreements and other similar agreements entered into in the ordinary course of business;
(12) customary restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(1213) restrictions contained Non-Recourse Accounts Receivable Entity Indebtedness or other contractual requirements of an Accounts Receivable Entity in the terms of Indebtedness permitted to be incurred under Section 4.10connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Accounts Receivables Entity or the receivables which are no more restrictive, taken as a whole, than subject to the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the NotesQualified Receivables Transaction; and
(14) any encumbrances Indebtedness or restrictions imposed by any amendmentsagreement pursuant to which such Indebtedness was issued if (a) the encumbrance or restriction applies only upon a payment or financial covenant default or event of default contained in such Indebtedness or agreement, modifications, restatements, renewals, increases, supplements, refundings, replacements (b) such encumbrance 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, restriction is not materially more restrictive taken disadvantageous to the Holders than is customary in comparable financings (as a whole with respect to determined in good faith by the Board of Directors of the Company) and (c) such encumbrance and other restrictions than those prior or restriction will not materially impair the Company’s ability to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingmake payments on the Notes (as determined in good faith by the Board of Directors of the Company).
Appears in 2 contracts
Sources: Indenture (Quebecor Media Inc), Indenture (Quebecor Media Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) to:
(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
(1) Existing Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect on the Issue Date;
(2) this Supplemental Indenture Indenture, the Notes and the any Exchange Notes;
(3) applicable law, rule, regulation or order;
(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
(6) 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;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) 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;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;; and
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Sources: Indenture (Cco Holdings Capital Corp), Indenture (Charter Communications, Inc. /Mo/)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall (a) ACEP will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company ACEP or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company ACEP or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company ACEP or any of its Restricted Subsidiaries; or
(c3) sell, lease or transfer any of its properties or assets to the Company ACEP or any of its Restricted Subsidiaries. However, the preceding restrictions shall in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of:
(1) Existing Indebtedness as agreements in effect on the Issue Acquisition Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements; provided, provided however, that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Acquisition Date;
(2) this Supplemental Indenture Indenture, the Notes, the Note Guarantees, the Credit Facilities and the NotesCollateral Documents;
(3) applicable law, rule, regulation rule or orderorder of an applicable governmental body;
(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company ACEP or any of its Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practicesbusiness;
(6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (c) of the preceding paragraphSection 4.08(a)(3);
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided provided, however, that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;4.12; and
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts agreements entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Sources: Indenture (American Real Estate Partners L P), Indenture (Stratosphere Leasing, LLC)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness or other obligations owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Date;
(2) this Supplemental Indenture Indenture, the Notes and the NotesGuarantees;
(3) applicable law, rule, regulation or order;
(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practices;
(6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (c3) of the preceding paragraph;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) agreements governing other Indebtedness of the Company and one or more Restricted Subsidiaries permitted under this Indenture, provided that the restrictions in the agreements governing such Indebtedness are not materially more restrictive, taken as a whole, than those in this Indenture;
(10) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 4.12 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(1011) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, agreements respecting Permitted Business Investments and other similar agreements;agreements entered into in the ordinary course of business; and
(1112) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Sources: Indenture (Energy Xxi (Bermuda) LTD), Indenture (Energy Xxi (Bermuda) LTD)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company (a) Subject to provisions of Section 4.11(b) below, the Parent Guarantor shall not, directly or indirectlyand shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(ai) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Company Parent Guarantor or any of its other Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or Subsidiary;
(ii) pay any Indebtedness Debt owed to the Company Parent Guarantor or any of its other Restricted SubsidiariesSubsidiary;
(biii) make loans or advances to the Company Parent Guarantor or any of its other Restricted SubsidiariesSubsidiary; or
(civ) transfer any of its properties property or assets to the Company Parent Guarantor or any of its other Restricted Subsidiaries. However, the preceding Subsidiary.
(b) The restrictions contained in Section 5.11(a) shall not apply to any encumbrances or restrictions existing under or by reason ofrestrictions:
(1i) Existing Indebtedness as existing on the Issue Date in the Credit Agreement, the Indenture or any other agreements in effect on the Issue Date (includingDate, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, extensions, renewals, increases, supplements, refundings, replacements or refinancings thereof, of any of the foregoing; provided that such amendmentsthe encumbrances and restrictions in the amendment, modificationsmodification, restatementsrestatement, renewalsextension, increasesrenewal, supplements, refundings, replacements replacement or refinancings are no more restrictiverefinancing are, taken as a whole, with no less favorable in any material respect to such dividend and other payment the Holders of the Notes than the encumbrances or restrictions than those contained in the most restrictive Existing Indebtednessbeing amended, as in effect on the Issue Datemodified, restated, extended, renewed, replaced or refinanced;
(2ii) this Supplemental Indenture and existing pursuant to the Indenture, the Notes, the Note Guaranty or the other Note Documents;
(3iii) existing under or by reason of applicable law, rule, regulation or order;
(4iv) existing under any agreements or other instruments of, or with respect to:
(A) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the any Person, so acquiredat the time the Person is acquired by the Parent Guarantor or any Restricted Subsidiary, or
(B) any Unrestricted Subsidiary at the time it is designated or is deemed to become a Restricted Subsidiary; which encumbrances or restrictions (1) are not applicable to any other Person or the property or assets of any other Person and (2) were not put in place in anticipation of such event and any amendments, modifications, restatements, extensions, renewals, replacements or refinancings of any of the foregoing, provided that, that the encumbrances and restrictions in the case amendment, modification, restatement, extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders of Indebtednessthe Notes than the encumbrances or restrictions being amended, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurredmodified, restated, extended, renewed, replaced or refinanced;
(5v) customary non-assignment provisions of the type described in leases, franchise agreements and other commercial agreements entered into Section 4.11(a)(iv) arising or agreed to (A) in the ordinary course of business that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license, conveyance or similar contract, including with respect to intellectual property, (B) that restrict in a customary manner, pursuant to provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and consistent other similar agreements, the transfer of ownership interests in, or assets of, such partnership, limited liability company, joint venture or similar Person or (C) by virtue of any Lien on, or agreement to transfer, option or similar right with past practicesrespect to any property or assets of, the Parent Guarantor or any Restricted Subsidiary;
(6vi) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of the Capital Stock of, or property and assets of, the Restricted Subsidiary pending closing of such sale or disposition that is permitted hereunder;
(vii) consisting of customary restrictions pursuant to any Permitted Receivables Financing;
(viii) existing pursuant to Permitted Refinancing Debt; provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Debt are, taken as a whole, no less favorable in any material respect to the Holders of the Notes than those contained in the agreements governing the Debt being refinanced;
(ix) consisting of restrictions on cash or other deposits or net worth imposed by customers, suppliers or required by insurance surety bonding companies, in each case, in the ordinary course of business;
(x) existing pursuant to purchase money obligations for property acquired in the ordinary course of business and Capital Leases or operating leases or Specified Coal Agreements or Mining Leases that impose encumbrances or restrictions noted in Section 4.11(a)(iv) on the property so acquired of the nature described in clause (c) of the preceding paragraphor covered thereby;
(7xi) existing pursuant to any agreement for the sale Debt Incurred by, or other disposition agreement of, a Foreign Subsidiary, which encumbrances or restrictions are customary for a financing or agreement of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other dispositiontype;
(8) Permitted Refinancing Indebtednessxii) existing pursuant to customary provisions in joint venture, operating or similar agreements, asset sale agreements and stock sale agreements required in connection with the entering into of such transaction; provided that or
(xiii) existing pursuant to any agreement or instrument relating to any Debt permitted to be Incurred subsequent to the Issue Date by Section 4.09 (A) if the encumbrances and restrictions contained in the agreements governing any such Permitted Refinancing Indebtedness are no more restrictiveagreement or instrument are, taken as a whole, than those contained no less favorable in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with material respect to the disposition or distribution Holders of assets or property in joint venture agreements the Notes than the encumbrances and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms Credit Agreement in effect as of Indebtedness permitted to be incurred under Section 4.10; provided that the Issue Date (as determined in good faith by the Parent Guarantor) or (B) such encumbrances and restrictions are no more restrictiveare, taken as a whole, than no less favorable in any material respect to the terms contained in the most restrictive, together or individually Holders of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, Notes than is customary provisions in comparable financings (as determined in good faith by the Parent Guarantor), and the Parent Guarantor determines in good faith that the management of the Company determines, at the time of such financing, encumbrances and restrictions will not materially impair affect the Issuers’ Company’s ability to make principal or interest payments on the Notes as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingwhen they become due.
Appears in 2 contracts
Sources: Indenture (Cloud Peak Energy Inc.), Indenture (Sequatchie Valley Coal Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding .
(b) The restrictions shall in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2) this Supplemental Indenture Indenture, the Notes and the NotesSubsidiary Guarantees;
(3) applicable law, rule, regulation or order;
(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements contracts or leases entered into in the ordinary course of business and consistent with past practices;
(6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (c3) of the preceding paragraphSection 4.08(a);
(7) any agreement for the sale or other disposition of the Capital Stock or assets of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its the closing of such sale or other disposition;
(8) 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;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 4.12 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Sources: Indenture (Icon Health & Fitness Inc), Indenture (Icon Health & Fitness Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or 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 of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Company to:
(a) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted SubsidiariesStock;
(b) make loans or advances or pay any Indebtedness or other obligation owed to the Company or any of its Restricted SubsidiariesGuarantor; or
(c) transfer any of its properties property or assets to the Company or any of its Restricted Subsidiaries. HoweverGuarantor, the preceding restrictions shall not apply except, with respect to clauses (a), (b) and (c), for such encumbrances or restrictions existing under or by reason of:
(1) Existing Indebtedness as applicable law, rule, regulation or order;
(2) this Indenture, the Notes and the Guarantees;
(3) non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Company entered into in the ordinary course of business;
(4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired;
(5) the Credit Facility and the Foreign Credit Facilities in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and or any amendments, 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 either (i) contained in the Credit Facility or the Foreign Credit Facilities in effect prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (ii) ordinary and customary with respect to syndicated bank loans in the market at the time such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are entered into;
(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 holders of such Lien;
(8) restrictions imposed by any agreement to sell assets or Capital Stock to any Person pending the closing of such sale which is not prohibited by this Indenture;
(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 in connection with a Qualified Securitization Transaction;
(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 with respect to the type of Indebtedness being incurred or Preferred Stock being issued;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(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 clauses (1) through (4) and (6) through (12) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no are, in the good faith judgment of the Company’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, either (i) not materially more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtednessdividend or other payment restrictions prior to such amendment, as in effect on modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (ii) ordinary and customary with respect to such instruments or obligations at the Issue Datetime such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancings are entered into;
(214) this Supplemental Indenture and the Notes;
(3) applicable law, rule, regulation encumbrances or order;
(4) restrictions contained in any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, that in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(515) customary non-assignment provisions in joint venture, asset sale, stock purchase and merger agreements and other similar agreements; and
(16) customary provisions in leases, franchise agreements licenses and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
(6) 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;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) 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;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Sources: Third Supplemental Indenture (Jarden Corp), First Supplemental Indenture (Jarden Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Company to:
(a1) (x) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; provided, that the priority of any preferred stock in receiving dividends or liquidating distributions prior to the payment of dividends or liquidating distributions on common stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall in the first paragraph of this Section 4.08 will not apply to encumbrances or restrictions existing under or by reason of:
(1a) Existing Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements contractual encumbrances or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect on the Issue Date, including pursuant to any Existing Indebtedness and the related documentation (including any Credit Facilities that are refinanced with the net proceeds from the issuance of the Notes on the Issue Date) and any Hedging Obligations and the related documentation;
(2b) this Supplemental Indenture Indenture, the Notes and the NotesSubsidiary Guarantees;
(3c) any future Liens that may be permitted to be granted under, or incurred not in violation of, any other provisions of this Indenture;
(d) applicable law, law or any applicable rule, regulation or order;
(4e) any instrument governing Indebtedness or Capital Stock Stock, or any other agreement relating to any property or assets, of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person or such Person’s subsidiaries, so acquired; provided provided, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5f) restrictions of the nature described in clause (3) above by reason of customary non-assignment provisions in leasescontracts, franchise agreements agreements, licenses and other commercial agreements leases entered into in the ordinary course of business and consistent with past practicesbusiness;
(6g) 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 (c3) of above on the preceding paragraphproperty so acquired;
(7h) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or other disposition of a Restricted Subsidiary all or substantially all of the Company that restricts distributions by Capital Stock or assets of such Restricted Subsidiary pending its the closing of such sale or other disposition;
(8) 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;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10i) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, agreements relating to Sale/Leaseback Transactions, stock sale agreements and other similar agreementsagreements entered into in the ordinary course of business;
(11j) encumbrances or restrictions contained in, or in respect of, Hedging Obligations permitted under this Indenture from time to time;
(k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12l) restrictions contained in the terms any instrument governing Indebtedness of Indebtedness permitted to be incurred under Section 4.10a Foreign Subsidiary; provided that such restrictions are no more restrictive, taken as a whole, than Indebtedness was otherwise permitted by the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Datethis Indenture to be incurred;
(13m) any encumbrance or restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determinestype referred to in clauses (1), at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(142) any encumbrances or restrictions and (3) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1a) through (13l) above; provided provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersCompany, not materially no more restrictive taken as a whole with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and
(n) restrictions imposed by law.
Appears in 2 contracts
Sources: Indenture (Global Geophysical Services Inc), Indenture (Global Geophysical Services Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, Subsidiaries or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding .
(b) The restrictions shall in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness or Credit Facilities as in effect or which come into effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided of those agreements; PROVIDED that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect not materially less favorable to such dividend and other payment restrictions than those contained in the most restrictive Existing IndebtednessHolders of Notes, as determined by the Company's Board of Directors in effect on the Issue Datetheir reasonable and good faith judgment;
(2) this Supplemental Indenture Indenture, the Notes, the Mirror Notes, the Mirror Note Guarantees, the Subsidiary Guarantees and the NotesMirror Note Pledge Agreements;
(3) applicable law, rule, regulation or order;
(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided PROVIDED that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements contracts and other commercial agreements leases entered into in the ordinary course of business and consistent with past practicesbusiness;
(6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (c) of the preceding paragraphSection 4.08(a)(3);
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness, including any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments and obligations referred to in this Section 4.08; provided PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictivenot materially less favorable to Holders of Notes, taken as a whole, than those contained determined by the Company's Board of Directors in the agreements governing the Indebtedness being refinancedtheir reasonable and good faith judgment;
(9) agreements existing on the Issue Date;
(10) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 4.12 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(1011) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, partnership agreements, asset sale agreements, stock sale agreements and other similar agreements;agreements entered into in the ordinary course of business; and
(1112) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Sources: Indenture (Paramount Resources LTD), Indenture (Paramount Resources LTD)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) to:
(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
(1) : agreements, including, without limitation, those governing Existing Indebtedness and Credit Facilities, as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Date;
(2) date of this Supplemental Indenture and the Notes;
(3) applicable law, rule, regulation or order;
(4) Indenture; any instrument governing Indebtedness or Capital Stock Equity Interests of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was or Equity Interests were incurred or issued in connection with or in contemplation of such acquisition to provide funds to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
(6) 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;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) ; Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness ; Non-Recourse Debt or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right encumbrances, restrictions or contractual requirements of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions a Securitization Subsidiary in connection with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10a Qualified Securitization Transaction; provided that such restrictions are no more restrictive, taken as a whole, than apply only to such Securitization Subsidiary or the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions Securitization Assets that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that subject to the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingQualified Securitization Transaction.
Appears in 2 contracts
Sources: Facility Agreement (Navios Maritime Holdings Inc.), Facility Agreement (Navios Maritime Holdings Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(A) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (B) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
of (1a) Existing Indebtedness as in effect on the Issue Date (includingDate, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, Indebtedness as in effect on the Issue Date;
, (2b) this Supplemental Indenture and the Notes;
, (3c) applicable law, rule, regulation or order;
(4d) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case (e) by reason of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements leases and other commercial agreements licenses entered into in the ordinary course of business and consistent with past practices;
, (6f) purchase money obligations 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 (ciii) above on the property so acquired, (g) agreements relating to the financing of the preceding paragraph;
acquisition of real or tangible personal property acquired after the Issue Date, provided, that such encumbrance or restriction relates only to the property which is acquired and in the case of any encumbrance or restriction that constitutes a Lien, such Lien constitutes a Purchase Money Lien, (7h) any agreement restriction or encumbrance in the nature of clause (iii) above contained in contracts for the sale or other disposition of a Restricted Subsidiary assets permitted by this Indenture in respect of the Company that restricts distributions by assets being sold pursuant to such Restricted Subsidiary pending its sale contract, or other disposition;
(8) Permitted i) Refinancing Indebtedness; provided , PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Sources: Indenture (Ibasis Inc), Indenture (Ibasis Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or 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 of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Company to:
(a) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted SubsidiariesStock;
(b) make loans or advances or pay any Indebtedness or other obligation owed to the Company or any of its Restricted SubsidiariesGuarantor; or
(c) sell, lease or transfer any of its properties property or assets to the Company or any of its Restricted Subsidiaries. HoweverGuarantor, the preceding restrictions shall not apply except, with respect to clauses (a), (b) and (c), for such encumbrances or restrictions existing under or by reason of:
(1) Existing applicable law, rule, regulation or order;
(2) this Indenture, the Notes and the Guarantees;
(3) non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Company entered into in the ordinary course of business;
(4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; provided that such Acquired Indebtedness as was permitted by the terms of this Indenture to be incurred;
(5) the Debt Facility in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and or any amendments, 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 either (i) contained in, or not materially more restrictive than those contained in, the Debt Facility in effect prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (ii) ordinary and customary with respect to syndicated bank loans in the market at the time such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are entered into;
(6) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Existing Indenture;
(7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien;
(8) restrictions imposed by any agreement to sell assets or Capital Stock to any Person pending the closing of such sale which is not prohibited by this Indenture;
(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 in connection with a Qualified Securitization Transaction;
(11) other Indebtedness outstanding on the Issue Date or permitted to be incurred under this Indenture; provided that any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(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 clauses (1) through (4) and (6) through (11) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no are, in the good faith judgment of the Company’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, either (i) not materially more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtednessdividend or other payment restrictions prior to such amendment, as in effect on modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (ii) ordinary and customary with respect to such instruments or obligations at the Issue Datetime such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are entered into;
(214) this Supplemental Indenture and the Notes;
(3) applicable law, rule, regulation encumbrances or order;
(4) restrictions contained in any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(515) customary non-assignment provisions in joint venture, asset sale, stock purchase and merger agreements and other similar agreements; and
(16) customary provisions in leases, franchise agreements licenses and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
(6) 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;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) 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;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Sources: Eleventh Supplemental Indenture (Central Garden & Pet Co), Seventh Supplemental Indenture (Central Garden & Pet Co)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(ai) pay dividends or make any other distributions on its Capital Stock to the Company Issuer or any of its Restricted SubsidiariesSubsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company Issuer or any of its Restricted SubsidiariesSubsidiary;
(bii) make loans or advances to the Company Issuer or any of its Restricted SubsidiariesSubsidiary; or
(ciii) sell, lease or transfer any of its properties or assets to the Company Issuer or any of its Restricted Subsidiaries. However, the Subsidiary.
(b) The preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of:
(1i) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Date;
(2ii) this Supplemental Indenture Indenture, the Notes and the NotesNote Guarantees;
(3iii) applicable law, rule, regulation or order;
(4iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company Issuer or any of its Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5v) customary provisions (including non-assignment provisions provisions) contained in leases, franchise subleases, licenses or asset sale agreements and other commercial agreements entered into in the ordinary course of business and consistent with past practicesbusiness;
(6vi) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (ca)(iii) of the preceding paragraphthis Section 4.08;
(7vii) any agreement for the sale or other disposition of a Restricted Subsidiary (including a sale of the Company its Capital Stock or its assets) that restricts distributions by such that Restricted Subsidiary pending its the sale or other disposition;
(8) viii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9ix) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 4.12 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10x) provisions with respect to 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 Issuer’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;
(11xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12xii) any other agreement governing Indebtedness entered into after the Issue Date that contains encumbrances and restrictions contained that, taken as a whole, are not materially more restrictive with respect to any Restricted Subsidiary than those in effect on the terms Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Issue Date (including this Indenture, the Credit Agreement and the Senior Interim Loan Credit Agreement);
(xiii) Indebtedness of Indebtedness any Foreign Subsidiary permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes4.09(b)(xxii); and
(14xiv) any encumbrances or restrictions of the type referred to in clauses (a)(i), (a)(ii) and (a)(iii) of this Section 4.08 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1i) through (13xiii) above; provided 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 IssuersParent’s Board of Directors, not materially more restrictive taken as a whole with respect less favorable to the Holders of the Notes than encumbrances and restrictions contained in such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingpredecessor agreements.
Appears in 2 contracts
Sources: Indenture (Allison Transmission Holdings Inc), Indenture (Allison Transmission Holdings Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company (a) Regency Energy Partners shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Company Regency Energy Partners or any of its Restricted Subsidiaries, Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company Regency Energy Partners or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company Regency Energy Partners or any of its Restricted Subsidiaries; or
(c3) sell, lease or transfer any of its properties or assets to the Company Regency Energy Partners or any of its Restricted Subsidiaries. However, the preceding .
(b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) Existing Indebtedness agreements as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements or the Indebtedness to which they relate; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend dividend, distribution and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2) this Supplemental Indenture Indenture, the Notes and the NotesNote Guarantees;
(3) applicable law, rule, regulation or order;
(4) any instrument governing Indebtedness or Capital Stock Equity Interests of a Person acquired by the Company Regency Energy Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness the incurrence thereof was otherwise permitted by the terms of this Supplemental Indenture to be incurredIndenture;
(5) customary non-assignment provisions contracts for purchase, gathering, processing, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, in transportation agreements or purchase and sale or exchange agreements, pipeline or terminating agreements, or similar operational agreements or in licenses or leases, franchise agreements and other commercial agreements in each case licenses entered into in the ordinary course of business and consistent with past practicesbusiness;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (c3) of the preceding paragraphSection 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10) provisions with respect to limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreementsagreements entered into in the ordinary course of business;
(11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;and
(13) restrictions that are not materially more restrictiveany instrument governing Indebtedness of an FERC Subsidiary, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect Indebtedness was otherwise permitted by this Indenture to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.be incurred
Appears in 2 contracts
Sources: Indenture (Regency Energy Partners LP), Indenture (Regency Energy Partners LP)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or ; (ii) pay any Indebtedness or other obligation owed to the Company or any of its Restricted Subsidiaries;
; (biii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(civ) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However; or (v) guarantee the obligations of the Company evidenced by the Notes or any renewals, the preceding restrictions shall not apply to refinancings, exchanges, refundings or extensions thereof, except for such encumbrances or restrictions existing under or by reason of:
of (1) Existing Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect on the Issue Date;
(2) this Supplemental Indenture and the Notes;
(3a) applicable law, rule, regulation or order;
(4b) any instrument governing Indebtedness or Capital Stock of a Person or any property or other asset acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5c) customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practices;
, (6d) 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 (civ) of above on the preceding paragraph;
property so acquired, (7e) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing IndebtednessDebt; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness Debt are no more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
, or (9f) Liens securing any Purchase Money Note, or other Indebtedness or other obligations otherwise permitted to be contractual requirements incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted a Qualified Receivables Transaction relating to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingReceivables Subsidiary.
Appears in 2 contracts
Sources: Indenture (Delta Mills Inc), Indenture (Delta Woodside Industries Inc /Sc/)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise permit, cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(aa)(i) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, profits or (ii) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (b) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (c) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason reasons of:
(1i) this Indenture, the Notes and the Note Guarantees;
(ii) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of the indenture;
(2) this Supplemental Indenture and the Notes;
(3) applicable law, rule, regulation or order;
(4iii) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurredIndenture;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
(6iv) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described set forth in clause (c) of the preceding paragraphSection 5.08;
(7v) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9vi) applicable law rule, regulation or order;
(vii) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business;
(viii) 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;
(ix) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 5.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10x) provisions with respect to 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;; and
(11xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Sources: Indenture (Nova Biosource Fuels, Inc.), Indenture (Nova Biosource Fuels, Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) to:
(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
(1) Existing Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect on the Issue Date;
(2) this Supplemental Indenture and the Notes;
(3) applicable law, rule, regulation or order;
(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
(6) 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;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) 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;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;; and
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Section 4.10 Incurrence of Indebtedness and Issuance of Preferred Stock. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt) and the Company shall not issue any Disqualified Stock and shall not permit any of its Restricted Subsidiaries to issue any shares of Disqualified Stock or Preferred Stock, provided that the Company or any of its Restricted Subsidiaries may incur Indebtedness or the Company may issue Disqualified Stock and Restricted Subsidiaries may issue Preferred Stock if the Leverage Ratio of the Company and its Restricted Subsidiaries would have been not greater than 6.0 to 1.0 and in each case, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, at the beginning of the most recently ended fiscal quarter. The first paragraph of this Section 4.10 shall not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):
(1) the incurrence by the Company and its Restricted Subsidiaries of Indebtedness under Credit Facilities; provided that the aggregate principal amount of all Indebtedness of the Company and its Restricted Subsidiaries outstanding under this clause (1) for all Credit Facilities of the Company and its Restricted Subsidiaries after giving effect to such incurrence does not exceed an amount equal to $1,500.0 million;
(2) the incurrence by the Company and its Restricted Subsidiaries of Existing Indebtedness (including Indebtedness outstanding under Credit Facilities on the Issue Date);
(3) the incurrence on the Issue Date by the Company and its Restricted Subsidiaries of Indebtedness represented by the Notes (other than any Additional Notes);
(4) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement (including, without limitation, the cost of design, development, construction, acquisition, transportation, installation, improvement, and migration) of Productive Assets of the Company or any of its Restricted Subsidiaries, in an aggregate principal amount not to exceed the greater of (i) $300.0 million and (ii) 5.0% of Consolidated Net Tangible Assets at any time outstanding pursuant to this clause (4);
(5) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace, in whole or in part, Indebtedness (other than intercompany Indebtedness) that was permitted by this Supplemental Indenture to be incurred under this clause (5), the first paragraph of this Section 4.10 or clauses (2), (3), (9) or (12) of this second paragraph;
(6) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided that:
(a) if the Company is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes; and
(i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary thereof and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an incurrence of such Indebtedness that was not permitted by this clause (6);
(7) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations (other than for speculative purposes);
(8) the guarantee by the Company or any of its Restricted Subsidiaries of Indebtedness of a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this Section 4.10;
Appears in 2 contracts
Sources: Second Supplemental Indenture (Charter Communications, Inc. /Mo/), First Supplemental Indenture (Charter Communications, Inc. /Mo/)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(ai) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Company Borrower or any of its Restricted SubsidiariesSubsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company Borrower or any of its Restricted SubsidiariesSubsidiary;
(bii) make loans or advances to the Company Borrower or any of its Restricted SubsidiariesSubsidiary; or
(ciii) transfer any of its properties or assets to the Company Borrower or any of its Restricted SubsidiariesSubsidiary. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
(1) Existing agreements governing Indebtedness of any Restricted Subsidiary outstanding on the Restatement Date as set forth on Schedule 6.01(b) and Credit Facilities as in effect on the Issue Restatement Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Restatement Date;
(2) this Supplemental Indenture Agreement and the NotesLoans;
(3) applicable law, rule, regulation or order;
(4) any instrument governing Indebtedness or Capital Stock Equity Interests of a Person person acquired by the Company or any of its Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Personperson, or the properties or assets of any Personperson, other than the Personperson, or the property or assets of the Personperson, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture Agreement to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements contracts and other commercial agreements licenses entered into in the ordinary course of business and consistent with past practicesbusiness;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (ciii) of the preceding paragraph;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company or an asset that restricts distributions by such that Restricted Subsidiary or transfers of such asset pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 this Agreement that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10) provisions with respect to limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Board of Directors of Borrower, which limitation is applicable only to the assets that are the subject of such agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;; and
(12) restrictions contained in the terms of agreements governing Indebtedness permitted to be incurred under pursuant to Section 4.106.01; provided that the provisions relating to such restrictions are no more restrictiveencumbrance or restriction contained in such Indebtedness, taken as a whole, are not materially more restrictive to Opco or Holdings, as applicable, as determined by the Board of Directors of the Opco or Holdings, as applicable, in its reasonable and good faith judgment, than the terms provisions contained in the most restrictive, together or individually of the Credit Facilities Agreement as in effect on the Issue Restatement Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Sources: Loan Agreement (Mattress Firm Holding Corp.), Loan Agreement (Mattress Firm Holding Corp.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) to:
(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
(1) Existing Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect on the Issue Date;
(2) this Supplemental Indenture and the Notes;
(3) applicable law, rule, regulation or order;
(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
(6) 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;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) 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;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings refi- nancings 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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Sources: First Supplemental Indenture (Charter Communications, Inc. /Mo/), Second Supplemental Indenture (Charter Communications, Inc. /Mo/)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
of (1a) Existing Indebtedness as in effect on the Issue Date date of this Indenture, (including, without limitation, Indebtedness under any b) the Credit Agreement as in effect as of the Credit Facilities) date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as restrictive on a whole, whole with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, Credit Agreement as in effect on the Issue Date;
date of this Indenture, (2c) this Supplemental Indenture and the Notes;
, (3d) applicable law, rule, regulation or order;
(4e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person (including any Subsidiary of the Person), so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
, (5f) by reason of customary non-assignment and net worth provisions in leases, franchise agreements and leases or other commercial agreements entered into in the ordinary course of business and consistent with past practices;
, (6g) 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 (ciii) of above on the preceding paragraph;
property so acquired, (7h) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
, (9i) Liens customary restrictions in Capital Lease Obligations, security agreements or mortgages securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its a Restricted Subsidiaries Subsidiary to dispose the extent such restrictions restrict the transfer of the assets property subject to such Lien;
Capital Lease Obligations, security agreements or mortgages, (10j) provisions customary restrictions with respect to an agreement that has been entered into for the sale or disposition or distribution of assets or property in joint venture agreements and other similar agreements;
Capital Stock held by the Company or any Restricted Subsidiary, (11k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) customary restrictions contained in any agreements or documentation governing Indebtedness or preferred stock issued pursuant to clause (xi) of Section 4.12 hereof and (l) the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than Warrant Agreement and the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingShareholders Agreement.
Appears in 2 contracts
Sources: Indenture (Massic Tool Mold & Die Inc), Credit Agreement (Massic Tool Mold & Die Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(aa)(i) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits, profits or (ii) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (b) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
of (1i) Existing Indebtedness as in effect on the Issue Date date hereof, (including, without limitation, Indebtedness under any of ii) the Senior Credit Facilities) Facilities and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, and any other agreement governing or relating to Senior Debt, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictiveand other agreements are, taken as a whole, no more restrictive with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing IndebtednessSenior Credit Facilities, (iii) this Indenture as in effect on the Issue Date;
(2) this Supplemental Indenture date hereof, the Notes and the Notes;
Subsidiary Guarantees, (3iv) applicable law, rule, regulation or order;
(4v) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation anticipation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
, (5vi) by reason of customary non-assignment provisions in leases, franchise agreements leases and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
, (6vii) purchase money obligations (including Capital Lease 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 above on the preceding paragraph;
property so acquired, (7viii) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, whole than those contained in the agreements governing the Indebtedness being refinanced;
, (9ix) Liens securing secured Indebtedness or other obligations otherwise permitted to be incurred under pursuant to the provisions of Section 4.14 4.12 hereof that limit limits the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to securing such Lien;
Indebtedness, (10x) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
agreements entered into in the ordinary course of business, (11xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
, and (12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14xii) any encumbrances agreement for the sale or restrictions imposed other disposition of a Restricted Subsidiary that restricts distributions by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements that Restricted Subsidiary pending its sale 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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingdisposition.
Appears in 2 contracts
Sources: Indenture (Spanish Broadcasting System Inc), Indenture (Spanish Broadcasting System of Puerto Rico Inc /Pr/)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries that is not a Guarantor to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) is not a Guarantor to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. .
(b) However, the preceding restrictions set forth in Section 4.15(a) shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements, including, without limitation, those governing Existing Indebtedness and Credit Facilities, as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Date;
(2) this Supplemental Indenture Indenture, the Notes and the NotesNote Guarantees;
(3) applicable law, rule, regulation or orderorder or governmental license, permit or concession;
(4) any instrument governing Indebtedness or Capital Stock Equity Interests of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was or Equity Interests were incurred or issued in connection with or in contemplation of such acquisition to provide funds to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions restricting assignments, subletting or other similar transfers in leasescontracts, franchise agreements licenses and other commercial agreements (including, without limitation, leases and agreements relating to intellectual property) entered into in the ordinary course of business and consistent with past practicesbusiness;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (c) of the preceding paragraphSection 4.15(a)(3);
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company or an asset that restricts distributions by such that Restricted Subsidiary or transfers of such asset pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise and agreements related thereto that were permitted to be incurred under the provisions of Section 4.14 4.12 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10) provisions with respect to limiting the disposition or distribution of assets or property (including Capital Stock of any Person in which the Company has an Investment) in joint venture agreements, stockholder agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable in all material respects only to the assets or property that are the subject of such agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) customary provisions restricting the disposition of real property interests set forth in any easements or other similar agreements or arrangements of the Company or any Restricted Subsidiary;
(13) provisions restricting the transfer of any Capital Stock of an Unrestricted Subsidiary;
(14) Indebtedness of a Co-Issuer or Restricted Subsidiary incurred subsequent to the Issue Date pursuant to the provisions of Section 4.10 (i) in respect of the subordination provisions, if any, of such Indebtedness, (ii) if the encumbrances and restrictions contained in any such Indebtedness taken as a whole are not materially less favorable to the terms Holders than the encumbrances and restrictions contained in this Indenture or that may be contained in any Credit Facility in accordance with this covenant or (iii) if such encumbrance or restriction is customary in comparable financings (as determined in good faith by the Company) and either (x) the Company determines in good faith that such encumbrance or restriction shall not adversely affect in any material respect the Company’s ability to make principal or interest payments on the Notes as and when due or (y) such encumbrance or restriction applies only in the event of Indebtedness permitted to be incurred and during the continuance of a default under Section 4.10such Indebtedness; and
(15) Non-Recourse Debt or other encumbrances, restrictions or contractual requirements of a Securitization Subsidiary in connection with a Qualified Securitization Transaction; provided that such restrictions are no more restrictive, taken as a whole, than apply only to such Securitization Subsidiary or the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions Securitization Assets that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that subject to the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingQualified Securitization Transaction.
Appears in 2 contracts
Sources: Secured Loan Agreement (Navios Maritime Holdings Inc.), Indenture (Navios Maritime Holdings Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Date;
(2) this Supplemental Indenture Indenture, the Notes, and the Notesrelated Note Guarantees;
(3) applicable law, rule, regulation or order;
(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements of any contract entered into in the ordinary course of business and consistent with past practicescustomary provisions restricting subletting of any interest in real property contained in any lease or easement agreement of the Company or any Restricted Subsidiary, or any customary restriction on the ability of a Restricted Subsidiary to dividend, distribute or otherwise transfer any asset which secures Indebtedness secured by a Lien and which Indebtedness and which Lien was permitted by this Indenture;
(6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (c3) of the preceding paragraph;
(7) any agreement for the sale or other disposition of all or substantially all of the assets or capital stock of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other dispositiondisposition of all or substantially all of the assets or capital stock of such Restricted Subsidiary;
(8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness with respect to dividends and other payments are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreementsagreements entered into in the ordinary course of business;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;; and
(12) restrictions contained in the terms of Indebtedness permitted any encumbrance or restriction pursuant to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions restricting dispositions of real property interests set forth in comparable financings and that the management any reciprocal easement agreements of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) or 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingRestricted Subsidiary.
Appears in 2 contracts
Sources: Supplemental Indenture (Cca Properties of America LLC), Supplemental Indenture (Corrections Corp of America)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding foregoing restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
of (1a) Existing Indebtedness as in effect on the Issue Date (includingMarch 12, without limitation, Indebtedness under any of the Credit Facilities) 1998 and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect on the Issue Date;
March 12, 1998, (2b) this Supplemental Indenture, the Subordinated Notes, the Senior Secured Discount Notes Indenture and the Senior Secured Discount Notes;
, (3c) applicable law, rule, regulation or order;
(4d) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
, (5e) customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practices;
, (6f) 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 (ciii) above on the property so acquired, (g) restrictions relating to a Restricted Subsidiary formed for the sole purpose of the preceding paragraph;
engaging in accounts receivable financing, (7h) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition;
sale, (8) i) 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;
refinanced and (9j) Liens securing secured Indebtedness or other obligations otherwise permitted to be incurred under pursuant to the provisions of Section 4.14 4.12 that limit limits the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to securing such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingIndebtedness.
Appears in 2 contracts
Sources: Indenture (Sf Holdings Group Inc), Indenture (Sf Holdings Group Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary of its Restricted Subsidiaries the Company to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
; (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
of (1a) Existing Indebtedness as in effect on the Issue Date date hereof, (including, without limitation, Indebtedness under any b) the Revolving Credit Agreement and the Gold Consignment Agreement as in effect as of the Credit Facilities) date hereof, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, Revolving Credit Agreement and the Gold Consignment Agreement as in effect on the Issue Date;
date, (2c) this Supplemental Indenture and the Debentures, and the Senior Note Indenture and the Senior Notes;
, (3d) applicable law, rule, regulation or order;
(4e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture hereof to be incurred;
, (5f) customary non-assignment provisions in leases, franchise agreements leases and other commercial agreements contracts entered into in the ordinary course of business and consistent with past practices;
, (6g) 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 the beginning of this clause (ciii) of on the preceding paragraph;
property so acquired, (7h) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
, (9i) Liens securing Indebtedness Permitted Liens, (j) any instrument binding upon a Receivables Subsidiary, provided that such instrument does not bind the Company or any other obligations otherwise permitted to be incurred under Section 4.14 that limit the right Subsidiary of the Company or any of its Restricted Subsidiaries to dispose of the their respective properties or assets subject to such Lien;
or (10k) provisions any restriction with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth a Subsidiary imposed by customers under contracts pursuant to an agreement entered into in for the ordinary course sale or disposition of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together all or individually substantially all of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time Capital Stock or assets of such financing, will not materially impair Subsidiary pending the Issuers’ ability to make payments as required under the Notes; and
(14) any encumbrances closing of such sale 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingdisposition.
Appears in 2 contracts
Sources: Indenture (Finlay Enterprises Inc /De), Indenture (Finlay Enterprises Inc /De)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or permit otherwise permit, cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(aa)(i) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, profits or (ii) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (b) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (c) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason reasons of:
(1i) this Indenture, the Notes and the Note Guarantee;
(ii) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2) this Supplemental Indenture and the Notes;
(3) applicable law, rule, regulation or order;
(4iii) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurredIndenture;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
(6iv) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described set forth in clause (c) of the preceding paragraphSection 5.09(iii);
(7v) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9vi) applicable law rule, regulation or order;
(vii) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business;
(viii) any agreement for the sale or other disposition of a Subsidiary that restricts distributions by that Subsidiary pending the sale or other disposition;
(ix) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 5.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10x) provisions with respect to 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;; and
(11xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Sources: Indenture (Akoustis, Inc.), Indenture (Akoustis Technologies, Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(A) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (B) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
of (1a) Existing agreements relating to Indebtedness as in effect on as of the Issue Date (includingDate, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, additions (including additional Warehouse Facilities), replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, additions, replacements or refinancings are no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, agreements relating to Indebtedness as in effect on the Issue Date;
, (2) this Supplemental Indenture and the Notes;
(3b) applicable law, rule, regulation or order;
(4c) any instrument governing Indebtedness Acquired Debt or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness Acquired Debt was incurred or such Capital Stock was issued or its terms amended in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties property or assets of any Person, other than the Person, Person or the property or assets of the Person, so acquired; , provided that, that such Person is not taken into account in the case of Indebtedness, determining on a pro forma basis whether such Indebtedness acquisition subject to such Acquired Debt was permitted by the terms of this Supplemental Indenture to be incurred;
Indenture, (5d) customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practices;
, (6e) 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 (ciii) of above on the preceding paragraph;
property so acquired, and (7f) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Sources: Indenture (Delta Financial Corp), Indenture (Df Special Holdings Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. .
(b) However, the preceding restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2) this Supplemental Indenture Indenture, the Notes and the NotesNote Guarantees;
(3) applicable law, rule, regulation or order;
(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment or change in control provisions in leases, franchise agreements contracts and other commercial agreements licenses entered into in the ordinary course of business and consistent with past practicesbusiness;
(6) the license of any intellectual property of the Company or any of its Restricted Subsidiaries;
(7) the release, waiver or novation of contractual, indemnification, or other legal rights;
(8) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (c3) of the preceding paragraphSection 4.08(a) hereof;
(79) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its the sale or other disposition;
(8) 10) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(911) Permitted Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(1012) provisions with respect to 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;; and
(1113) restrictions on cash cash, Cash Equivalents or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Sources: Indenture (Surgical Specialties UK Holdings LTD), Indenture (Tercentenary Holdings, Corp.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
(1i) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2ii) this Supplemental Indenture Indenture, the Notes and the NotesSubsidiary Guarantees;
(3iii) applicable law, rule, regulation or order;
(4iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5v) customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practices;
(6vi) purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business that impose restrictions only on the that property so acquired of the nature described in clause (c) of the preceding paragraphabove;
(7vii) contracts for the sale of assets, including without limitation any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted that Subsidiary pending its sale or other disposition;
(8) viii) 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;
(9ix) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 4.12 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10x) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements;agreements entered into in the ordinary course of business; and
(11xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Sources: Indenture (Entravision Communications Corp), Indenture (Radio One Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a) pay dividends or make any other distributions on its Capital Stock to the Company an Issuer or any of its Restricted SubsidiariesSubsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted SubsidiariesSubsidiary;
(b) make loans or advances to the Company or any of its Restricted SubsidiariesSubsidiary; or
(c) transfer any of its properties or assets to the Company or any of its Restricted SubsidiariesSubsidiary. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
(1i) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this First Supplemental Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, those agreements as in effect on the Issue Datedate of this First Supplemental Indenture;
(2ii) this First Supplemental Indenture Indenture, the Notes and the NotesSubsidiary Guarantees;
(3iii) applicable law, rule, regulation or order;
(4iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this First Supplemental Indenture to be incurred;
(5v) customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practices;
(6vi) purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business that impose restrictions only on the that property so acquired of the nature described in clause (c) of the preceding paragraphabove;
(7vii) contracts for the sale of assets, including without limitation any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition;
(8) viii) 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;
(9ix) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 4.08 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10x) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements;agreements entered into in the ordinary course of business; and
(11xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Sources: First Supplemental Indenture (Entercom Communications Corp), Supplemental Indenture (Entercom Radio LLC)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(ai) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason reasons of:
(1i) Existing Indebtedness and the Credit Agreement as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive such Existing Indebtedness, as in effect on the Issue Datedate of this Indenture;
(2ii) this Supplemental Indenture Indenture, the Notes and the NotesSubsidiary Guarantees;
(3iii) applicable law, rule, regulation or order;
(4iv) any instrument governing Indebtedness contract or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness contract was incurred entered into in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; , provided that, in the case of any such contract evidencing Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5v) customary non-assignment provisions in leases, franchise agreements and leases or other commercial agreements entered into in the ordinary course of business and consistent with past practicesbusiness;
(6vi) purchase money obligations for property acquired customary restrictions in Capital Lease Obligations, security agreements or mortgages securing Indebtedness of the ordinary course Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of business that impose restrictions on the property so acquired of the nature described in clause (c) of the preceding paragraphsubject to such Capital Lease Obligations, security agreements and mortgages;
(7vii) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition;
(8) viii) 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;
(9ix) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such Lien;
(10x) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreementsagreements entered into in the ordinary course of business;
(11xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12xii) restrictions contained contracts entered into in the terms ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of 57 property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary;
(xiii) customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary;
(xiv) Indebtedness permitted to be incurred under Section 4.10; or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of apply only to such financing, will not materially impair the Issuers’ ability to make payments as required under the NotesReceivables Subsidiary; and
(14xv) any encumbrances restrictions on the transfer of property or restrictions imposed assets required by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements regulatory authority having jurisdiction over the Company or refinancings any Restricted Subsidiary or any 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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingtheir businesses.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or 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 of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Company to:
(a) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted SubsidiariesStock;
(b) make loans or advances or pay any Indebtedness or other obligation owed to the Company or any of its Restricted SubsidiariesGuarantor; or
(c) transfer any of its properties property or assets to the Company or any of its Restricted Subsidiaries. HoweverGuarantor, the preceding restrictions shall not apply except, with respect to clauses (a), (b) and (c), for such encumbrances or restrictions existing under or by reason of:
(1) Existing Indebtedness as applicable law, rule, regulation or order;
(2) this Indenture, the Notes and the Guarantees;
(3) non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Company entered into in the ordinary course of business;
(4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired;
(5) the Credit Facility in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and or any amendments, 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 either (i) contained in, or not materially more restrictive than those contained in, the Credit Facility in effect prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (ii) are ordinary and customary with respect to syndicated bank loans in the market at the time such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are entered into;
(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 Capital Stock to any Person pending the closing of such sale which is not prohibited by this Indenture;
(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 in connection with a Qualified Securitization Transaction;
(11) other Indebtedness outstanding on the Issue Date or permitted to be incurred under this Indenture; provided that any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(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 clauses (1) through (4) and (6) through (11) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no are, in the good faith judgment of the Company’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, either (i) not materially more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtednessdividend or other payment restrictions prior to such amendment, as in effect on modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (ii) ordinary and customary with respect to such instruments or obligations at the Issue Datetime such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are entered into;
(214) this Supplemental Indenture and the Notes;
(3) applicable law, rule, regulation encumbrances or order;
(4) restrictions contained in any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, that in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(515) customary non-assignment provisions in joint venture, asset sale, stock purchase and merger agreements and other similar agreements; and
(16) customary provisions in leases, franchise agreements licenses and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
(6) 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;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) 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;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: First Supplemental Indenture (Central Garden & Pet Co)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements, including, without limitation, those governing Existing Indebtedness and Credit Facilities, as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the Company reasonably determines that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2) this Supplemental Indenture Indenture, the Notes and the NotesGuarantees;
(3) applicable law, rulerules, regulation regulations or orderorders;
(4) any instrument governing Indebtedness or Capital Stock Equity Interests of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was or Equity Interests were incurred or issued in connection with or in contemplation of such acquisition to provide funds to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leasescontracts, franchise agreements licenses and other commercial agreements (including, without limitation, leases) entered into in the ordinary course of business and consistent with past practicesbusiness;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (c3) of the preceding paragraph;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company or an asset that restricts distributions by such that Restricted Subsidiary or transfers of such asset pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the Company reasonably determines that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien4.12;
(10) provisions with respect to limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Board of Directors of the Company, which limitation is applicable only to the assets that are the subject of such agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions provisions contained in the terms any licenses, permits, leases or other accreditations with regulatory authorities of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained Permitted Business entered into in the most restrictive, together or individually ordinary course of the Credit Facilities as in effect on the Issue Date;business; and
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (1) through (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, agreement entered into in the good faith judgment ordinary course of the Issuers, not materially more restrictive taken business so long as a whole with respect such encumbrances and restrictions relate only to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingForeign Subsidiaries.
Appears in 1 contract
Sources: Indenture (Horizon Lines, Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(ai) pay dividends or make any other distributions on its Capital Stock to the Company Issuer or any of its Restricted SubsidiariesSubsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company Issuer or any of its Restricted SubsidiariesSubsidiary;
(bii) make loans or advances to the Company Issuer or any of its Restricted SubsidiariesSubsidiary; or
(ciii) sell, lease or transfer any of its properties or assets to the Company Issuer or any of its Restricted Subsidiaries. However, the Subsidiary.
(b) The preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of:
(1i) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Date;
(2ii) this Supplemental Indenture Indenture, the Notes and the Notesrelated Note Guarantees;
(3iii) applicable law, rule, regulation or order;
(4iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company Issuer or any of its Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5v) customary provisions (including non-assignment provisions provisions) contained in leases, franchise subleases, licenses or asset sale agreements and other commercial agreements entered into in the ordinary course of business and consistent with past practicesbusiness;
(6vi) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (ca)(iii) of the preceding paragraphthis Section 4.08;
(7vii) any agreement for the sale or other disposition of a Restricted Subsidiary (including a sale of the Company its Capital Stock or its assets) that restricts distributions by such that Restricted Subsidiary pending its the sale or other disposition;
(8) viii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9ix) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 4.12 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10x) provisions with respect to 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 Issuer’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;
(11xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12xii) any other agreement governing Indebtedness, Disqualified Stock or Preferred Stock entered into after the Issue Date that contains encumbrances and restrictions contained that, taken as a whole, are not materially more restrictive with respect to any Restricted Subsidiary than those in effect on the terms Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Issue Date (including this Indenture, the Credit Agreement and the Existing Senior Notes Indentures);
(xiii) Indebtedness of Indebtedness any Foreign Subsidiary permitted to be incurred under Section 4.104.09(b);
(xiv) 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, (a) 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 (b) materially affect the Issuer’s ability to make future principal or interest payments on the notes, in each case, as determined by the Issuer in good faith;
(xv) applicable law or any applicable rule, regulation or order in any jurisdiction where Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred pursuant to the provisions of the covenant described under Section 4.09 is incurred;
(xvi) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided provided, however, that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of apply only to such financing, will not materially impair the Issuers’ ability to make payments as required under the NotesReceivables Subsidiary; and
(14xvii) any encumbrances or restrictions of the type referred to in clauses (a)(i), (a)(ii) and (a)(iii) of this Section 4.08 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1i) through (13xvi) above; provided 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 IssuersParent’s Board of Directors, not materially more restrictive taken as a whole less favorable to the Holders of the Notes than encumbrances and restrictions contained in such predecessor agreements. For purposes of determining compliance with respect to such encumbrance and other restrictions than those this Section 4.08, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness incurred by the Issuer or any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or refinancingadvances.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries, directly or indirectly, to create or permit to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
; (b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
or (c3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions .
(b) The provisions of clause (a) above shall not apply to encumbrances or restrictions existing under or by reason of:
(1i) Existing Indebtedness or the Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive such Existing Indebtedness, as in effect on the Issue Datedate of this Indenture;
(2ii) this Supplemental Indenture Indenture, the Notes and the NotesNote Guarantees;
(3iii) applicable law, rule, regulation or order;
(4iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (acquisition, except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5v) customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practicesbusiness;
(6vi) 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 (ciii) of the preceding paragraphparagraph(a) of this Section 4.08;
(7vii) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) viii) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictiverestrictive in any material respect, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9ix) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under pursuant to the provisions of Section 4.14 4.12 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10x) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset or stock purchase agreements and other similar agreements;agreements entered into in the ordinary course of business; and
(11xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Indenture (Ubiquitel Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Issuers shall not, and shall not permit any of their Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
: (a) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Company Issuers or any of its their Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company Issuers or any of its their Restricted Subsidiaries;
; (b) make loans or advances or guarantee any such loans or advances to the Company Issuers or any of its their Restricted Subsidiaries; or
or (c) transfer any of its properties or assets to the Company Issuers or any of its their Restricted Subsidiaries. However, the preceding restrictions shall not apply to ; except for such encumbrances or restrictions existing under or by reason of:
reasons of (1i) Existing Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) date hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive such Existing Indebtedness, as in effect on the Issue Date;
date hereof, (2ii) this Supplemental Indenture and the Notes;
, (3iii) applicable law, rule, regulation or order;
(4iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company Issuers or any of its Restricted their Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation anticipation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, that in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
, (5v) customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practices;
, (6vi) 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 above on the preceding paragraph;
property so acquired, (7vii) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition;
, (8) viii) 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;
, (9ix) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such Lien;
; (10x) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements;
agreements entered into in the ordinary course of business; (11xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
; (12xii) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.104.09 hereof; provided that such restrictions are no more restrictive, taken as a whole, restrictive than the terms contained in the most restrictive, together or individually of Amended Kentucky Credit Facility and the Amended Indiana Credit Facilities as in effect on the Issue Date;
Facility; and (13xiii) restrictions that are not materially more restrictive, taken as a whole, restrictive than customary provisions in comparable financings and that the management of the Company determines, at the time of Issuers determines that such financing, restrictions will not materially impair the Issuers’ ' ability to make payments as required under this Indenture and the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or 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 of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Company to:
(a) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted SubsidiariesStock;
(b) make loans or advances or pay any Indebtedness or other obligation owed to the Company or any of its Restricted SubsidiariesGuarantor; or
(c) transfer any of its properties property or assets to the Company or any of its Restricted Subsidiaries. HoweverGuarantor, the preceding restrictions shall not apply except, with respect to clauses (a), (b) and (c), for such encumbrances or restrictions existing under or by reason of:
(1) Existing Indebtedness as applicable law, rule, regulation or order;
(2) this Indenture, the Notes and the Guarantees;
(3) non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Company entered into in the ordinary course of business;
(4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired;
(5) the Credit Facility and the Foreign Credit Facilities in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and or any amendments, 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 with respect to syndicated bank loans in the market at the time such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are entered into;
(6) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Existing Notes and the indenture governing the Existing Notes;
(7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture impose by the holders of such Lien;
(8) restrictions imposed by any agreement to sell assets or Capital Stock to any Person pending the closing of such sale which is not prohibited by this Indenture;
(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 in connection with a Qualified Securitization Transaction;
(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 with respect to the type of Indebtedness being incurred or Preferred Stock being issued;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(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 clauses (1) through (4) and (6) through (12) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no 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, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtednessdividend or other payment restrictions prior to such amendment, as in effect on the Issue Datemodification, restatement, renewal, increase, supplement, refunding, replacement or refinancing;
(214) this Supplemental Indenture and the Notes;
(3) applicable law, rule, regulation encumbrances or order;
(4) restrictions contained in any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, that in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(515) customary non-assignment provisions in joint venture, asset sale, stock purchase and merger agreements and other similar agreements; and
(16) customary provisions in leases, franchise agreements licenses and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
(6) 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;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) 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;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of:
of (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Date;
, (2) this Supplemental Indenture This Indenture, the Notes and the Notes;
Subsidiary Guarantees; (3) applicable law, law or any applicable rule, regulation or order;
order of any court or governmental authority; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted 47 Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
; (5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements any contract or lease entered into in the ordinary course of business and consistent with past practices;
; (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (ciii) of the preceding paragraph;
this Section 4.08; (7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition;
; (8) Permitted Refinancing Indebtedness; provided that the encumbrances or 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;
; (9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such Lien;
Liens; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements;
agreements entered into in the ordinary course of business; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
; and (12) restrictions contained in the terms of secured Indebtedness otherwise permitted to be incurred under pursuant to the provisions of Section 4.10; provided 4.12 hereof that such restrictions are no more restrictive, taken as a whole, than limit the terms contained in the most restrictive, together or individually right of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management debtor to dispose of the Company determines, at assets securing the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingIndebtedness.
Appears in 1 contract
Sources: Indenture (Quail Usa LLC)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
of (1a) Existing Indebtedness as in effect on the Issue Date Date, (including, without limitation, Indebtedness under any b) the New Credit Agreement as in effect as of the Credit Facilities) Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided PROVIDED that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, restrictive in the aggregate with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, New Credit Agreement as in effect on the Issue Date;
, (2c) this Supplemental Indenture Indenture, the Notes and the Notes;
Subsidiary Guarantees, (3d) applicable law, rule, regulation or order;
(4e) any instrument regarding the sale, lease or purchase of any asset or governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided , PROVIDED that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
, (5f) by reason of customary non-assignment provisions in leases, franchise agreements and other commercial agreements licenses or leases entered into in the ordinary course of business and consistent with past practices;
, (6g) purchase money obligations or Capital Lease Obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (ciii) of above on the preceding paragraph;
property so acquired, or (7h) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided , PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, restrictive in the aggregate than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Indenture (Wavetek U S Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(x) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness indebtedness owed by it to the Company or any of its Restricted Subsidiaries;
, (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any Restricted Subsidiaries of its Restricted Subsidiaries. Howeverthe Company, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
of (1a) Existing Indebtedness the Credit Facility as in effect on the Issue Date (including, without limitation, Indebtedness under any as of the Credit Facilities) date of this Exchange Debenture Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofthereof or any other Credit Agreement, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacements, refinancings or refinancings any other Credit Agreements are no more restrictive, restrictive taken as a whole, whole with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, Credit Facility as in effect on the Issue Date;
date of this Exchange Debenture Indenture, (2b) this Supplemental Exchange Debenture Indenture and the Notes;
Exchange Debentures, (3c) applicable law, rule, regulation or order;
(4d) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except except, in the case of Indebtedness, to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; , provided that, in the case of Indebtedness, such Indebtedness or Disqualified Stock was permitted by the terms of this Supplemental Exchange Debenture Indenture to be incurred;
, (5e) by reason of customary non-assignment provisions in leasesleases and customary provisions in other agreements that restrict assignment of such agreements or rights thereunder, franchise agreements and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
, (6f) 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 (ciii) of above on the preceding paragraph;
property so acquired or (7g) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; Debt, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness Debt are no more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Indenture (Cumulus Media Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company No Loan Party shall, nor shall notit permit any Restricted Subsidiary to, directly or indirectly, indirectly create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) to:
Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Company Borrower or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company Borrower or any of its Restricted Subsidiaries;
; (b) make loans or advances to the Company Borrower or any of its Restricted Subsidiaries; or
or (c) transfer any of its properties or assets to the Company Borrower or any of its Restricted Subsidiaries. However, the preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of:
: (1i) agreements governing Existing Indebtedness Indebtedness, the Senior Note Indenture and the Asset-Based Facility each as in effect on the Issue Closing Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Closing Date;
; (2ii) this Supplemental Indenture and the Notes;
Loan Documents; (3iii) applicable law, rule, regulation or order;
Law; (4iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of the acquisition by the Borrower or any of its Restricted Subsidiaries of such acquisition Person or the properties or assets of such Person (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture Agreement to be incurred;
; (5v) customary non-assignment provisions in leases, franchise agreements contracts and other commercial agreements leases entered into in the ordinary course of business business; (vi) construction loans and consistent with past practices;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired constructed, purchased or leased of the nature described in clause (c) of the preceding paragraph;
; (7vii) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its the sale or other disposition;
; (8) viii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
; (9ix) Indebtedness secured by Permitted Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such Lien;
Liens; (10x) any restriction under an agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 8.03; (xi) provisions with respect to limiting or prohibiting 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 Borrower's board of directors, which limitation or prohibition is applicable only to the assets that are the subject of such agreements;
; and (11xii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company and each Restricted Subsidiary shall not, and the Company shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(A) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (B) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
of (1a) Existing agreements relating to Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any as of the Credit Facilities) Original Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, additions (including additional Warehouse Facilities), replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, additions, replacements or refinancings are no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, agreements relating to Indebtedness as in effect on the Original Issue Date;
, (2) this Supplemental Indenture and the Notes;
(3b) applicable law, rule, regulation or order;
(4c) any instrument governing Indebtedness Acquired Debt or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness Acquired Debt was incurred or such Capital Stock was issued or its terms amended in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties property or assets of any Person, other than the Person, Person or the property or assets of the Person, so acquired; , provided that, that such Person is not taken into account in the case of Indebtedness, determining on a pro forma basis whether such Indebtedness acquisition subject to such Acquired Debt was permitted by the terms of this Supplemental Indenture to be incurred;
Indenture, (5d) customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practices;
, (6e) 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 (ciii) of above on the preceding paragraph;
property so acquired, (7f) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
, and (9g) Liens securing Indebtedness the Indenture, the Subsidiary Guarantees, or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of Collateral Agreements and the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingRelated Agreements.
Appears in 1 contract
Sources: Indenture (Delta Financial Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(aa)(i) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits, profits or (ii) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (b) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
reasons of (1i) Existing Indebtedness as in effect on the Issue Date date hereof, (including, without limitation, Indebtedness under any of ii) the Credit Facilities) Agreement as in effect on the date hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or and refinancings are no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing IndebtednessCredit Agreement as of the date hereof, (iii) this Indenture, the Guarantees, the Notes and the Subordinated Convertible Notes as in effect on the Issue Date;
date of this Indenture, (2) this Supplemental Indenture and the Notes;
(3iv) applicable law, rule, regulation or order;
(4v) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation anticipation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, that the Consolidated Cash Flow of such Person is not taken into account in the case of Indebtedness, determining whether such Indebtedness acquisition was permitted by the terms hereof, (vi) by reason of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practices;
, (6vii) 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 above on the preceding paragraph;
property so acquired, (7viii) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
refinanced or (9ix) Liens securing Indebtedness or other obligations otherwise permitted restrictions imposed with respect to be incurred under Section 4.14 that limit the right a subsidiary of the Company imposed pursuant to a binding agreement which has been entered into for the sale or any disposition of its Restricted Subsidiaries to dispose all or substantially all of the Capital Stock or assets subject to of such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10Subsidiary; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, disposition will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole comply with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingSection 4.10 hereof.
Appears in 1 contract
Sources: Indenture (Key Energy Group Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company and each Restricted Subsidiary shall not, and the Company shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(A) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (B) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
of (1a) Existing agreements relating to Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any as of the Credit Facilities) Original Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, additions (including additional Warehouse Facilities), replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, additions, replacements or refinancings are no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, agreements relating to Indebtedness as in effect on the Original Issue Date;
, (2) this Supplemental Indenture and the Notes;
(3b) applicable law, rule, regulation or order;
(4c) any instrument governing Indebtedness Acquired Debt or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness Acquired Debt was incurred or such Capital Stock was issued or its terms amended in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties property or assets of any Person, other than the Person, Person or the property or assets of the Person, so acquired; , provided that, that such Person is not taken into account in the case of Indebtedness, determining on a pro forma basis whether such Indebtedness acquisition subject to such Acquired Debt was permitted by the terms of this Supplemental Indenture to be incurred;
Indenture, (5d) customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practices;
, (6e) 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 (ciii) of above on the preceding paragraph;
property so acquired, (7f) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
, and (9g) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of Indenture, the Company or any of its Restricted Subsidiaries to dispose of Subsidiary Guarantees, the assets subject to such Lien;
(10) provisions with respect to Collateral Agreements and the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingRelated Agreements.
Appears in 1 contract
Sources: Indenture (Delta Financial Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary that is not a Subsidiary Guarantor to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(a) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries on its Capital Stock Stock, or (b) pay any indebtedness owed to the Company Issuer or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(bii) make loans or advances to the Company Issuer or any of its Restricted Subsidiaries; or
Subsidiaries or (ciii) transfer any of its properties or assets to the Company Issuer or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
of (1a) Existing Indebtedness as in effect on the Issue Date date of this Indenture, (including, without limitation, Indebtedness under any b) the New Credit Facility as in effect as of the Credit Facilities) date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, New Credit Facility as in effect on the Issue Date;
date of this Indenture, (2c) this Supplemental Indenture and the Notes;
, (3d) applicable law, rule, regulation or order;
(4e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; provided that, in the case (f) by reason of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment or net worth provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practices;
, (6g) 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 (ciii) of above on the preceding paragraph;
property so acquired, (7h) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
, (9i) Liens securing Indebtedness any instrument or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of agreement governing Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictivethis Indenture, taken as which is secured by a wholeLien permitted to be incurred under this Indenture, which encumbrance or restriction is not applicable to any property or assets other than the terms contained in the most restrictiveproperty or assets subject to such Lien, together or individually of the Credit Facilities as in effect on the Issue Date;
(13j) restrictions that are not materially more restrictive, taken as applicable to a whole, than Receivables Subsidiary arising from a Receivables Transaction or (k) customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) any encumbrances joint venture agreements 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingsimilar agreements.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its the Company’s Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its the Company’s Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its the Company’s Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any of its the Company’s Restricted Subsidiaries. However, the preceding restrictions shall .
(b) Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and the Credit Agreement as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Supplemental Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect such agreements on the Issue Date;
(2) this Supplemental Indenture Indenture, the Notes and the Notesrelated Subsidiary Guarantees;
(3) applicable law, rule, regulation or order;
(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred or Capital Stock was issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements licenses, contracts and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
(6) 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 (c3) of the preceding paragraphSection 4.08(a);
(7) any agreement for the sale or other disposition of all or substantially all the Capital Stock or assets of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its the closing of such sale or other disposition;
(8) agreements governing Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens any agreement creating a Lien securing Indebtedness or other obligations otherwise permitted to be incurred under pursuant to Section 4.14 that limit 4.12, to the extent limiting the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreementsagreements entered into in the ordinary course of business;
(11) customary restrictions on a Receivables Subsidiary and Receivables Program Assets effected in connection with a Qualified Receivables Transaction;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;and
(13) restrictions agreements governing Indebtedness incurred in compliance with Section 4.09(b)(4), provided that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings apply only to assets financed with the proceeds 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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingIndebtedness.
Appears in 1 contract
Sources: Fourth Supplemental Indenture (TreeHouse Foods, Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of:
(1) Existing Indebtedness and Indebtedness under the Credit Agreements, in each case as in effect on the Issue Date (includingdate of this Indenture, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided PROVIDED that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive such Existing IndebtednessIndebtedness and Indebtedness under Credit Agreements, as in effect on the Issue Datedate of the Indenture;
(2) this Supplemental Indenture the Indenture, the Notes and the NotesNote Guarantees;
(3) applicable law, rule, regulation or order;
(4) (A) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided , PROVIDED that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental the Indenture to be incurred, and (B) in the case of any such instruments of a Guarantor, any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, PROVIDED that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such instrument at the time of acquisition;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practices;
(6) Capital Lease Obligations, mortgage financings or purchase money obligations for property acquired in the ordinary course of business a Guarantor permitted to be incurred under this Indenture that impose imposed restrictions on the property so acquired of the nature described in clause (c3) of the preceding paragraphparagraph on the property acquired, constructed or improved through such Capital Lease Obligations, mortgage financing or purchase money obligations;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided , PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such Lien;; and
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable mortgage financings and that the management of the Company determines, at the time of such financing, will or a Guarantor not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 otherwise covered in clauses (1) through (139) above; provided that above and permitted to be incurred under the Indenture so long as (A) such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, encumbrances and restrictions (x) apply only in the good faith judgment event of a payment default or a default with respect to a financial covenant contained in such financings or (y) arise in connection with the Issuerscreation of reserves for furniture, fixture and equipment, taxes, insurance, interest, and for capital repair and replacement or similar reserves, (B) the encumbrances and restrictions are not materially more restrictive taken as disadvantageous to the Holders of Notes than is customary in comparable financings and (C) the Company determines that (absent any payment default or a whole default with respect to a financial covenant contained in such encumbrance financings) any such encumbrances or restrictions will not materially affect the Company's ability to make interest and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingprincipal payments on the Notes.
Appears in 1 contract
Sources: Indenture (Wright Bilt Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) to:
Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
; (b) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the restrictions in the immediately preceding restrictions sentence shall not apply to encumbrances or restrictions existing under or by reason of:
of (1i) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided PROVIDED that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Date;
date hereof; (2ii) this Supplemental Indenture Indenture, the Notes and the Notes;
Subsidiary Guarantees; (3iii) applicable law, rule, regulation or order;
; (4iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of 39 such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided , PROVIDED that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
; (5v) customary non-assignment provisions in leases, franchise agreements and other commercial agreements contracts or licenses entered into in the ordinary course of business and consistent with past practices;
business; (6vi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (c) of the preceding paragraph;
above; (7vii) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition;
; (8) viii) Permitted Refinancing Indebtedness; provided , 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;
; (9ix) Liens securing Indebtedness or other obligations otherwise permitted pursuant to be incurred under Section 4.14 4.12 hereof and restrictions in the agreements relating thereto that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such Lien;
Liens; (10x) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements;
agreements entered into in the ordinary course of business; (11xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
; (12xii) restrictions contained any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the terms property so acquired and was not created in connection with or in anticipation of such acquisition; (xiii) agreements not described in clause (i) in effect on the date hereof; (xiv) covenants in agreements relating to the Indebtedness permitted of Foreign Subsidiaries; and (xv) any amendments to be incurred under Section 4.10; provided that such restrictions are no more restrictiveany of the foregoing that, when taken as a whole, are not more restrictive than the terms those contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingagreement being amended.
Appears in 1 contract
Sources: Indenture (Carters Imagination Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or 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 of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Company to:
(a) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted SubsidiariesStock;
(b) make loans or advances or pay any Indebtedness or other obligation owed to the Company or any of its Restricted SubsidiariesGuarantor; or
(c) sell, lease or transfer any of its properties property or assets to the Company or any of its Restricted Subsidiaries. HoweverGuarantor, the preceding restrictions shall not apply except, with respect to clauses (a), (b) and (c), for such encumbrances or restrictions existing under or by reason of:
(1) Existing applicable law, rule, regulation or order;
(2) this Indenture, the Notes and the Guarantees;
(3) non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Company entered into in the ordinary course of business;
(4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; provided that such Acquired Indebtedness as was permitted by the terms of this Indenture to be incurred;
(5) the Debt Facility in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and or any amendments, 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 either (i) contained in, or not materially more restrictive than those contained in, the Debt Facility in effect prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (ii) ordinary and customary with respect to syndicated bank loans in the market at the time such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are entered into;
(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 Capital Stock to any Person pending the closing of such sale which is not prohibited by this Indenture;
(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 in connection with a Qualified Securitization Transaction;
(11) other Indebtedness outstanding on the Issue Date or permitted to be incurred under this Indenture; provided that any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(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 clauses (1) through (4) and (6) through (11) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no are, in the good faith judgment of the Company’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, either (i) not materially more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtednessdividend or other payment restrictions prior to such amendment, as in effect on modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or (ii) ordinary and customary with respect to such instruments or obligations at the Issue Datetime such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are entered into;
(214) this Supplemental Indenture and the Notes;
(3) applicable law, rule, regulation encumbrances or order;
(4) restrictions contained in any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(515) customary non-assignment provisions in joint venture, asset sale, stock purchase and merger agreements and other similar agreements; and
(16) customary provisions in leases, franchise agreements licenses and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
(6) 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;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) 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;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Third Supplemental Indenture (Central Garden & Pet Co)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Amkor shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(aa)(i) pay dividends or make any other distributions on its Capital Stock to the Company Amkor or any of its Restricted Subsidiaries, Subsidiaries (A) on such Restricted Subsidiary's Equity Interests or (B) with respect to any other interest or participation in, or measured by, its profits, such Restricted Subsidiary's profits or (ii) pay any Indebtedness indebtedness owed to the Company Amkor or any of its Restricted Subsidiaries;
, (b) make loans or advances to the Company Amkor or any of its Restricted Subsidiaries; or
, or (c) transfer any of its properties or assets to the Company Amkor or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
reasons of (1I) Existing Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) date hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacements, or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacements, or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive such Existing Indebtedness, as in effect on the Issue Date;
date hereof, (2II) this Supplemental Indenture and the Notes;
Agreement, (3III) applicable law, rule, regulation or order;
(4IV) any instrument governing Indebtedness or Capital Stock Equity Interests of a Person acquired by the Company Amkor or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture Agreement to be incurred;
, (5V) customary non-assignment provisions in leases, franchise agreements licenses, and other commercial agreements contracts entered into in the ordinary course of business and consistent with past practices;
, (6VI) purchase money obligations or Capital Lease 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;
preceding, (7VII) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions dividends, distributions, loans, advances, or transfers by such Restricted Subsidiary pending its sale or other disposition;
, (8) VIII) 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;
, (9IX) agreements entered into with respect to Liens LOAN AND SECURITY AGREEMENT securing Indebtedness or other obligations otherwise permitted to be incurred under pursuant to the provisions of Section 4.14 10.2.7 that limit the right of the Company Amkor or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
, (10X) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
agreements entered into in the ordinary course of business, (11XI) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
, (12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14XII) any encumbrances or restrictions Receivables Program for any Subsidiary of Amkor which is not a Borrower, and (XIII) any restriction imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings pursuant to contracts for the sale 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, not materially more restrictive taken as a whole assets with respect to such encumbrance and other restrictions than those prior the transfer of the assets to be sold pursuant to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingcontract.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, profits or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
of (1r) Existing Indebtedness as in effect on the Issue Date Date, (including, without limitation, Indebtedness under any s) the Credit Facility as in effect as of the Credit Facilities) Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, Credit Facility as in effect on the Issue Date;
, (2t) this Supplemental Indenture and the Notes;
, (3u) applicable law, rule, regulation or order;
(4v) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture Section 4.9 hereof to be incurred;
, (5w) by reason of customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practices;
customary provisions in other agreements that restrict assignment of such agreements or rights thereunder, (6x) customary restrictions contained in asset sale agreements limiting the transfer of such assets pending the closing of such sale, (y) 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 (ciii) of above on the preceding paragraph;
property so acquired, or (7z) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; Indebtedness with respect to any indebtedness referred to in clauses (r), (t) and (v) above, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Indenture (Taylor Companies Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to: (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits, or ; (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
; (biii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
or (civ) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of:
: (1a) Existing Indebtedness as in effect on the Issue Date date of this Indenture; (including, without limitation, Indebtedness under any b) the Senior Credit Facilities as in effect as of the Credit Facilities) date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings refinancings, thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a wholewhole (as determined in the good faith judgment of the Company's Board of Directors), with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, Senior Credit Facilities as in effect on the Issue Date;
date of this Indenture; (2c) this Supplemental Indenture and the Notes;
, (3d) any applicable law, rule, regulation or order;
, (4e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
; (5f) customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practices;
; (6g) 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 (civ) of the preceding paragraph;
; (7h) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; , provided that the material restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, in the good faith judgment of the Company's board of directors, taken as a whole, to the Holders of Notes than those contained in the agreements governing the Indebtedness being refinanced;
; (9i) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or distribution substantially all of the Capital Stock or assets or property in joint venture agreements and other similar agreements;
of such Subsidiary; (11j) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
; and (12k) restrictions contained in the terms other Indebtedness or Disqualified Stock of Indebtedness Restricted Subsidiaries permitted to be incurred under subsequent to the Issue Date pursuant to the provisions of Section 4.104.09 hereof; provided that any such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are ordinary and customary with respect to the type of Indebtedness being incurred under 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 arerelevant circumstances and do not, in the good faith judgment of the IssuersBoard of Directors of the Company, not materially more restrictive taken as a whole with respect impair the Company's ability to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingmake payment on the Notes when due.
Appears in 1 contract
Sources: Indenture (Team Health Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. .
(b) However, the preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Date;
(2) this Supplemental Indenture Indenture, the Notes and the NotesNote Guarantees;
(3) applicable law, or any applicable rule, regulation or order;
(4) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements contracts and other commercial agreements licenses (including licenses of intellectual property) entered into in the ordinary course of business and consistent with past practicesbusiness;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (c) of the preceding paragraphSection 3.6(a)(3);
(7) any agreement for the sale or other disposition of assets, including an agreement for the sale or other disposition of a Restricted Subsidiary of the Company Subsidiary, that restricts distributions by such the applicable Restricted Subsidiary pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 3.5 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into 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) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, stockholder agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;
(12) other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with Section 3.3; provided that the provisions relating to such encumbrance or restriction contained in such Indebtedness are not materially less favorable to the Company taken as a whole, as determined by the Board of Directors of Parent in good faith, than the provisions contained in the Credit Agreement and in this Indenture as each is in effect on the closing date of the Credit Agreement and the Issue Date under the Indenture, respectively;
(13) the issuance of Preferred Stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such Preferred Stock is permitted pursuant to Section 3.3 and the terms of such Preferred Stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such Preferred Stock prior to paying any dividends or making any other distributions on such other Capital Stock);
(14) supermajority voting requirements existing under corporate charters, by laws, stockholders agreements and similar documents and agreements;
(1115) 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;
(16) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; and
(17) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Indenture (Tronox Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company and each Restricted Subsidiary shall not, and the Company shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(A) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (B) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
of (1a) Existing agreements relating to Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any as of the Credit Facilities) Original Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, additions (including additional Warehouse Facilities), replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, additions, replacements or refinancings are no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, agreements relating to Indebtedness as in effect on the Original Issue Date;
, (2) this Supplemental Indenture and the Notes;
(3b) applicable law, rule, regulation or order;
(4c) any instrument governing Indebtedness Acquired Debt or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness Acquired Debt was incurred or such Capital Stock was issued or its terms amended in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties property or assets of any Person, other than the Person, Person or the property or assets of the Person, so acquired; , provided that, that such Person is not taken into account in the case of Indebtedness, determining on a pro forma basis whether such Indebtedness acquisition subject to such Acquired Debt was permitted by the terms of this Supplemental Indenture to be incurred;
Indenture, (5d) customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practices;
, (6e) 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 (ciii) of above on the preceding paragraph;
property so acquired, (7f) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
, and (9g) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit this Indenture, the right of Subsidiary Guarantees, the Company or any of its Restricted Subsidiaries to dispose of Collateral Agreements and the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingRelated Agreements.
Appears in 1 contract
Sources: Indenture (Delta Financial Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
: (a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
; (b) make loans or advances to the Company or any of its Restricted Subsidiaries; or
or (c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
(1a) agreements governing Existing Indebtedness as in effect on the Issue Date and Credit Facilities (including, without limitation, Indebtedness under any the ▇▇▇▇▇▇ Loan Agreement) as in effect on the date of the Credit Facilities) this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2b) this Supplemental Indenture Indenture, the Notes and the NotesNote Guarantees;
(3c) the Junior Note Indenture, the Junior Notes and the Junior Note Guarantees;
(d) applicable law, rule, regulation or order;
(4e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5f) customary non-assignment provisions in leases, franchise agreements and other commercial agreements any contract or licensing agreement entered into in the ordinary course of business and consistent with past practices;
(6g) 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 or Capital Lease Obligations or other mortgage financings permitted to be incurred pursuant to clause (c) of the preceding paragraph;
(7) any agreement for the sale or other disposition second paragraph of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) 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;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.Section
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
of (1a) Existing Indebtedness as in effect on the Issue Date date of this Indenture, (including, without limitation, Indebtedness under any b) the New Credit Agreement as in effect as of the Credit Facilities) date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions affecting Restricted Subsidiaries than those contained in the most restrictive Existing Indebtedness, New Credit Agreement as in effect on the Issue Date;
date of this Indenture, (2c) this Supplemental Indenture and the Notes;
, (3d) applicable law, rule, regulation or order;
(4e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
, (5f) by reason of customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practices;
, (6g) 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 (ciii) of above on the preceding paragraph;
property so acquired, or (7h) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Indenture (Dyersburg Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding .
(b) The restrictions in Section 4.08(a) shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities and other agreements, including without limitation agreements entered into on the date of this Indenture in connection with the transactions contemplated by the Acquisition Agreement, as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2) this Supplemental Indenture Indenture, the Dollar Indenture, the Notes and the NotesSubsidiary Guarantees, the Exchange Notes and the related Subsidiary Guarantees, the Dollar Notes and the related subsidiary guarantees and the Dollar Exchange Notes and the related subsidiary guarantees;
(3) applicable law, rule, regulation or order;
(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such that Indebtedness or Capital Stock was incurred in connection with or in contemplation of such that acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such that Indebtedness was permitted to be incurred by the terms of this Supplemental Indenture to be incurredIndenture;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements contracts entered into in the ordinary course of business and consistent with past practices;
(6) Capital Lease Obligations, mortgage financings or purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (c3) of the preceding paragraphSection 4.08(a);
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such that Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries a Person to dispose of the assets subject to such Lienthose Liens;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements;
(11) Indebtedness permitted to be incurred by clause (10) of Section 4.09(a) hereof;
(12) Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such restrictions apply only to that Receivables Subsidiary; and
(13) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Indenture (Johnson Polymer Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
of (1a) Existing Indebtedness existing agreements as in effect on the Issue Date date of this Indenture, (including, without limitation, Indebtedness under any b) the Senior Credit Facility as in effect as of the Credit Facilities) date of this Indenture, and any amendments, modifications, extensions, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement, extensions or refinancings are no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, Senior Credit Facility as in effect on the Issue Date;
date of this Indenture, (2c) this Supplemental Indenture and the Senior Subordinated Notes;
, (3d) applicable law, rule, regulation or order;
(4e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture hereof to be incurred;
, (5f) by reason of customary non-assignment provisions in leases, franchise agreements and other commercial leases or agreements entered into in the ordinary course of business and consistent with past practices;
, (6g) 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 (ciii) above on the property so acquired, (h) Indebtedness of the preceding paragraph;
Guarantors or Foreign Restricted Subsidiaries, provided that such Indebtedness was permitted to be incurred pursuant to this Indenture, or (7i) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Indenture (Key Plastics Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, directly Directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(ai) pay dividends or make any other distributions on its Capital Stock to the Company Borrower or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, Subsidiaries or pay any Indebtedness liabilities owed to the Company Borrower or any of its Restricted Subsidiaries;
(bii) make loans or advances to the Company Borrower or any of its Restricted Subsidiaries; or
(ciii) transfer any of its properties or assets to the Company Borrower or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to ; in each case other than encumbrances or restrictions existing under or by reason ofrestrictions:
(1i) existing under, by reason of or with respect to the ABL Credit Agreement, Existing Indebtedness as or any other agreements in effect on the Issue Closing Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increasesextensions, supplements, refundings, replacements or refinancings thereof, provided PROVIDED that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, increasesextensions, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive ABL Credit Agreement, Existing IndebtednessIndebtedness or such other agreements, as the case may be, as in effect on the Issue Closing Date;
(2ii) set forth in this Supplemental Indenture Agreement and the NotesGuaranty;
(3iii) existing under, by reason of or with respect to applicable law, rule, regulation or orderLaw;
(4iv) with respect to any instrument governing Indebtedness Person or Capital Stock the property or assets of a Person acquired by the Company Borrower or any of its Restricted Subsidiaries as in effect existing at the time of such acquisition (except to the extent such Indebtedness was and not incurred in connection with or in contemplation of such acquisitionacquisition (including any instrument governing Acquired Indebtedness), which encumbrance or restriction is not applicable to any Person, Person or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided thatacquired and any amendments, in the case of Indebtednessmodifications, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leasesrestatements, franchise agreements and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
(6) 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;
(7) any agreement for the sale renewals, extensions, supplements, refundings, replacements or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided refinancings thereof, PROVIDED that the encumbrances and restrictions contained in the agreements governing any such Permitted Refinancing Indebtedness amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in effect on the agreements governing date of the Indebtedness being refinancedacquisition;
(9v) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit in the right case of clause (iii) of the Company first paragraph of this SECTION 7.07:
(A) restricting in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, intellectual property, conveyance or contract or similar property or asset, or
(B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Borrower or any of its Restricted Subsidiaries to dispose of the assets subject to such Liennot otherwise prohibited this Agreement;
(10vi) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business;
(12vii) restrictions contained in pursuant to the terms of security documents evidencing any Lien securing Indebtedness otherwise permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictiveSECTION 7.01, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Dateincluding Permitted Liens;
(13viii) contained in security agreements or mortgages securing Indebtedness of the Borrower or a Subsidiary entered in the ordinary course of business and consistent with past practices, only to the extent such restrictions restrict the transfer of the property subject to such security agreements and mortgages;
(ix) contained in Capital Lease Obligations or Purchase Money Obligations for property acquired, in each case in the ordinary course of business and consistent with past practices, to the extent that are not materially more restrictivesuch encumbrance or restriction (A) only restricts the transfer of the assets financed with such Capital Lease Obligations or Purchase Money Obligations and (B) solely relates to the property financed with such Capital Lease Obligations or Purchase Money Obligations;
(x) contained in any agreement for the sale of assets, taken as a wholeincluding any Asset Sale, than that restricts transfers of such assets pending their sale;
(xi) existing under or by reason of customary provisions in comparable financings joint venture or similar agreements, asset sale agreements, stock sale agreements and sale and leaseback transactions required in connection with the entering into of such transactions, which encumbrance or restriction is applicable only to the assets that are the management subject of such agreements;
(xii) contained in agreements entered into between a Subsidiary and another Subsidiary which second Subsidiary is not a Subsidiary of the Company determines, at first Subsidiary; PROVIDED that such agreement does not limit dividends or distributions to the time direct parent or direct subsidiary of either such financing, will not materially impair the Issuers’ ability to make payments as required under the NotesSubsidiary; and
(14xiii) 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 CLAUSES (1i) through (13xiii) above; of this proviso, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, are not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than that those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Senior Secured Bridge Credit Agreement (Great Atlantic & Pacific Tea Co Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or permit otherwise permit, cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(aa)(i) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, profits or (ii) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (b) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (c) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason reasons of:
(1i) this Indenture, the Notes and the Note Guarantees;
(ii) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2) this Supplemental Indenture and the Notes;
(3) applicable law, rule, regulation or order;
(4iii) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurredIndenture;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
(6iv) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described set forth in clause (c) of the preceding paragraphSection 5.09(iii);
(7v) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9vi) applicable law rule, regulation or order;
(vii) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business;
(viii) any agreement for the sale or other disposition of a Subsidiary that restricts distributions by that Subsidiary pending the sale or other disposition;
(ix) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 5.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10x) provisions with respect to 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;; and
(11xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding .
(b) The restrictions shall in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness or Credit Facilities as in effect or which come into effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided PROVIDED that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect not materially less favorable to such dividend and other payment restrictions than those contained in the most restrictive Existing IndebtednessHolders of Notes, as determined by the Company's Board of Directors in effect on the Issue Datetheir reasonable and good faith judgment;
(2) this Supplemental Indenture Indenture, the Notes and the NotesNote Guarantees;
(3) applicable law, rule, regulation or order;
(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided , PROVIDED that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements contracts entered into in the ordinary course of business and consistent with past practicespractice;
(6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (c) of the preceding paragraphSection 4.08(a)(3);
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided , PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictivenot materially less favorable to Holders of Notes, taken as a whole, than those contained determined by the Company's Board of Directors in the agreements governing the Indebtedness being refinancedtheir reasonable and good faith judgment;
(9) agreements existing on the date of this Indenture;
(10) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(1011) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements;agreements entered into in the ordinary course of business; and
(1112) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Indenture (Compton Petroleum Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or 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 of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Company to:
: (a) pay dividends or make any other distributions on on, or in respect of, its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
Stock; (b) make loans or advances or pay any Indebtedness or other obligation owed to the Company or any of its Restricted SubsidiariesGuarantor; or
or (c) transfer any of its properties property or assets to the Company or any of its Restricted Subsidiaries. HoweverGuarantor, the preceding restrictions shall not apply except, with respect to clauses (a), (b) and (c), for such encumbrances or restrictions existing under or by reason of:
: (1) Existing Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect on the Issue Date;
(2) this Supplemental Indenture and the Notes;
(3) applicable law, rule, regulation or order;
; (2) this Indenture, the Notes, the 2006 Notes and the Guarantees; (3) non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Company entered into in the ordinary course of business; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition)Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, Person or the property properties or assets of the Person, Person so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements the Credit Facility as entered into in on the Relevant Date or any amendments, 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 course of business and consistent customary with past practices;
respect to syndicated bank loans (under the relevant circumstances); (6) purchase money obligations for property acquired agreements existing on the Relevant Date to the extent and in the ordinary course of business that impose manner such agreements are in effect on the Relevant Date, including the Existing Notes; (7) restrictions on the property so acquired transfer of assets subject to any Lien permitted under this Indenture imposed by the nature described in clause holder of such Lien; (c) 8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of the preceding paragraph;
such sale; (79) any agreement for the sale or instrument governing Capital Stock of any Person that is acquired; (10) any Purchase Money Note or other disposition Indebtedness or other contractual requirements of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing IndebtednessSecuritization Entity in connection with a Qualified Securitization Transaction; provided that the such restrictions contained in the agreements governing apply only to such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
Securitization Entity; (911) Liens securing other Indebtedness or other obligations otherwise Permitted Subsidiary Preferred Stock outstanding on the Relevant Date or permitted to be issued or incurred under Section 4.14 this Indenture; provided that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions restrictions are ordinary and customary with respect to the disposition type of Indebtedness being incurred or distribution of assets or property in joint venture agreements and other similar agreements;
Preferred Stock being issued (11under the relevant circumstances); (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (1) through (134) and (6) through (12) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the IssuersCompany’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive taken as a whole with respect to such encumbrance 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; (14) customary provisions in joint venture and other similar agreements; and (15) customary provisions in leases and other agreements entered into in the ordinary course of business.
Appears in 1 contract
Sources: Indenture (TransDigm Group INC)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements, including, without limitation, those governing Existing Indebtedness and Credit Facilities, as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2) this Supplemental Indenture Indenture, the Notes and the NotesNote Guarantees;
(3) applicable law, rulerules, regulation regulations or orderorder or governmental license, permit or concession;
(4) any instrument governing Indebtedness or Capital Stock Equity Interests of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was or Equity Interests were incurred or issued in connection with or in contemplation of such acquisition to provide funds to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions restricting assignments, subletting or other similar transfers in leasescontracts, franchise agreements licenses and other commercial agreements (including, without limitation, leases and agreements relating to intellectual property) entered into in the ordinary course of business and consistent with past practicesbusiness;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (c3) of the preceding paragraph;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company or an asset that restricts distributions by such that Restricted Subsidiary or transfers of such asset pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise and agreements related thereto that were permitted to be incurred under the provisions of Section 4.14 4.12 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets or property subject to such LienLiens;
(10) provisions with respect to limiting the disposition or distribution of assets or property (including Capital Stock of any Person in which the Company has an Investment) in joint venture agreements, stockholder agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable in all material respects only to the assets or property that are the subject of such agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) customary provisions restricting the disposition of real property interests set forth in any easements or other similar agreements or arrangements of the Company or any Restricted Subsidiary;
(13) provisions restricting the transfer of any Capital Stock of an Unrestricted Subsidiary;
(14) Indebtedness of a Restricted Subsidiary incurred subsequent to the date of this Indenture pursuant to the provisions of Section 4.10 (i) in respect of the subordination provisions, if any, of such Indebtedness, (ii) if the encumbrances and restrictions contained in any such Indebtedness taken as a whole are not materially less favorable to the terms Holders than the encumbrances and restrictions contained in this Indenture or that may be contained in any Credit Agreement in accordance with this covenant or (iii) if such encumbrance or restriction is customary in comparable financings (as determined in good faith by the Company) and either (x) the Company determines in good faith that such encumbrance or restriction shall not adversely affect in any material respect the Company’s ability to make principal or interest payments on the Notes as and when due or (y) such encumbrance or restriction applies only in the event of Indebtedness permitted to be incurred and during the continuance of a default under Section 4.10such Indebtedness; and
(15) Non-Recourse Debt or other encumbrances, restrictions or contractual requirements of a Securitization Subsidiary in connection with a Qualified Securitization Transaction; provided that such restrictions are no more restrictive, taken as a whole, than apply only to such Securitization Subsidiary or the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions Securitization Assets that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that subject to the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingQualified Securitization Transaction.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements, including, without limitation, those governing Existing Indebtedness and Credit Facilities, as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2) this Supplemental Indenture Indenture, the Notes and the NotesNote Guarantees;
(3) applicable law, rulerules, regulation regulations or orderorder or governmental license, permit or concession;
(4) any instrument governing Indebtedness or Capital Stock Equity Interests of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was or Equity Interests were incurred or issued in connection with or in contemplation of such acquisition to provide funds to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions restricting assignments, subletting or other similar transfers in leasescontracts, franchise agreements licenses and other commercial agreements (including, without limitation, leases and agreements relating to intellectual property) entered into in the ordinary course of business and consistent with past practicesbusiness;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (c3) of the preceding paragraph;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company or an asset that restricts distributions by such that Restricted Subsidiary or transfers of such asset pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise and agreements related thereto that were permitted to be incurred under the provisions of Section 4.14 4.12 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets or property subject to such LienLiens;
(10) provisions with respect to limiting the disposition or distribution of assets or property (including Capital Stock of any Person in which the Company has an Investment) in joint venture agreements, stockholder agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable in all material respects only to the assets or property that are the subject of such agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) customary provisions restricting the disposition of real property interests set forth in any easements or other similar agreements or arrangements of the Company or any Restricted Subsidiary;
(13) provisions restricting the transfer of any Capital Stock of an Unrestricted Subsidiary;
(14) Indebtedness of a Restricted Subsidiary incurred subsequent to the date of this Indenture pursuant to the provisions of Section 4.10 (i) in respect of the subordination provisions, if any, of such Indebtedness, (ii) if the encumbrances and restrictions contained in any such Indebtedness taken as a whole are not materially less favorable to the terms Holders than the encumbrances and restrictions contained in this Indenture or that may be contained in any Credit Agreement in accordance with this covenant or (iii) if such encumbrance or restriction is customary in comparable financings (as determined in good faith by the Company) and either (x) the Company determines in good faith that such encumbrance or restriction shall not adversely affect in any material respect the Company's ability to make principal or interest payments on the Notes as and when due or (y) such encumbrance or restriction applies only in the event of Indebtedness permitted to be incurred and during the continuance of a default under Section 4.10such Indebtedness; and
(15) Non-Recourse Debt or other encumbrances, restrictions or contractual requirements of a Securitization Subsidiary in connection with a Qualified Securitization Transaction; provided that such restrictions are no more restrictive, taken as a whole, than apply only to such Securitization Subsidiary or the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions Securitization Assets that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that subject to the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingQualified Securitization Transaction.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. .
(b) However, the preceding restrictions in Section 4.09(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and the Old Credit Agreement as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, including, without limitation, the New Credit Agreement; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Date;
(2) this Supplemental Indenture Indenture, the Notes and the Notesrelated Subsidiary Guarantees;
(3) applicable law, rule, regulation or order;
(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements of any contract entered into in the ordinary course of business and consistent with past practicescustomary provisions restricting subletting of any interest in real property contained in any lease or easement agreement of the Company or any Restricted Subsidiary, or any customary restriction on the ability of a Restricted Subsidiary to dividend, distribute or otherwise transfer any asset which secures Indebtedness secured by a Lien and which Indebtedness and which Lien was permitted by this Indenture;
(6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (c3) of the preceding paragraphSection 4.09(a) hereof;
(7) any agreement for the sale or other disposition of all or substantially all of the assets or Capital Stock of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other dispositiondisposition of all or substantially all of the assets or Capital Stock of such Restricted Subsidiary;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness with respect to dividends and other payments are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 4.13 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such Lien;Liens
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreementsagreements entered into in the ordinary course of business;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;; and
(12) restrictions contained in the terms of Indebtedness permitted any encumbrance or restriction pursuant to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions restricting dispositions of real property interests set forth in comparable financings and that the management any reciprocal easement agreements of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) or 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingRestricted Subsidiary.
Appears in 1 contract
Sources: First Supplemental Indenture (Corrections Corp of America)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. .
(b) However, the preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Date;
(2) this Supplemental Indenture Indenture, the Notes and the NotesNote Guarantees;
(3) applicable law, or any applicable rule, regulation or order;
(4) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements contracts and other commercial agreements licenses (including licenses of intellectual property) entered into in the ordinary course of business and consistent with past practicesbusiness;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (c) of the preceding paragraphSection 3.6(a)(3);
(7) any agreement for the sale or other disposition of assets, including an agreement for the sale or other disposition of a Restricted Subsidiary of the Company Subsidiary, that restricts distributions by such the applicable Restricted Subsidiary pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 3.5 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into 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) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, stockholder agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;
(12) other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with Section 3.3; provided that the provisions relating to such encumbrance or restriction contained in such Indebtedness are not materially less favorable to the Company taken as a whole, as determined by the Board of Directors of Parent in good faith, than the provisions contained in the Credit Agreement and in this Indenture as each is in effect on the closing date of the Credit Agreement and the Issue Date under the Indenture, respectively;
(13) the issuance of Preferred Stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such Preferred Stock is permitted pursuant to Section 3.3 and the terms of such Preferred Stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such Preferred Stock prior to paying any dividends or making any other distributions on such other Capital Stock);
(14) supermajority voting requirements existing under corporate charters, by laws, stockholders agreements and similar documents and agreements;
(1115) 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;
(16) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; and
(17) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Indenture (Tronox Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
of (1a) Existing Indebtedness as in effect on the Issue Date date of this Indenture, (including, without limitation, Indebtedness under any b) the Credit Agreement as in effect as of the Credit Facilities) date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken restrictive in the aggregate (as a whole, determined in the good faith judgment of the Company's Board of Directors) with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, Credit Agreement as in effect on the Issue Date;
date of this Indenture, (2c) this Supplemental Indenture and the Notes;
, (3d) any applicable law, rule, regulation or order;
, (4e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
, (5f) by reason of customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practices;
, (6g) 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 (ce) of above on the preceding paragraph;
property so acquired, (7h) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; , provided that the material restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, in the good faith judgment of the Company's Board of Directors, taken as a whole, to the Holders of Notes than those contained in the agreements governing the Indebtedness being refinanced;
, (9i) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit contracts for the right sale of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions assets, including, without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or distribution substantially all of the Capital Stock or assets or property in joint venture agreements and other similar agreements;
of such Subsidiary, (11j) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
business and (12k) restrictions contained in the terms other Indebtedness or Disqualified Stock of Indebtedness Restricted Subsidiaries permitted to be incurred under subsequent to the Issuance Date pursuant to the provisions of Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing4.09 hereof.
Appears in 1 contract
Sources: Indenture (Aki Holding Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding .
(b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2) this Supplemental Indenture Indenture, the Notes and the NotesNote Guarantees;
(3) applicable law, rule, regulation or order;
(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such the acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such the Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements contracts and other commercial agreements licenses entered into in the ordinary course of business and consistent with past practicesbusiness;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (c3) of the preceding paragraphSection 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10) provisions with respect to limiting the disposition (including by sale, lease or other transfer) 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;; and
(11) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(ai) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(bii) make loans or advances to the Company or any of its Restricted Subsidiaries;
(iii) pay any Indebtedness owed to the Company or any Restricted Subsidiary; or
(civ) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding .
(b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1i) agreements governing Existing Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2ii) this Supplemental Indenture Indenture, the Notes and the NotesNote Guarantees;
(3iii) applicable law, rule, regulation or orderorder or the applicable by-laws of the Company or any of its Restricted Subsidiaries as in effect on the date of this Indenture;
(4iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5v) customary non-assignment provisions in leases, franchise agreements contracts and other commercial agreements licenses entered into in the ordinary course of business and consistent with past practicesbusiness;
(6vi) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (civ) of the preceding paragraphSection 4.08(a) hereof;
(7vii) any agreement for the sale or other disposition of all or substantially all the stock or assets of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its the sale or other disposition;
(8) viii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9ix) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10x) customary provisions with respect relating to assets or properties in which the Company has Investments in joint ventures, provided that the Company was allowed to make such Investment pursuant to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notesthis Indenture; and
(14xi) 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 (1) through (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, customary provisions existing in the good faith judgment of the Issuers, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingdocumentation governing any Permitted Securitization.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding .
(b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) Existing Indebtedness agreements as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2) this Supplemental Indenture Indenture, the Notes and the NotesNote Guarantees;
(3) applicable law, rule, regulation or order;
(4) any instrument governing Indebtedness or Capital Stock or property of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leasescontracts, franchise agreements and other commercial agreements leases or licenses entered into in the ordinary course of business and consistent with past practicesbusiness;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (c3) of the preceding paragraphSection 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 4.12 hereof and restrictions in the agreements relating thereto that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10) provisions with respect to 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) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained provisions in agreements or instruments which prohibit the terms payment of Indebtedness permitted dividends or the making of other distributions with respect to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as any class of Capital Stock of a whole, Person other than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Datea pro rata basis;
(13) restrictions that are not materially more restrictive, taken as a whole, than on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien;
(14) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale;
(15) customary provisions in comparable financings partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the management transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person;
(16) restrictions on the Company determines, at the time ability of any Foreign Subsidiary to make dividends or other distributions contained in documentation governing Indebtedness of such financing, will not materially impair the Issuers’ ability Foreign Subsidiary permitted to make payments as required under the Notesbe incurred pursuant to clause (12) of Section 4.09(b) hereof; and
(1417) 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 (1) through (1316) above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings areare not materially more restrictive, in the good faith judgment of the IssuersBoard of Directors of the Company, not materially more restrictive taken as a whole with respect to such encumbrance and other whole, than the encumbrances or restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Indenture (Amscan Holdings Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary that is not a Subsidiary Guarantor to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(a) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries on its Capital Stock Stock, or (b) pay any indebtedness owed to the Company Issuer or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(bii) make loans or advances to the Company Issuer or any of its Restricted Subsidiaries; or
Subsidiaries or (ciii) transfer any of its properties or assets to the Company Issuer or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
of (1a) Existing Indebtedness as in effect on Indebtedness, (b) the Issue Date (includingNew Credit Facility, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are substantially no more restrictive, restrictive when taken as a whole, whole with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, New Credit Facility as in effect on the Issue Date;
date of this Indenture, (2c) this Supplemental Indenture and the Notes;
, (3d) applicable law, rule, regulation or order;
(4e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; provided that, in the case (f) by reason of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment or net worth provisions in leases, franchise agreements and other commercial agreements leases or licenses entered into in the ordinary course of business and consistent with past practices;
, (6g) 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 (ciii) of above on the preceding paragraph;
property so acquired, (7h) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive, restrictive when taken as a whole, whole than those contained in the agreements governing the Indebtedness being refinanced;
, (9i) Liens securing Indebtedness any instrument or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of agreement governing Indebtedness permitted to be incurred under Section 4.10; provided this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (j) restrictions applicable to a Receivables Subsidiary arising from a Receivables Transaction, (k) contracts for the sale of assets, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance pursuant to an agreement that such restrictions are no more restrictive, taken as a whole, than has been entered into for the terms contained in the most restrictive, together sale or individually disposition of all or substantially all of the Credit Facilities as in effect on the Issue Date;
Capital Stock or assets of such Restricted Subsidiary or (13l) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) any encumbrances joint venture agreements 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingsimilar agreements.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, directly Directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a) pay dividends or make any other distributions on or in respect of its Capital Stock Equity Interests to the Company Parent or any of its Restricted SubsidiariesSubsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company Parent or any of its Restricted Subsidiariesother Subsidiary;
(b) make any loans or advances to the Company Parent or any of its Restricted Subsidiaries; orother Subsidiary;
(c) transfer any of its properties or assets to the Company Parent or any of its Restricted Subsidiariesother Subsidiary; or
(d) guarantee the Parent’s or any Subsidiary’s Indebtedness. However, the preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of:
(1i) Existing Indebtedness as this Agreement;
(ii) any Credit Facility (including the Senior Secured Credit Agreement) and any other agreements in effect on the Issue Closing Date (including, without limitation, or subsequent agreements relating to such Indebtedness under any of the Credit Facilities) Parent or any Subsidiary and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue DateClosing Date unless in the good faith determination of the Board of Directors, such restrictions are not likely to result in the Borrower being unable to make scheduled payments of principal and interest hereunder as they come due;
(2) this Supplemental Indenture and the Notes;
(3iii) applicable law, rulerules, regulation or orderregulations and orders;
(4iv) any instrument governing Indebtedness or Capital Stock Equity Interests of a Person acquired by the Company Parent or any of its Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture Agreement to be incurred;
(5v) customary non-assignment provisions in leasescontracts, franchise agreements licenses and other commercial agreements leases entered into in the ordinary course of business and consistent with past practicesbusiness;
(6vi) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (c) of the preceding paragraphthis Section 6.05;
(7vii) any agreement for the sale or other disposition of a Restricted Subsidiary or all or substantially all of the Company its assets that restricts distributions by such Restricted of assets by, or Equity Interests of, that Subsidiary pending its sale or other disposition;
(8) viii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9ix) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 6.03 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11x) restrictions on cash or other deposits or net worth imposed by customers (including governmental entities) under contracts entered into in the ordinary course of business;
(12xi) restrictions contained provisions limiting the disposition or distribution of assets or property in joint venture agreements, Asset Sale agreements, sale and leaseback transactions, stock sale agreements and other similar agreements entered into in the terms ordinary course of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than business or with the terms contained in the most restrictive, together or individually approval of the Credit Facilities Parent’s or Borrower’s Board of Directors (as in effect on applicable), which limitation is applicable only to the Issue Dateassets that are the subject of such agreements;
(13xii) any encumbrance or restriction on the Parent’s ability or the ability of any Subsidiary to transfer its interest in any Investment not prohibited by Section 6.02 hereof;
(xiii) customary restrictions imposed on the transfer of, or in licenses related to, copyrights, patents or other intellectual property and contained in agreements entered into in the ordinary course of business;
(xiv) any other agreement governing Indebtedness or Disqualified Equity Interests entered into after the Closing Date that contains encumbrances and restrictions that are not materially more restrictive, taken as a whole, restrictive than customary provisions in comparable financings and that the management would be permitted by clause (ii) of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; andthis paragraph;
(14xv) restrictions created in connection with 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 (1) through (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings areQualified Securitization Financing that, in the good faith judgment determination of the IssuersBoard of Directors of the Parent or the Borrower (as applicable), not materially are necessary or advisable to effect such Qualified Securitization Financing; and
(xvi) agreements pursuant to any tax sharing arrangement between the Parent and any one or more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement of direct or refinancingindirect Subsidiaries of the Parent.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding .
(b) The restrictions shall in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2) this Supplemental Indenture Indenture, the Notes and the NotesSubsidiary Guarantees;
(3) applicable law, rule, regulation or order;
(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practices;
(6) purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (c3) of the preceding paragraphSection 4.08(a);
(7) contracts for the sale of assets, including any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition;
(8) 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;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 4.12 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreementsagreements entered into in the ordinary course of business;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Indenture (Block Communications Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its the Company's Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its the Company Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its the Company's Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any of its the Company's Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of:
(1) Existing Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) date hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive such Existing Indebtedness, as in effect on the Issue Datedate hereof;
(2) this Supplemental Indenture Indenture, the Series A Notes, the Subsidiary Guarantees, the Series B Notes and the NotesGuarantees thereof;
(3) applicable law, rule, regulation or order;
(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements licenses, contracts and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
(6) 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 (c3) of the preceding paragraph;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) 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;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under pursuant to Section 4.14 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreementsagreements entered into in the ordinary course of business;
(11) customary provisions under Indebtedness of any Foreign Subsidiary permitted to be incurred under this Indenture;
(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;and
(13) restrictions that are not materially more restrictive, taken as created in connection with a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingQualified Securitization Transaction.
Appears in 1 contract
Sources: Indenture (Scotts Company)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted the Company's Subsidiaries to (other than any Restricted Subsidiaries that guarantee the Notesi) to:
(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness or other obligation owed to the Company or any of its Restricted Subsidiaries;
; (b) make ii)make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c) iii)sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However; or (iv)guarantee the obligations of the Company evidenced by the Notes or any renewals, the preceding restrictions shall not apply to refinancings, exchanges, refundings or extensions thereof, except for such encumbrances or restrictions existing under or by reason of:
of (1a) Existing Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect on the Issue Date;
(2) this Supplemental Indenture and the Notes;
, (3b) applicable law, rule, regulation or order;
(4c) any instrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Acquired Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, that the Consolidated Net Income of such Person is not taken into account in the case of Indebtedness, determining whether such Indebtedness acquisition was permitted by the terms of this Supplemental Indenture the Indenture, (d) any document or instrument governing Indebtedness incurred pursuant to be incurred;
clause (5vi) customary non-assignment provisions in leasesor (vii) of the second paragraph of Section 3.13, franchise agreements and other commercial agreements entered into in provided that any such restriction contained therein relates only to the ordinary course of business and consistent with past practices;
(6) purchase money obligations for property asset or assets constructed or acquired in the ordinary course connection therewith, or (e) Permitted Refinancing Indebtedness of business that impose restrictions on the property so acquired of the nature Indebtedness described in clause (c) of the preceding paragraph;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; hereof, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under . 48 -70- Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing3.16.
Appears in 1 contract
Sources: Indenture Agreement (Dimon Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding .
(b) The restrictions shall in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtednessthose agreements, as in effect on the Issue Datedate of this Indenture;
(2) this Supplemental Indenture Indenture, the Notes and the NotesNote Guarantees;
(3) applicable law, rule, regulation or order;
(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leasescontracts, franchise agreements licenses and other commercial agreements entered into in the ordinary course of business and consistent with past practicesbusiness;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (c3) of the preceding paragraphSection 4.08(a);
(7) contracts for the sale of assets, including, without limitation, any agreement for the sale or other disposition of the assets or Capital Stock of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its such sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements;agreements entered into in the ordinary course of business; and
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Amkor shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(aa)(i) pay dividends or make any other distributions on its Capital Stock to the Company Amkor or any of its Restricted Subsidiaries, Subsidiaries (A) on such Restricted Subsidiary’s Equity Interests or (B) with respect to any other interest or participation in, or measured by, its profits, such Restricted Subsidiary’s profits or (ii) pay any Indebtedness indebtedness owed to the Company Amkor or any of its Restricted Subsidiaries;
, (b) make loans or advances to the Company Amkor or any of its Restricted Subsidiaries; or
, or (c) transfer any of its properties or assets to the Company Amkor or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
reasons of (1I) Existing Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) date hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacements, or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacements, or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive such Existing Indebtedness, as in effect on the Issue Date;
date hereof, (2II) this Supplemental Indenture and the Notes;
Agreement, (3III) applicable law, rule, regulation or order;
(4IV) any instrument governing Indebtedness or Capital Stock Equity Interests of a Person acquired by the Company Amkor or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture Agreement to be incurred;
, (5V) customary non-assignment provisions in leases, franchise agreements licenses, and other commercial agreements contracts entered into in the ordinary course of business and consistent with past practices;
, (6VI) purchase money obligations or Capital Lease 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;
preceding, (7VII) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions dividends, distributions, loans, advances, or transfers by such Restricted Subsidiary pending its sale or other disposition;
, (8) VIII) 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;
, (9IX) agreements entered into with respect to Liens securing Indebtedness or other obligations otherwise permitted to be incurred under pursuant to the provisions of Section 4.14 10.2.7 that limit the right of the Company Amkor or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
, (10X) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
agreements entered into in the ordinary course of business, (11XI) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
, (12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14XII) any encumbrances or restrictions Receivables Program for any Subsidiary of Amkor which is not a Borrower, and (XIII) any restriction imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings pursuant to contracts for the sale 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, not materially more restrictive taken as a whole assets with respect to such encumbrance and other restrictions than those prior the transfer of the assets to be sold pursuant to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingcontract.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary of its Restricted Subsidiaries the Company to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
; (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
or (ciii) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
of (1a) Existing Indebtedness as in effect on the Issue Date date hereof, (including, without limitation, Indebtedness under any b) the Revolving Credit Agreement and the Gold Consignment Agreement as in effect as of the Credit Facilities) date hereof, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, ; provided that any such amendmentsamendment, modificationsmodification, restatementsrestatement, renewalsrenewal, increasesincrease, supplementssupplement, refundingsrefunding, replacements replacement or refinancings are refinancing is no more restrictive, taken as a whole, restrictive with respect to such dividend encumbrances and other payment restrictions than those contained in the most restrictive Existing IndebtednessRevolving Credit Agreement or the Gold Consignment Agreement, as the case may be, as in effect on the Issue Date;
date, (2c) this Supplemental Indenture Indenture, the Notes and the Exchange Notes;
, (3d) applicable law, rulerule or regulation, regulation or order;
(4e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture hereof to be incurred;
, (5f) customary non-assignment or subletting provisions in leases, franchise agreements leases and other commercial agreements contracts entered into in the ordinary course of business and consistent with past practices;
business, (6g) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired of the nature described in the beginning of this clause (ciii) of on the preceding paragraph;
property so acquired; provided that such purchase money obligations and Capital Lease Obligations are otherwise in compliance with the Senior Notes Indenture, (7h) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements any agreement governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, restrictive in any material respect than those contained in the agreements governing the Indebtedness being refinanced;
, (9i) Liens securing Indebtedness Permitted Liens, (j) any instrument binding upon a Receivables Subsidiary; provided that such instrument does not bind or apply to the Company or any other obligations otherwise permitted to be incurred under Section 4.14 that limit the right Subsidiary of the Company or any of its Restricted Subsidiaries their respective properties or assets, (k) any restriction with respect to dispose a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets subject of such Subsidiary pending the closing of such sale or disposition or (l) any encumbrance or restriction consisting of provisions in a joint venture agreement relating to such Lien;
(10) provisions a Permitted Joint Venture with respect to the disposition or distribution of interests (or distributions payable on interests) in, or assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that of, such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingPermitted Joint Venture.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed indebtedness owned to the Company or any of its Restricted Subsidiaries;
, (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
of (1a) Existing Indebtedness as in effect on the Issue Date Closing Date, (including, without limitation, Indebtedness under any b) the Credit Agreement as in effect as of the Credit Facilities) Closing Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, Credit Agreement as in effect on the Issue Closing Date;
, (2c) this Supplemental the Indenture and the Notes;
, (3d) applicable law, rule, regulation or order;
(4e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental the Indenture to be incurred;
, (5f) by reason of customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practices;
, (6g) 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 (ciii) of above on the preceding paragraph;
property so acquired, or (7h) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Indenture (Plainwell Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(ai)(a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (bii) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
of (1a) Existing Indebtedness Debt as in effect on the Issue Date date hereof, (including, without limitation, Indebtedness under any b) the Credit Facility as in effect as of the Credit Facilities) date hereof, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are no not more restrictive, restrictive taken as a whole, whole with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, Credit Facility as in effect on the Issue Date;
date hereof (2as determined by the Board of Directors of the Company in its reasonable and good faith judgment), (c) this Supplemental the Indenture and the Notes;
, (3d) applicable law, rule, regulation or order;
(4e) any instrument governing Indebtedness Debt or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness Debt was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of IndebtednessDebt, such Indebtedness Debt was permitted by the terms of this Supplemental Indenture hereof to be incurred;
, (5f) customary non-assignment provisions in leases, franchise agreements leases and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
, restricting assignment or restricting transfers of non-cash assets, (6g) purchase money obligations 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 clauses (ciii) of above on the preceding paragraph;
property so acquired, (7h) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; Debt, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness Debt are no not more restrictive, restrictive taken as a whole, whole than those contained in the agreements governing the Indebtedness Debt being refinanced;
refinanced (9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit as determined by the right Board of Directors of the Company in its reasonable and good faith judgment), (i) contracts for the sale of assets, or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10j) customary provisions in agreements with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingPermitted Joint Ventures.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries, directly or indirectly, to create or permit to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
; (b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
or (c3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions .
(b) The provisions of clause (a) above shall not apply to encumbrances or restrictions existing under or by reason of:
(1i) Existing Indebtedness or Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive such Existing IndebtednessIndebtedness or Credit Facilities, as in effect on the Issue Date;
(2ii) this Supplemental Indenture Indenture, the Notes and the NotesNote Guarantees;
(3iii) applicable law, rule, regulation or order;
(4iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (acquisition, except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5v) customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practices;
(6vi) purchase money obligations Purchase Money Indebtedness for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (c3) of the preceding paragraphparagraph (a) of this Section 4.08;
(7vii) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) viii) 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;
(9ix) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under pursuant to the provisions of Section 4.14 4.12 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10x) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;agreements entered into in the ordinary course of business; and
(11xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Indenture (Ipcs Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding .
(b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2) this Supplemental Indenture Indenture, the Notes and the NotesNote Guarantees;
(3) applicable law, rule, regulation or order;
(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements contracts and other commercial agreements licenses entered into in the ordinary course of business and consistent with past practicesbusiness;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (c3) of the preceding paragraphSection 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien4.12 hereof;
(10) provisions with respect to 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;; and
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;; and
(12) restrictions contained customary nonassignment provisions in leases to the terms of Indebtedness permitted to be incurred under Section 4.10; provided that extent such restrictions are no more restrictive, taken as a whole, than provisions restrict the terms contained in the most restrictive, together or individually transfer of the Credit Facilities as in effect on lease or the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingproperty leased thereunder.
Appears in 1 contract
Sources: Indenture (Vs Direct Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding .
(b) The restrictions in Section 4.08(a) shall not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2) this Supplemental Indenture Indenture, the Notes, the Exchange Notes and the NotesSubsidiary Guarantees;
(3) applicable law, rule, regulation or order;
(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practices;
(6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (c3) of the preceding paragraphSection 4.08(a);
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its sale or other disposition;
(8) 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;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such Lien;Liens; and
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts agreements entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Indenture (Neomarkers Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall (a) PES will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company PES or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company PES or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company PES or any of its Restricted Subsidiaries; or
(c3) sell, lease or transfer any of its properties or assets to the Company PES or any of its Restricted Subsidiaries. However, the preceding .
(b) The restrictions shall in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness as in effect on the Issue Date (including, without limitation, Indebtedness under any of the and Credit Facilities) Facilities and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements, provided provided, that such the amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue DateDate (as determined in good faith by the Board of Directors);
(2) this Supplemental the Indenture and the NotesDocuments;
(3) applicable law, rule, regulation or order;
(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company PES or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided thatprovided, that in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements contracts and other commercial agreements licenses entered into in the ordinary course of business and consistent with past practicesbusiness;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired purchased or leased of the nature described in clause (c) of the preceding paragraphSection 4.08(a)(3);
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company PES that restricts distributions distributions, loans or advances by such that Restricted Subsidiary pending its the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being extended, renewed, refunded, refinanced, defeased or discharged (as determined in good faith by the Board of Directors of PES);
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 4.12 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10) provisions with respect to limiting the disposition or distribution of assets or property or equity interests in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into (a) in the ordinary course of business or (b) with the approval of PES’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;
(11) restrictions on cash cash, Cash Equivalents or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business;; and
(12) restrictions contained in any instrument governing Indebtedness of a Foreign Subsidiary; provided, that such Indebtedness was permitted by the terms of Indebtedness permitted this Indenture to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingincurred.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Issuers shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(aa)(i) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits, profits or (ii) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (b) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of:
reasons of (1i) Existing Indebtedness as in effect on the Issue Date date of this Indenture, (including, without limitation, Indebtedness under any of ii) the Credit Facilities) Facility as in effect on the date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, Credit Facility as in effect on the Issue Date;
date of this Indenture, (2iii) this Supplemental Indenture and the Notes;
, (3iv) applicable law, rule, regulation or order;
(4v) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements entered into in the ordinary course of business and consistent with past practices;
(6) 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;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) 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;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under Section 4.14 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements;
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.,
Appears in 1 contract
Sources: Indenture (Unicco Service Co)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries (other than any Restricted Subsidiaries that guarantee the Notes) Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to the Company or any of its Restricted Subsidiaries; or
(c3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding .
(b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date (including, without limitation, Indebtedness under any date of the Credit Facilities) this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the most restrictive Existing Indebtedness, as in effect those agreements on the Issue Datedate of this Indenture;
(2) this Supplemental Indenture Indenture, the Notes and the NotesSubsidiary Guarantees;
(3) applicable law, rule, regulation or order;
(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Supplemental Indenture to be incurred;
(5) customary non-assignment provisions in leases, franchise agreements and other commercial agreements leases entered into in the ordinary course of business and consistent with past practicesbusiness;
(6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the that property so acquired of the nature described in clause (c3) of the preceding paragraphSection 4.08(a) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such that Restricted Subsidiary pending its the sale or other disposition;
(8) 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;
(9) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such LienLiens;
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements;agreements entered into in the ordinary course of business; and
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(12) restrictions contained in the terms of Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictive, taken as a whole, than the terms contained in the most restrictive, together or individually of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingofbusiness.
Appears in 1 contract
Sources: Indenture (Hercules Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries Subsidiary to (other than any Restricted Subsidiaries that guarantee the Notes) to:
(aa)(i) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, Subsidiaries (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits, profits or (ii) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries;
, (b) make loans or advances to the Company or any of its Restricted Subsidiaries; or
Subsidiaries or (c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason reasons of:
: (1i) agreements governing Existing Indebtedness as in effect on the Issue Date (includingdate hereof, without limitation, Indebtedness under any of the Credit Facilities) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or and refinancings are no not materially more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in those agreements as of the most restrictive Existing Indebtednessdate hereof, (ii) this Indenture, the Notes and the Subsidiary Guarantees as in effect on the Issue Date;
date of this Indenture, (2) this Supplemental Indenture and the Notes;
(3iii) applicable law, law and any applicable rule, regulation or order;
, (4iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation anticipation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , provided that, that in the case of Indebtedness, such Indebtedness was permitted to be incurred by the terms of this Supplemental Indenture to be incurred;
hereof, (5v) customary non-assignment provisions in leases, franchise agreements and leases or other commercial similar agreements entered into in the ordinary course of business and consistent with past practices;
, (6vi) 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 above on the preceding paragraph;
property so acquired, (7vii) any agreement for the sale or other disposition of a Restricted Subsidiary or all of substantially all the Company assets of such Restricted Subsidiary that restricts distributions by such that Restricted Subsidiary pending its such sale or other disposition;
; (8) viii) Permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced;
; (9ix) Liens securing Indebtedness or other obligations otherwise permitted to be incurred under the provisions of Section 4.14 4.12 that limit the right of the Company or any of its Restricted Subsidiaries debtor to dispose of the assets subject to such Lien;
Liens; (10x) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements;
agreements entered into in the ordinary course of business; (11xi) 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 or the receivables or inventory which are subject to the Qualified Receivables Transaction; (xii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
; (12xiii) contractual encumbrances and restrictions contained in effect on the terms date of this Indenture; (xiv) mortgage or construction financing that imposes restrictions on transfer of the property acquired or improved; (xv) protective liens filed in connection with sale-leaseback transactions permitted Section 4.16 and (xvi) Indebtedness permitted to be incurred under Section 4.10; provided that such restrictions are no more restrictivepursuant to clauses (xiii), taken as a whole, than the terms contained in the most restrictive, together or individually (xv) and (xvi) of the Credit Facilities as in effect on the Issue Date;
(13) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that the management second paragraph of the Company determines, at the time of such financing, will not materially impair the Issuers’ ability to make payments as required under the Notes; and
(14) 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 (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, not materially more restrictive taken as a whole with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingSection 4.09.
Appears in 1 contract
Sources: Indenture (Omni Med B Inc)