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 otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a)(i) pay dividends or make any other distributions to the Company with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s profits, or (ii) pay any Indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other Restricted Subsidiaries, (b) make loans or advances to the Company or any of the Company’s Restricted Subsidiaries or (c) transfer any of such Restricted Subsidiary’s properties or assets to the Company or any of the Company’s Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) existing Indebtedness and agreements listed on Schedule 5.03, in each case, as in effect on the date of this Indenture, (ii) the Credit Documents as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunder, provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings are not materially more restrictive with respect to such provisions than those contained in the Credit Documents on the date hereof, (iii) this Indenture and the Notes, (iv) Applicable Law, (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viii) any instrument governing Indebtedness, Capital Stock or assets of a Person acquired by the Company or any of the Company’s Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or 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 Indenture to be Incurred, (ix) secured Indebtedness otherwise permitted to be Incurred pursuant to this Indenture that limits the right of the debtor thereunder to dispose of the assets securing such Indebtedness, (x) contracts for the sale of assets, including without limitation customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (xi) restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course of Business, (xii) customary provisions in joint venture agreements, licenses and leases and other similar agreements entered into in the Ordinary Course of Business, (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Sources: Indenture (Broadwing Inc), Indenture (Broadwing 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 otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a)(ii)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s its profits, or (iib) pay any Indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other its Restricted Subsidiaries, (bii) make loans or advances to the Company or any of the Company’s its Restricted Subsidiaries or (ciii) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s its Restricted Subsidiaries. However, except for such the foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of (ia) existing Existing Indebtedness and agreements listed on Schedule 5.03, in each case, as in effect on the date of this Indenture, (iib) the Senior Credit Documents Facility as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunderrefinancings thereof, provided, however, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or Refinancings refinancings are not materially more restrictive restrictive, taken as a whole, with respect to such provisions dividend and other payment restrictions than those contained in the Senior Credit Documents Facility as in effect on the date hereofof this Indenture as determined in good faith by the Company's Board of Directors, (iiic) this Indenture the Note Purchase Agreement, the Notes and the NotesSubsidiary 158 46 Guarantees, (ivd) Applicable Lawapplicable law, (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viiie) any instrument governing Indebtedness, Indebtedness or Capital Stock or assets of a Person acquired by the Company or any of the Company’s its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or such Indebtedness was Incurred 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 Indenture to be Incurredincurred, (ixf) secured customary non-assignment provisions in leases and other contracts, (g) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, (h) any agreement for the sale of a Restricted Subsidiary or a substantial portion of a Restricted Subsidiary's assets that restricts distributions by that Restricted Subsidiary pending its sale, (i) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced as determined in good faith by the Company's Board of Directors, (j) Liens securing Indebtedness otherwise permitted to be Incurred incurred pursuant to this Indenture the provisions of Section 4.12 that limits limit the right of the debtor thereunder to dispose of the assets securing such Indebtedness, (xk) contracts for the sale of assets, including without limitation customary restrictions provisions with respect to a Subsidiary pursuant to an agreement that has been the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into for in the sale or disposition ordinary course of all or substantially all of the Capital Stock or assets of such Subsidiary, business and (xil) restrictions on cash or other deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course ordinary course of Business, (xii) customary provisions in joint venture agreements, licenses and leases and other similar agreements entered into in the Ordinary Course of Business, (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingbusiness.
Appears in 1 contract
Sources: Senior Subordinated Note Purchase Agreement (Transtechnology Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company BV Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary of the Company to to:
(a)(ii) pay dividends or make any other distributions on its Capital Stock to the Company BV Borrower or any of its Restricted Subsidiaries, or with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s its profits, or (ii) pay any Indebtedness owed by such Restricted Subsidiary to the Company BV Borrower or any of the Company’s other its Restricted Subsidiaries, ;
(bii) make loans or advances to the Company BV Borrower or any of the Company’s its Restricted Subsidiaries Subsidiaries; or
(iii) sell, lease or (c) transfer any of such Restricted Subsidiary’s its properties or assets to the Company BV Borrower or any of the Company’s its Restricted Subsidiaries, except for such .
(b) The restrictions in Section 7.02(a) hereof will not apply to encumbrances or restrictions existing under or by reason of of:
(i) existing Indebtedness and agreements listed on Schedule 5.03, contractual encumbrances or restrictions in each case, effect (x) pursuant to the Credit Agreement or related documents as in effect on the date of this IndentureEffective Date or (y) on the Effective Date, including, without limitation, pursuant to Existing Indebtedness and related documentation;
(ii) this Agreement, the Senior Notes Indenture, the Senior Notes, the Senior Subordinated Notes Indenture, the Senior Subordinated Notes and the Credit Documents as in effect as of Agreement and the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunder, provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings are not materially more restrictive with respect to such provisions than those contained in the Credit Documents on the date hereof, related Guarantees;
(iii) this Indenture and the Notes, (iv) Applicable Law, (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations or other obligations described in Section 7.03(b)(iv) for property acquired in the Ordinary Course ordinary course of Business business that in each case impose restrictions of the nature described discussed in clause (vSection 7.02(a)(iii) above on the property so acquired;
(iv) applicable law or any applicable rule, regulation or order;
(vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viiiv) any agreement or other instrument governing Indebtedness, Capital Stock or assets of a Person acquired by the Company BV Borrower or any of the Company’s Restricted Subsidiaries as Subsidiary in effect existence at the time of such acquisition (except to the extent such instrument was but not created or such Indebtedness was Incurred in connection with therewith or in contemplation thereof or to provide all or a portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred, ;
(ix) secured Indebtedness otherwise permitted to be Incurred pursuant to this Indenture that limits the right of the debtor thereunder to dispose of the assets securing such Indebtedness, (xvi) contracts for the sale of assets, including including, without limitation limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, ;
(xivii) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 7.03 and Section 7.06 that limits the right of the debtor to dispose of the assets securing such Indebtedness;
(viii) restrictions on cash or other deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course ordinary course of Businessbusiness;
(ix) other Indebtedness or Preferred Stock of the BV Borrower or any Guarantor, in each case, that was or is incurred subsequent to April 27, 2006 pursuant to Section 7.03;
(xiix) customary provisions in joint venture agreements, licenses and leases agreements and other similar agreements entered into in the Ordinary Course ordinary course of Business, business;
(xiiixi) any encumbrance or restriction customary provisions contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; providedleases, howeversubleases, that such encumbrance licenses or restriction applies only in the event of asset sale agreements and during the continuance of a default contained in such agreement and other agreements;
(xivxii) any encumbrances or restrictions of the type referred to in clauses Section 7.02(a) (ai), (bii) and (ciii) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (ithis Section 7.02(b)(i) through (xiii) abovexi); provided provided, that the encumbrances or restrictions imposed by such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the BV Borrower’s Board of Directors Directors, not materially less favorable to the Lenders than encumbrances and restrictions contained in such predecessor agreements and do not materially affect the BV Borrower’s and Guarantors’ ability, taken as a whole, to make payments of the Companyinterest and scheduled payments of principal in respect of such Loans, no more restrictive in each case, as and when due; provided further, however, that with respect to agreements existing on April 27, 2006, any refinancings or amendments thereof contain such dividend and other payment encumbrances or restrictions that are not materially less favorable to the Lenders than those the encumbrances or restrictions contained in such agreements as in effect on the dividend or other payment restrictions prior April 27, 2006; and
(xiii) Indebtedness incurred pursuant to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingSection 7.03(b)(xviii).
Appears in 1 contract
Sources: Senior Subordinated Term Loan Agreement (Sensata Technologies B.V.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to:
(a)(i1) 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 Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s its profits, or (ii) pay any Indebtedness indebtedness owed by such Restricted Subsidiary to the Company or any of its Restricted Subsidiaries (it being understood that the Company’s other Restricted Subsidiaries, priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions paid 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 the Company’s its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness incurred by the Company or any Restricted Subsidiary shall not be deemed to be a restriction on the ability to make loans or advances); or
(c3) sell, lease or transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s its Restricted Subsidiaries, except for such .
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) any encumbrance or restriction pursuant to an agreement as in effect at the date of (i) existing this Indenture, including agreements governing Existing Indebtedness and agreements listed on Schedule 5.03, in each case, Credit Facilities as in effect on the date of this Indenture, (ii) the Credit Documents as in effect as of the date of this Indenture, Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunderrefinancings of those agreements; provided that the amendments, provided, however, that such amendmentsrestatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings refinancings are not materially more restrictive restrictive, taken as a whole, with respect to such provisions dividend and other payment restrictions than those contained in the Credit Documents those agreements on the date hereof, of this Indenture;
(iii2) this Indenture and Indenture, the Notes, the Note Guarantees, the Exchange Notes and the Note Guarantees in respect thereof, and the Senior Indenture, the Senior Notes, the Senior Note Guarantees, the Exchange Senior Notes and the Senior Note Guarantees in respect thereof;
(iv3) Applicable Lawapplicable law, rule, regulation or order;
(v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viii4) any instrument governing Indebtedness, Indebtedness or Capital Stock or assets of a Person acquired by the Company or any of the Company’s its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument Indebtedness or Capital Stock was created or such Indebtedness was Incurred incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of any such instrument by such Person; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in any such instrument on the date of acquisition; provided, further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(5) customary encumbrances or restrictions (i) on the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract that was entered into in the ordinary course of business, or the assignment or transfer of any such lease, license or other contract, (ixii) secured contained in mortgages, pledges or other security agreements permitted under this Indenture to secure Indebtedness otherwise of the Company or any of its Restricted Subsidiaries to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements, or (iii) pursuant to provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any of its Restricted Subsidiaries entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens permitted to be Incurred pursuant to this Indenture incurred under Section 4.12 hereof that limits limit the right of the debtor thereunder to dispose of the assets securing subject to such Indebtedness, Liens;
(x10) contracts for provisions limiting the sale disposition or distribution of assets, including without limitation customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale assets or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (xi) restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course of Business, (xii) customary provisions property in joint venture agreements, licenses asset sale agreements, sale-leaseback agreements, stock sale agreements and leases other similar agreements entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets or property that are the subject of such agreements;
(11) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, manufacturing alliance agreements and other similar agreements entered into in the Ordinary Course ordinary course of Businessbusiness, (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that so long as such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions are not applicable to any Person (or its property or assets) other than such joint venture or a Subsidiary thereof or the assets used exclusively in such manufacturing alliance, as applicable;
(12) Indebtedness or other contractual requirements of the type referred to a Receivables Entity or any Standard Securitization Undertakings, in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to each case in clauses (i) through (xiii) aboveconnection with a Qualified Receivables Transaction; provided that such amendmentsrestrictions apply only to such Receivables Entity, modifications, restatements, renewals, increases, supplements, refundings, replacements Receivables and Related Assets; and
(13) restrictions on cash or refinancings are, other deposits or net worth under leases or other contracts entered into in the good faith judgment ordinary course of the Board of Directors of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingbusiness.
Appears in 1 contract
Sources: Indenture (Georgia Gulf Corp /De/)
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 otherwise cause or suffer permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to:
(a)(ii) pay dividends or make any other distributions to the Company with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s profits, or (ii) pay any Indebtedness owed by such Restricted Subsidiary on its Equity Interests to the Company or any of the Company’s other its Restricted Subsidiaries, or pay any Indebtedness or other Obligations owed to the Company or any of its Restricted Subsidiaries; provided that the priority that any series of preferred stock of a Restricted Subsidiary has in receiving dividends or liquidating distributions before dividends or liquidating distributions are paid in respect of common stock of such Restricted Subsidiary shall not constitute a restriction on the ability to make dividends or distributions on Equity Interests for purposes of this Section 4.11;
(bii) make loans or advances to or make other Investments in the Company or any of the Company’s its Restricted Subsidiaries Subsidiaries; or
(iii) sell, lease or (c) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s its Restricted Subsidiaries, except for such .
(b) The restrictions contained in Section 4.11(a) shall not apply to encumbrances or restrictions existing under or by reason of of:
(i) existing Indebtedness and agreements listed on Schedule 5.03, in each case, as in effect on the date of this Indenture, Issue Date (ii) including the Credit Documents as in effect as of the date of this Indenture, Agreement) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunder, provided, however, refinancings of any such agreements; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings refinancings are not materially no more restrictive restrictive, taken as a whole, with respect to such provisions distribution, dividend and other payment restrictions and loan or investment restrictions than those contained in the Credit Documents such agreement, as in effect on the date hereofIssue Date;
(ii) this Indenture, the Notes and the Guarantees;
(iii) this Indenture and the Notesapplicable law, rule, regulation, order, licenses, permits or similar governmental, judicial or regulatory restriction;
(iv) Applicable Law, (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viii) any instrument governing Indebtedness, Capital Stock Indebtedness or assets Equity Interests of a Person acquired by the Company or any of the Company’s its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or such Indebtedness was Incurred incurred 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 such Person, or the property or assets of the such Person, so acquired, ; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(v) customary non-assignment provisions in Hydrocarbon or timber purchase and sale or exchange agreements or similar operational agreements or in licenses and leases entered into in the ordinary course of business and consistent with past practices;
(vi) Capital Lease Obligations, mortgage financings or purchase money obligations, in each case for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in Section 4.11(a)(iii);
(vii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(viii) Permitted Refinancing Indebtedness; 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;
(ix) secured Liens securing Indebtedness otherwise permitted to be incurred pursuant to the provisions of Section 4.10 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(x) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements customary for transactions of that type that solely affect the assets or property that are the subject of such agreements; provided that, in the case of joint venture agreements, such provisions solely affect assets or property of the joint venture;
(xi) any agreement or instrument relating to any property or assets acquired after the Issue Date, 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 acquisition;
(xii) restrictions on cash or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business;
(xiii) Hedging Obligations incurred from time to time; and
(xiv) other Indebtedness of the Company or any of its Restricted Subsidiaries permitted to be Incurred pursuant to this Indenture that limits the right of the debtor thereunder to dispose of the assets securing such Indebtedness, (x) contracts for the sale of assets, including without limitation customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for subsequent to the sale or disposition of all or substantially all of Issue Date in accordance with Section 4.09; provided that the Capital Stock or assets of provisions relating to such Subsidiary, (xi) restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course of Business, (xii) customary provisions in joint venture agreements, licenses and leases and other similar agreements entered into in the Ordinary Course of Business, (xiii) any encumbrance or restriction contained in an agreement evidencing such Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent are not materially less favorable to the Closing Date pursuant to Section 5.04; providedCompany taken as a whole, however, that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed as determined by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the CompanyGeneral Partner in good faith, no more restrictive with respect to such dividend and other payment restrictions than those the provisions contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingCredit Agreement as in effect on the Issue Date.
Appears in 1 contract
Sources: Second Supplemental Indenture (Penn Virginia Resource Partners L P)
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 otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a)(ii)(a) pay dividends or make any other distributions to the Company or any of its Subsidiaries (1) on its Capital Stock or (2) with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s its profits, or (iib) pay any Indebtedness indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other Restricted its Subsidiaries, (bii) make loans or advances to the Company or any of the Company’s Restricted its Subsidiaries or (ciii) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s Restricted its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (ia) existing Existing Indebtedness and agreements listed on Schedule 5.03, in each case, as in effect on the date of this Indenture, (iib) the Credit Documents Agreement as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunderrefinancings thereof, provided, however, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings refinancings are not materially no more restrictive with respect to such provisions dividend and other payment restrictions than the most restrictive of those contained in the Credit Documents Agreement as in effect on the date hereofof this Indenture, (iiic) this Indenture and the NotesNotes or Indebtedness permitted to be incurred pursuant to the Indenture and ranking pari passu with the Notes or the Guarantees, (iv) Applicable Lawas applicable, (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially no more restrictive than those contained in of the agreements governing the Indebtedness being RefinancedIndenture, (viiid) applicable law, (e) any instrument governing Indebtedness, Acquired Indebtedness or Capital Stock or assets of a Person acquired by the Company or any of the Company’s Restricted its Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or such Acquired Indebtedness was Incurred 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, (f) by reason of customary non-assignment provisions in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred, (ix) secured Indebtedness otherwise permitted to be Incurred pursuant to this Indenture that limits the right of the debtor thereunder to dispose of the assets securing such Indebtedness, (x) contracts for the sale of assets, including without limitation customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (xi) restrictions on deposits or minimum net worth requirements imposed by customers under contracts leases and licenses entered into in the Ordinary Course ordinary course of Businessbusiness and consistent with past practices, (xiig) customary provisions in joint venture agreementsPurchase Money Obligations, licenses and leases and other similar agreements entered into Capital Lease Obligations or Mortgage Financings for property acquired in the Ordinary Course ordinary course of Businessbusiness that impose restrictions of the nature described in clause (iii) above on the property so acquired, (xiiih) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent agreements relating to the Closing Date pursuant to Section 5.04; financing of the acquisition of real or tangible personal property acquired after the date of this Indenture, provided, however, that such encumbrance or restriction applies relates only to the property which is acquired and in the event case of and during the continuance of any encumbrance or restriction that constitutes a default contained Lien, such Lien constitutes a Permitted Lien as set forth in such agreement and clause (xivxi) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings definition of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing."Permitted Lien,"
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 otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted such Subsidiary of the Company to to:
(a)(ii) pay dividends or make any other distributions to the Company with respect to any on its Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s profits, or (ii) pay any Indebtedness owed by such Restricted Subsidiary to the Company or any of its Subsidiaries or pay any Indebtedness owed to the Company’s other Restricted Subsidiaries, Company or any of its Subsidiaries that is a Guarantor;
(bii) make loans or advances to the Company or any of the Company’s Restricted its Subsidiaries or that is a Guarantor; or
(ciii) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s Restricted its Subsidiaries, except for such .
(b) The restrictions set forth in Section 4.16(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of of:
(i) existing agreements, including agreements governing (x) Indebtedness and (including agreements listed on Schedule 5.03, in each case, governing the ABL Facility) as in effect on the date of this Indenture, (ii) the Credit Documents as in effect as of the date of this Indenture, Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof refinancings of those agreements and (y) Indebtedness permitted hereunderto be incurred after the date of this Indenture, provided, however, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacements, refinancings or Refinancings are the applicable provisions of such other Indebtedness (A) are, in the good faith judgment of the Company, not materially more restrictive restrictive, taken as a whole, with respect to such provisions dividend and other payment restrictions than those contained in the Credit Documents such agreements as are in effect on the date hereofof this Indenture or (B) shall not, in the good faith judgment of the Company, affect the ability of the Company to make anticipated payments of principal, premium, if any, interest or any other payments on the Notes;
(ii) this Indenture, the Notes and the Guarantees;
(iii) this Indenture and applicable law, rule, regulation or order, approval, license, permit or similar restriction, including under contracts with foreign governments or agencies thereof entered into in the Notes, ordinary course of business;
(iv) Applicable Law, (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viii) any instrument governing Indebtedness, Capital Stock or assets of a Person acquired by the Company or any of the Company’s Restricted its Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument Indebtedness was created incurred, or such Indebtedness Capital Stock was Incurred 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 Indenture to be Incurred, (ix) secured Indebtedness otherwise permitted to be Incurred pursuant to this Indenture that limits the right of the debtor thereunder to dispose of the assets securing such Indebtedness, (x) contracts for the sale of assets, including without limitation customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (xi) restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course of Business, (xii) customary provisions in joint venture agreements, licenses acquired and leases and other similar agreements entered into in the Ordinary Course of Business, (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; those agreements provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings (A) are, in the good faith judgment of the Board of Directors of the Company, no not materially more restrictive restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the dividend date of the acquisition or (B) shall not, in the good faith judgment of the Company, affect the ability of the Company to make anticipated payments of principal, premium, if any, interest or any other payments on the Notes, provided that, in the case of Indebtedness, such Indebtedness was permitted to be incurred under Section 4.15 hereof;
(v) customary non-assignment provisions in leases, contracts and licenses entered into in the ordinary course of business;
(vi) any agreement for the sale or other payment restrictions prior disposition of a Subsidiary that restricts distributions, transfers, loans or advances by that Subsidiary pending its sale or other disposition;
(vii) Permitted Liens securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such amendmentLiens;
(viii) customary provisions in joint venture agreements, modificationasset sale agreements, restatementstock sale agreements and other similar agreements entered into with the approval of the Board of Directors of the Company or otherwise in the ordinary course of business;
(ix) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(x) any encumbrance or restriction pursuant to Capitalized Lease Obligations permitted under this Indenture that impose encumbrances or restrictions on the property so acquired; provided that such encumbrance or restriction shall not, renewalin the good faith judgment of the Company, increaseaffect the ability of the Company to make anticipated payments of principal, supplementpremium, refundingif any, replacement interest or refinancingany other anticipated payments on the Notes;
(xi) any encumbrance or restriction pursuant to hedging obligations entered into in the Company’s or any of its Subsidiaries’ ordinary course of business for the purpose of hedging currency risks or interest rate risks (but not for speculative purposes); provided that such encumbrance or restriction shall not, in the good faith judgment of the Company, affect the ability of the Company to make anticipated payments of principal, premium, if any, interest or any other anticipated payments on the Notes; and
(xii) restrictions in agreements or instruments which prohibit the payment or making of dividends or other distributions other than on a pro rata basis.
Appears in 1 contract
Sources: Indenture (BuzzFeed, Inc.)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to:
(a)(i1) pay dividends or make any other distributions to the Company with respect to any on its Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s profits, or (ii) pay any Indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other its Restricted Subsidiaries, 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 the Company’s its Restricted Subsidiaries or Subsidiaries; or
(c3) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s its Restricted Subsidiaries. However, except for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of of:
(i4) existing agreements governing Existing Indebtedness and Credit Facilities (including agreements listed on Schedule 5.03, in each case, related to First Lien Claims under the Credit Facility) as in effect on the date of this Indenture, (ii) the Credit Documents as in effect as of the date of this Indenture, Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunderrefinancings of those agreements, provided, however, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or Refinancings refinancings are not materially more restrictive restrictive, taken as a whole, with respect to such provisions dividend and other payment restrictions than those contained in the Credit Documents those agreements on the date hereof, Issue Date;
(iii5) this Indenture and Indenture, the Notes, the Guarantees, the Intercreditor Agreement and the other Security Documents;
(iv6) Applicable Law, applicable law;
(v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viii7) any instrument governing Indebtedness, Indebtedness or Capital Stock or assets of a Person acquired by the Company or any of the Company’s its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or 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 Indenture to be Incurredincurred;
(8) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices;
(9) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (3) of the preceding paragraph;
(10) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(11) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(ix12) secured 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;
(13) Liens securing Indebtedness otherwise permitted to be Incurred pursuant to this Indenture incurred under the provisions of Section 4.12 that limits limit the right of the debtor thereunder to dispose of the assets securing subject to such Indebtedness, Liens;
(x14) contracts for the sale of assets, including without limitation customary restrictions provisions with respect to a Subsidiary pursuant to an agreement that has been 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 entered into for in the sale or disposition ordinary course of all or substantially all of the Capital Stock or assets of such Subsidiary, business; and
(xi15) restrictions on cash or other deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course ordinary course of Business, (xii) customary provisions in joint venture agreements, licenses and leases and other similar agreements entered into in the Ordinary Course of Business, (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingbusiness.
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 otherwise cause or suffer permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to: (a)(ia) pay dividends or make any other distributions on its Capital Stock to the -26- Company or any of the Company's Restricted Subsidiaries, or with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s its profits, or (ii) pay any Indebtedness indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other Company Restricted Subsidiaries, ; (b) make loans or advances to the Company or any of the Company’s 's Restricted Subsidiaries Subsidiaries; or (c) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s 's Restricted Subsidiaries. However, except for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of of: (i) existing any Credit Facilities and Existing Indebtedness and agreements listed on Schedule 5.03, in each case, as in effect on the date of this IndentureMarch 6, (ii) the Credit Documents as in effect as of the date of this Indenture, 2001 and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunderrefinancings thereof, provided, however, PROVIDED that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings refinancings are not materially more restrictive restrictive, taken as a whole, as determined in the reasonable judgment of the Board of Directors of the Company, with respect to such provisions dividend and other payment restrictions than those contained in such Credit Facilities or such Existing Indebtedness, as in effect on March 6, 2001; (ii) this Supplemental Indenture, the Credit Documents on Series B Indenture, the date hereofGuarantees, the Series B Guarantees, the Notes and the Series B Notes; (iii) this Indenture and the Notes, applicable law; (iv) Applicable Law, (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viii) any instrument governing Indebtedness, Indebtedness or Capital Stock or assets of a Person acquired by the Company or any of the Company’s its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or such Indebtedness was Incurred 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 Indenture to be Incurredincurred; (v) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (vi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired; (vii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by such Restricted Subsidiary pending its sale or other disposition; (viii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, as determined in the reasonable judgment of the Board of Directors of the Company, than those contained in the agreements governing the Indebtedness being refinanced; (ix) secured Liens securing Indebtedness otherwise permitted to be Incurred incurred pursuant to this Indenture the provisions of Section 1012 hereof that limits limit the right of the debtor thereunder Company or any of its Restricted Subsidiaries to dispose of the assets securing subject to such Indebtedness, Lien; (x) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; (xi) restrictions on cash or other deposits or net worth imposed by customers under contracts for entered into in the sale ordinary course of assets, including without limitation customary business; and (xii) restrictions imposed with respect to a Subsidiary of the Company imposed pursuant to an a binding agreement that which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (xi) restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course of Business, (xii) customary provisions in joint venture agreements, licenses and leases and other similar agreements entered into in the Ordinary Course of Business, (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in disposition will comply with the good faith judgment provision of the Board of Directors of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingSection 1010 hereof.
Appears in 1 contract
Sources: First Supplemental Indenture (Key Energy Services Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to:
(a)(i1) pay dividends or make any other distributions on its Equity Interests to the Company or any other Restricted Subsidiary, or with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s its profits, or (ii) pay any Indebtedness liabilities owed by such Restricted Subsidiary to the Company or any of the Company’s other Restricted Subsidiaries, Subsidiary;
(b2) make loans or advances advances, or guarantee any such loans or advances, to the Company or any of the Company’s other Restricted Subsidiaries or Subsidiary; or
(c3) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s other Restricted Subsidiaries, except for such Subsidiary.
(b) The restrictions set forth in paragraph (a) above shall not apply to encumbrances or restrictions existing under or by reason of of:
(i1) existing agreements governing Existing Indebtedness and agreements listed on Schedule 5.03, in each case, Credit Facilities as in effect on the date of this Indenture, (ii) the Credit Documents as in effect as of the date of this Indenture, Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunder, refinancings thereof; provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or Refinancings refinancings are not materially more restrictive restrictive, taken as a whole, with respect to such provisions dividend and other payment restrictions than those contained in the such Existing Indebtedness and Credit Documents Facilities, as in effect on the date hereof, (iii) this Indenture and the Notes, (iv) Applicable Law, (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing IndebtednessIssue 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 contained in the agreements governing such Permitted Refinancing Indebtedness that are not materially more restrictive than those contained in such Existing Indebtedness or Credit Facility (as determined in good faith by the agreements governing 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 being Refinancedor 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 (viiias determined in good faith by the Board of Directors of the Company);
(2) this Indenture and the Notes;
(3) applicable law 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, Indebtedness or Capital Stock or assets of a Person acquired by the Company or any of the Company’s Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except to the extent such instrument was created Indebtedness or 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, provided however, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be IncurredIncurred at the time of such acquisition;
(5) customary non-assignment provisions in leases or other agreements that restrict the assignment of such agreements or rights or non-cash assets thereunder, including, without limitation, customary restrictions imposed on the transfer of intellectual property, in each case entered into in the ordinary course of business;
(ix6) secured 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 (3) of paragraph (a) above;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided, however, that the dividend and other payment restrictions contained in the agreements governing such Permitted Refinancing Indebtedness otherwise are 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 that is permitted to be Incurred secured without also securing the Notes pursuant to this Indenture Section 4.11 hereof that limits limit the right of the debtor thereunder to dispose of the assets securing subject to any such Indebtedness, Lien;
(x10) contracts for the sale of assets, including without limitation customary restrictions provisions with respect to a Subsidiary pursuant to an agreement that has been the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements entered into for in the sale or disposition ordinary course of all or substantially all business;
(11) customary provisions in joint venture agreements, shareholders’ agreements and other similar agreements entered into in the ordinary course of the Capital Stock or assets of such Subsidiary, business;
(xi12) customary restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course ordinary course of Business, business;
(xii13) customary provisions Non-Recourse Accounts Receivable Entity Indebtedness or other contractual requirements of an Accounts Receivable Entity in joint venture agreements, licenses and leases and other similar agreements entered into in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Accounts Receivables Entity or the Ordinary Course of Business, receivables which are subject to the Qualified Receivables Transaction; and
(xiii14) any encumbrance Indebtedness or restriction contained in an any agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that which such Indebtedness was issued if (a) the encumbrance or restriction applies only in the upon a payment or financial covenant default or event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances Indebtedness or restrictions of the type referred to in clauses (a)agreement, (b) and such encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable financings (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to as determined in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of by the Board of Directors of the Company, no more restrictive with respect ) and (c) such encumbrance or restriction will not materially impair the Company’s ability to such dividend and other payment restrictions than those contained make payments on the Notes (as determined in good faith by the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingBoard of Directors of the Company).
Appears in 1 contract
Sources: Indenture (Quebecor Media Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Issuers shall not, and shall not permit any of its their respective Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company which is not a Subsidiary Guarantor to (a)(ii)(a) pay dividends or make any other distributions to the Company Issuers or any of their respective Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s its profits, or (iib) pay any Indebtedness indebtedness owed by such Restricted Subsidiary to the Company Issuers or any of the Company’s other their respective Restricted Subsidiaries, (bii) make loans or advances to the Company Issuers or any of the Company’s their respective Restricted Subsidiaries or (ciii) transfer any of such Restricted Subsidiary’s its properties or assets to the Company Issuers or any of the Company’s their respective Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (ia) existing Existing Indebtedness and agreements listed on Schedule 5.03, in each case, as in effect on the date of this Indenture, (iib) the Credit Documents Facility as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunderrefinancings thereof, provided, however, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or Refinancings refinancings are not materially no more restrictive with respect to such provisions dividend and other payment restrictions than those contained in the Credit Documents Facility as in effect on the date hereofof this Indenture, (iiic) this Indenture and the Notes, (ivd) Applicable Lawapplicable law, (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viiie) any instrument governing Indebtedness, Indebtedness or Capital Stock or assets of a Person acquired by the Company Issuers or any of the Company’s their respective Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or such Indebtedness was Incurred 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 Indenture to be Incurredincurred, (ixf) secured Indebtedness otherwise permitted to be Incurred pursuant to this Indenture that limits the right by reason of the debtor thereunder to dispose of the assets securing such Indebtedness, (x) contracts for the sale of assets, including without limitation customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (xi) restrictions on deposits or minimum net worth requirements imposed by customers under contracts non-assignment provisions in leases entered into in the Ordinary Course ordinary course of Businessbusiness and consistent with past practices, (xiig) customary provisions in joint venture agreements, licenses and leases and other similar agreements entered into in the Ordinary Course of Business, (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, purchase money obligations for property acquired that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or impose restrictions of the type referred to nature described in clauses clause (a)iii) above on the property so acquired, (bh) and (c) above imposed by any amendmentsPermitted Refinancing Indebtedness, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, the restrictions contained in the good faith judgment of the Board of Directors of the Company, agreements governing such Permitted Refinancing Indebtedness are no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend agreements governing the Indebtedness being refinanced, (i) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, which encumbrance or restriction is not applicable to any property or assets other payment restrictions prior than the property or assets subject to such amendmentLien, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing(j) restrictions applicable to a Receivables Subsidiary arising from a Receivables Transaction.
Appears in 1 contract
Sources: Indenture (Foamex Capital Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a)(ii)(a) pay dividends or make any other distributions to the Company Borrower or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s its profits, or (iib) pay any Indebtedness indebtedness owed by such Restricted Subsidiary to the Company Borrower or any of the Company’s other its Restricted Subsidiaries, (bii) make loans or advances to the Company Borrower or any of the Company’s its Restricted Subsidiaries or (ciii) transfer any of such Restricted Subsidiary’s its properties or assets to the Company Borrower or any of the Company’s its Restricted Subsidiaries. However, except for such the foregoing restrictions shall not apply to encumbrances or restrictions existing under or by reason of (ia) existing Existing Indebtedness and agreements listed on Schedule 5.03, in each case, as in effect on the date of this Indenture, (ii) the Credit Documents as in effect as of the date of this Indenture, hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunder, provided, however, refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings refinancings are not materially no more restrictive restrictive, taken as a whole, with respect to such provisions dividend and other payment restrictions than those contained in the Credit Documents applicable series of Existing Indebtedness as in effect on the date hereof, (b) Indebtedness of any Restricted Subsidiary under any Credit Facility that is permitted to be incurred pursuant to Section 4.9 hereof; provided that such Credit Facility and Indebtedness contain only such encumbrances and restrictions on such Restricted Subsidiary's ability to engage in the activities set forth in clauses (i) through (iii) this Indenture above as are, at the time such Credit Facility is entered into or amended, modified, restated, renewed, increased, supplemented, refunded, replaced or refinanced, ordinary and customary for a Credit Facility of that type as determined in the Notesgood faith judgment of the Board of Directors (and evidenced in a board resolution), which determination shall be conclusively binding, (ivc) Applicable Lawencumbrances and restrictions applicable to any Unrestricted Subsidiary, (v) any encumbrance or restriction (1) that restricts as the same are in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness effect as of the Company or date on which such Subsidiary becomes a Restricted Subsidiary to Subsidiary, and as the extent same may be amended, modified, restated, renewed, increased, supplemented, refunded, replaced or refinanced; provided that such encumbrance amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or restriction restricts the transfer of the property subject refinancings are no more restrictive, taken as a whole, with respect to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose dividend and other payment restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing applicable series of Indebtedness of such Subsidiary as in effect on the date on which such Subsidiary becomes a Restricted Subsidiary, (d) any Indebtedness incurred in compliance with Section 4.9 hereof or any agreement pursuant to which such Indebtedness is issued if the encumbrance or restriction applies only in the event of a payment default or default with respect to a financial covenant contained in the Indebtedness being Refinancedor agreement and the encumbrance or restriction is not materially more disadvantageous to the Lenders than is customary in comparable financings (as determined by the Borrower) and the Borrower determines that any such encumbrance or restriction will not materially affect the Borrowers's ability to pay interest on or the principal of the Term Notes, (viiie) this Agreement, the Term Notes and the Exchange Note Indenture, (f) applicable law, (g) any instrument governing Indebtedness, Indebtedness or Capital Stock or assets of a Person acquired by the Company Borrower or any of the Company’s its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or such Indebtedness was Incurred 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 Indenture Agreement to be Incurredincurred, (ixh) secured Indebtedness otherwise permitted to be Incurred pursuant to this Indenture that limits the right of the debtor thereunder to dispose of the assets securing such Indebtedness, (x) contracts for the sale of assets, including without limitation customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale non-assignment provisions in leases or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (xi) restrictions on deposits or minimum net worth requirements imposed by customers under contracts licenses entered into in the Ordinary Course ordinary course of Businessbusiness, (xii) customary provisions in joint venture agreements, licenses and leases and other similar agreements entered into in the Ordinary Course of Business, (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, purchase money obligations for property acquired in the good faith judgment of the Board of Directors of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.ordinary course of
Appears in 1 contract
Sources: Term Loan Agreement (Crown Castle International Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to: (a)(ia) pay dividends or make any other distributions to the Company with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s profits, or (ii) pay any Indebtedness or other obligations owed by such Restricted Subsidiary to the Company or any of the Company’s other Restricted Subsidiaries, ; (b) make loans or advances to the Company or any of the Company’s other Restricted Subsidiaries Subsidiaries; or (c) transfer any of such Restricted Subsidiary’s properties property or assets to the Company or any of the Company’s other Restricted Subsidiaries, except except, in each case, for such encumbrances or restrictions existing under or by reason of of: (i) existing Indebtedness and agreements listed on Schedule 5.03, in each caseagreements, as in effect at or entered into on the date of this Indenture, Closing Date; (ii) the Credit Documents Agreement as in effect as of the date of this IndentureClosing Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunder, ; provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings are not materially more restrictive with respect to such provisions than those contained in the Credit Documents Agreement on the date hereof, Closing Date; (iii) this Indenture and the Notes, ; (iv) Applicable Law, ; (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract contract, or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, ; (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, ; (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, ; (viii) any instrument governing Indebtedness, Capital Stock or assets of a Person acquired by the Company or any of the Company’s Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or 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 Indenture to be Incurred, ; (ix) secured Secured Indebtedness otherwise permitted to be Incurred pursuant to this Indenture that limits the right of the debtor thereunder to dispose of the assets securing such Indebtedness, ; (x) contracts for the sale of assets, including without limitation customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, ; (xi) restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course of Business, ; (xii) customary provisions in joint venture agreements, agreements and customary provisions in licenses and leases and other similar agreements entered into in the Ordinary Course of Business, ; (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, are no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.; or (xv) any encumbrance or restriction in any agreement or instrument of a Receivables Subsidiary governing or in connection with a Qualified Receivables Transaction. Table of Contents
Appears in 1 contract
Sources: Indenture (Cincinnati Bell Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company (a) Inmarsat Holdings Limited shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to:
(a)(i1) pay dividends or make any other distributions on its Share Capital to the Company Inmarsat Holdings Limited or any of its Restricted Subsidiaries, or with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s its profits, or ; or
(ii2) pay any Indebtedness owed by such Restricted Subsidiary to the Company Inmarsat Holdings Limited or any of the Company’s other its Restricted Subsidiaries, ; or
(b3) make loans or advances to the Company Inmarsat Holdings Limited or any of the Company’s its Restricted Subsidiaries or Subsidiaries; or
(c4) transfer any of such Restricted Subsidiary’s its properties or assets to the Company Inmarsat Holdings Limited or any of the Company’s its Restricted Subsidiaries, except for such .
(b) The restrictions in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of of:
(i1) existing Indebtedness agreements governing Existing Indebtedness, the Senior Credit Agreement, the Intercreditor Agreement and agreements listed on Schedule 5.03any security document relating to the Senior Credit Agreement, in each case, as in effect on the date of this Indenture, (ii) the Credit Documents as in effect as of the date of this IndentureIssue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunder, provided, however, refinancings of those agreements; provided that (i) the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or Refinancings refinancings are (A) no more restrictive or (B) not materially more restrictive with respect less favorable to such provisions than those contained in the Credit Documents on the date hereof, (iii) this Indenture and Holders of the Notes, (iv) Applicable Lawtaken as a whole and determined in good faith by the Board of Directors, (v) any encumbrance or restriction (1) that restricts in a customary manner than the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such dividend and other payment restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in relevant agreement existing on the agreements governing Issue Date and (ii) either (A) the final Stated Maturity of the Indebtedness being Refinancedas so amended is prior to the final Stated Maturity of the Notes or (B) such Indebtedness permits payments to be made to the Issuer (pursuant to the Subordinated Intercompany Note Proceeds Loan or otherwise) to fund the repayment of the Notes at final Stated Maturity;
(2) this Indenture, the Notes (viiiincluding any Additional Notes), the Guarantees of the Notes (including any Guarantee of Additional Notes), the Priority Deed and the Note Security Documents;
(3) any applicable law, rule, regulation or order;
(4) any instrument governing Indebtedness, Capital Stock or assets Indebtedness of a Person acquired by the Company Inmarsat Holdings Limited or any of the Company’s its Restricted Subsidiaries Subsidiaries, as in effect at the time of such acquisition (except to the extent such instrument was created or such Indebtedness was Incurred 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 Indenture to be Incurredincurred;
(5) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (4) of Section 4.08(a);
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(8) Permitted Refinancing Indebtedness constituting Senior Debt of a Guarantor or Indebtedness of a Restricted Subsidiary that is not a Guarantor; provided that the restrictions and encumbrances contained in the agreements governing such Permitted Refinancing Indebtedness are either (i) no more restrictive or (ii) not materially less favorable to the Holders of the Notes, taken as a whole and determined in good faith by the Board of Directors, than the dividend and other payment restrictions contained in the Indebtedness being refinanced;
(ix9) secured Indebtedness otherwise Liens permitted to be Incurred pursuant to this Indenture incurred under the provisions of Section 4.12 hereof that limits limit the right of the debtor thereunder to dispose of the assets securing subject to such IndebtednessLiens;
(10) any agreement or instrument relating to Indebtedness of a Restricted Subsidiary that is not a Guarantor or Senior Debt of a Guarantor, in each case, permitted to be incurred after the Issue Date under Section 4.09 if (xA) contracts for the sale restrictions and encumbrances contained in the agreements governing such Indebtedness are either (i) no more restrictive or (ii) not materially less favorable to the Holders of assetsthe Notes, including without limitation customary taken as a whole and determined in good faith by the Board of Directors, than the dividend and other payment restrictions with respect contained in the Senior Credit Agreement and the Original Intercreditor Agreement, in each case, as in effect on the Issue Date and (B) either (i) the final Stated Maturity of the Senior Debt is prior to a Subsidiary the final Stated Maturity of the Notes or (ii) such Senior Debt permits payments to be made to the Issuer (pursuant to an agreement that has been the Subordinated Intercompany Note Proceeds Loan or otherwise) to fund the repayment of the Notes at final Stated Maturity;
(11) customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale and leaseback agreements, share sale agreements and other similar agreements entered into for with the sale or disposition of all or substantially all approval of the Capital Stock or Board of Directors, which limitation is applicable only to the assets that are the subject of such Subsidiary, agreements; and
(xi12) restrictions on cash or other deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course ordinary course of Business, (xii) customary provisions in joint venture agreements, licenses and leases and other similar agreements entered into in the Ordinary Course of Business, (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingbusiness.
Appears in 1 contract
Sources: Indenture (Inmarsat Holdings LTD)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to:
(a)(i1) 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 Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s its profits, or (ii) pay any Indebtedness indebtedness owed by such Restricted Subsidiary to the Company or any of its Restricted Subsidiaries (it being understood that the Company’s other Restricted Subsidiaries, priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions paid 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 the Company’s its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness incurred by the Company or any Restricted Subsidiary shall not be deemed to be a restriction on the ability to make loans or advances); or
(c3) sell, lease or transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s its Restricted Subsidiaries, except for such .
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of of:
(i1) existing any encumbrance or restriction pursuant to an agreement as in effect at the Issue Date, including agreements governing Existing Indebtedness and agreements listed on Schedule 5.03, in each case, Credit Facilities as in effect on the date of this Indenture, (ii) the Credit Documents as in effect as of the date of this Indenture, Issue Date and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunderrefinancings of those agreements; provided that the amendments, provided, however, that such amendmentsrestatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings refinancings are not materially more restrictive restrictive, taken as a whole, with respect to such provisions dividend and other payment restrictions than those contained in the Credit Documents those agreements on the date hereof, Issue Date;
(iii) this Indenture and the Notes, (iv) Applicable Law, (v2) any encumbrance or restriction (1) that restricts in a customary manner the sublettingpursuant to any agreement governing other Indebtedness permitted to be incurred under Section 4.09 and any amendments, assignment restatements, modifications, renewals, supplements, refundings, replacements or transfer refinancings of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security those agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, provided that such encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in permitted by clause (1) of this Section 4.08(b);
(3) this Indenture, the agreements governing Notes, the Indebtedness being RefinancedNote Guarantees, and the Senior Subordinated Indenture, the Senior Subordinated Notes, and the Senior Subordinated Note Guarantees;
(viii4) applicable law, rule, regulation or order;
(5) any instrument governing Indebtedness, Indebtedness or Capital Stock or assets of a Person acquired by the Company or any of the Company’s its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument Indebtedness or Capital Stock was created or such Indebtedness was Incurred incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of any such instrument by such Person; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in any such instrument on the date of acquisition; provided further that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(6) customary encumbrances or restrictions (i) on the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract that was entered into in the ordinary course of business, or the assignment or transfer of any such lease, license or other contract, (ixii) secured contained in mortgages, pledges or other security agreements permitted under this Indenture to secure Indebtedness otherwise of the Company or any of its Restricted Subsidiaries to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements, or (iii) pursuant to provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any of its Restricted Subsidiaries entered into in the ordinary course of business;
(7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3) hereof;
(8) 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;
(9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(10) Liens permitted to be Incurred pursuant to this Indenture incurred under Section 4.12 hereof that limits limit the right of the debtor thereunder to dispose of the assets securing subject to such Indebtedness, Liens;
(x11) contracts for provisions limiting the sale disposition or distribution of assets, including without limitation customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale assets or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (xi) restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course of Business, (xii) customary provisions property in joint venture agreements, licenses asset sale agreements, sale-leaseback agreements, stock sale agreements and leases other similar agreements, which limitation is applicable only to the assets or property that are the subject of such agreements;
(12) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, manufacturing alliance agreements and other similar agreements entered into in the Ordinary Course ordinary course of Businessbusiness, (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that so long as such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions are not applicable to any Person (or its property or assets) other than such joint venture or a Subsidiary thereof or the assets used exclusively in such manufacturing alliance, as applicable;
(13) Indebtedness or other contractual requirements of the type referred to a Receivables Entity or any Standard Securitization Undertakings, in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to each case in clauses (i) through (xiii) aboveconnection with a Qualified Receivables Transaction; provided that such amendmentsrestrictions apply only to such Receivables Entity, modifications, restatements, renewals, increases, supplements, refundings, replacements Receivables and Related Assets;
(14) restrictions on cash or refinancings are, other deposits or net worth under leases or other contracts entered into in the good faith judgment ordinary course of business; and
(15) Indebtedness of Non-Guarantor Restricted Subsidiaries permitted to be incurred under Section 4.09 that impose restrictions solely on the Board of Directors of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingnon-Guarantor Subsidiaries party thereto.
Appears in 1 contract
Sources: Indenture (Georgia Gulf Corp /De/)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to or the Company to: (a)(ii) (x) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s its profits, or (iiy) pay any Indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other its Restricted Subsidiaries, ; (bii) make loans or advances to the Company or any of the Company’s its Restricted Subsidiaries Subsidiaries; or (ciii) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s its Restricted Subsidiaries, except for such . However the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of of: (ia) existing Indebtedness and agreements listed on Schedule 5.03, in each case, as in effect on the date of this Indenture, (ii) the Credit Documents as in effect as of the date of this Indenture, Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunderrefinancings (collectively, providedfor the purposes of this Section 4.08, however"amendments") of any such agreements or any Existing Indebtedness to which such agreements relate, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings amendments are not materially no more restrictive with respect to such dividend, distribution or other payment restrictions and loan or investment restrictions than those contained in such agreement, as in effect on the Issue Date; (b) any Credit Facility in effect after the Issue Date to the extent its provisions are no more restrictive with respect to such dividend, distribution or other payment restrictions and loan or investment restrictions than those contained in the Term Loan Agreement or the Senior Credit Documents Facility as in effect on the date hereof, Issue Date; (iiic) this Indenture Indenture, the Notes, the Exchange Notes and the Subsidiary Guarantees, or any other indenture governing debt securities issued by the Company or any Guarantor that are no more restrictive with respect to such dividend, distribution or other payment restrictions and loan or investment restrictions than those contained herein and the Notes, ; (iv) Applicable Law, (vd) any encumbrance future Liens that may be permitted to be granted under, or restriction incurred not in violation of, any other provisions hereof; (1e) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or applicable law; (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viiif) any instrument governing IndebtednessIndebtedness or Capital Stock, Capital Stock or assets any other agreement relating to any property or assets, of a Person acquired by the Company or any of the Company’s its Restricted Subsidiaries as in effect at the time of such acquisition (except with respect to the extent such instrument was created or such Indebtedness was Incurred 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 that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture hereof to be Incurred, incurred; (ixg) secured Indebtedness otherwise permitted to be Incurred pursuant to this Indenture that limits the right restrictions of the debtor thereunder to dispose nature described in clause (iii) above by reason of customary non-assignment provisions in contracts, agreements, licenses and leases entered into in the ordinary course of business; (h) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the assets securing such Indebtedness, nature described in clause (xiii) contracts for above on the sale of assets, including without limitation customary restrictions property so acquired; (i) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (xi) restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course of Business, (xii) customary provisions in joint venture agreements, licenses and leases and other similar agreements entered into in the Ordinary Course of Business, (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary pending the closing of such sale or disposition; (j) agreements relating to secured Indebtedness otherwise permitted to be Incurred subsequent to the Closing Date incurred pursuant to Section 5.04; provided4.09 hereof, howeverand not in violation of Section 4.12 hereof, that such encumbrance or restriction applies only in limit the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions right of the type debtor to dispose of assets securing such Indebtedness; (k) Permitted Refinancing Indebtedness in respect of Indebtedness referred to in clauses (a), (b), (c), (f), (h) and (cj) above imposed by any amendmentsof this paragraph, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, the restrictions contained in the good faith judgment of the Board of Directors of the Company, agreements governing such Permitted Refinancing Indebtedness are no more restrictive with respect to such dividend and dividend, distribution or other payment restrictions and loan or investment restrictions than those contained in the dividend agreements governing the Indebtedness being refinanced; and (l) provisions with respect to the disposition or distribution of assets in joint venture agreements and other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingsimilar agreements entered into in the ordinary course of business.
Appears in 1 contract
Sources: Indenture (Tesoro Petroleum Co 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 otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the Company to following: (a)(i) pay dividends or make any other distributions to the Company with respect to or any of its Restricted Subsidiaries on its Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s profits, or (ii) pay any Indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other its Restricted Subsidiaries, ; (b) make loans or advances to the Company or any of the Company’s its Restricted Subsidiaries or (c) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i1) existing Indebtedness and agreements listed on Schedule 5.03, in each case, as in effect on the date of this Indenture, (ii) the governing Credit Documents as in effect as of the date of this IndentureFacilities or Existing Indebtedness, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunderrefinancings thereof, provided, however, provided that such agreements and amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings refinancings are not materially more restrictive less favorable to the holders of the Notes, taken as a whole, with respect to such provisions dividend and other payment restrictions than those contained contained, in the case of Credit Documents Facilities, in agreements governing Credit Facilities or, in the case of Existing Indebtedness, in agreements governing such Existing Indebtedness, in either case as in effect on the date hereofof this Indenture, (iii) this Indenture and the Notes, (iv) Applicable Law, (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained this Indenture, the Notes and the Subsidiary Guarantees, (3) any agreement for the sale or other disposition of Equity Interests in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to that restricts distributions by that Restricted Subsidiary pending the extent such encumbrance sale or restriction restricts the transfer of the property subject to such security agreementsother disposition, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viii4) any instrument governing Indebtedness, Indebtedness or Capital Stock or assets of a Person acquired by the Company or any of the Company’s its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or such Indebtedness was Incurred 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 Indenture to be Incurredincurred, (ix5) secured Indebtedness otherwise permitted to be Incurred pursuant to this Indenture by reason of customary provisions restricting the subletting or assignment of any lease or the transfer of copyrighted or patented materials, (6) purchase money obligations for property acquired in the ordinary course of business that limits the right impose restrictions of the debtor thereunder to dispose of nature described in clause (c) above on the assets securing such Indebtednessproperty so acquired, (x7) contracts customary provisions in agreements for the sale of property or assets, including without limitation (8) customary restrictions provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to a Subsidiary pursuant to an the disposition or distribution of assets or property in any joint venture agreement, assets sale agreement, stock sale agreement that has been or other similar agreement entered into for in the sale ordinary course of business, but in each case only to the extent such encumbrance or disposition of all or substantially all restriction relates to the transfer of the Capital Stock property, or assets of encumbers or restricts the assets, subject to such Subsidiaryagreement, (xi10) restrictions on cash or other deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course ordinary course of Businessbusiness, (xii11) customary provisions in joint venture agreementsPermitted Refinancing Indebtedness, licenses provided that the encumbrances and leases and other similar agreements entered into restrictions contained in the Ordinary Course of Business, (xiii) any encumbrance or restriction contained in an agreement evidencing agreements governing such Permitted Refinancing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent are not materially less favorable to the Closing Date pursuant to Section 5.04; providedHolders, howevertaken as a whole, that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such amendmentLiens, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing(13) applicable law.
Appears in 1 contract
Sources: Indenture (CGG Veritas)
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 otherwise cause or suffer permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to:
(a)(ii) pay dividends or make any other distributions to the Company with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s profits, or (ii) pay any Indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other Restricted Subsidiaries, (b) make loans or advances to the Company or any of the Company’s Restricted Subsidiaries or (c) transfer any of such Restricted Subsidiary’s properties or assets on its Equity Interests to the Company or any of the Company’s Restricted Subsidiaries, except or pay any indebtedness or other obligations owed to the Company or any of the other Restricted Subsidiaries (provided that the priority that any series of preferred stock of a Restricted Subsidiary has in receiving dividends or liquidating distributions before dividends or liquidating distributions are paid in respect of common stock of such Restricted Subsidiary shall not constitute a restriction on the ability to make dividends or distributions on Equity Interests for such purposes of this covenant);
(ii) make loans or advances to or make other investments in the Company or any of the other Restricted Subsidiaries; or
(iii) transfer any of its properties or assets to the Company or any of the other Restricted Subsidiaries.
(b) The restrictions contained in Section 4.11(a) shall not apply to encumbrances or restrictions existing under or by reason of of:
(i) existing Indebtedness and agreements listed on Schedule 5.03, in each case, as in effect on the date of this Indenture, Issue Date (ii) including the Credit Documents as in effect as of the date of this Indenture, Agreement) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunder, provided, however, refinancings of any such agreements; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings refinancings are not materially no more restrictive restrictive, taken as a whole, with respect to such provisions distribution, dividend and other payment restrictions and loan or investment restrictions than those contained in the Credit Documents such agreement, as in effect on the date hereofIssue Date ;
(ii) this Indenture, the Notes and the Guarantees;
(iii) this Indenture and the Notesapplicable law, rule, regulation, order, licenses, permits or similar governmental, judicial or regulatory restriction;
(iv) Applicable Law, (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viii) any instrument governing Indebtedness, Capital Stock Indebtedness or assets Equity Interests of a Person acquired by the Company or any of the Company’s its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or such Indebtedness was Incurred incurred 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 such Person, or the property or assets of the such Person, so acquired, ; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(v) customary non-assignment provisions in Hydrocarbon purchase and sale or exchange agreements or similar operational agreements or in licenses and leases entered into in the ordinary course of business and consistent with past practices;
(vi) Capital Lease Obligations, mortgage financings or purchase money obligations, in each case for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (iii) of Section 4.11(a);
(vii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition, provided that such sale or disposition is consummated, or such restrictions are canceled or terminated or lapse, by the later of (a) 90 days following the execution of such agreement and (b) the date on which any required regulatory approval in respect of such sale has been obtained;
(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;
(ix) secured Liens securing Indebtedness otherwise permitted to be Incurred incurred pursuant to this Indenture the provisions of Section 4.10 that limits limit the right of the debtor thereunder Company or any of its Restricted Subsidiaries to dispose of the assets securing subject to such Indebtedness, Lien;
(x) contracts for the sale of assets, including without limitation customary restrictions provisions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale disposition or disposition distribution of all assets or substantially all of the Capital Stock or assets of such Subsidiary, (xi) restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course of Business, (xii) customary provisions property in joint venture agreements, licenses and leases asset sale agreements, stock sale agreements and other similar agreements entered into in the Ordinary Course ordinary course of Business, business that solely affect the assets or property that is the subject of such agreements and provided that in the case of joint venture agreements such provisions solely affect assets or property of the joint venture;
(xiiixi) any encumbrance agreement or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted instrument relating to be Incurred subsequent to any property or assets acquired after the Closing Issue Date pursuant to Section 5.04; provided, however, that so long as such encumbrance or restriction applies relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(xii) restrictions on cash or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the event ordinary course of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through business; and
(xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, no more restrictive with respect Hedging Obligations incurred from time to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingtime.
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 otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a)(i) 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 Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s profits, its profits or (ii) pay any Indebtedness indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other its Restricted Subsidiaries, (b) make loans or advances to the Company or any of the Company’s its Restricted Subsidiaries or (c) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of reasons of: (i) existing Indebtedness and agreements listed on Schedule 5.03, in each case, governing Credit Facilities as in effect on the date of this Indenture, (ii) the Credit Documents as in effect as of the date of this Indenture, Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunderrefinancings thereof, provided, however, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings refinancings are not materially more restrictive restrictive, taken as a whole, with respect to such provisions dividend and other payment restrictions than those contained in the Credit Documents those agreements on the date hereofof this Indenture, (ii) agreements governing Indebtedness incurred under Credit Facilities by Foreign Subsidiaries if (x) the Board of Directors of the Company determines at the time that any agreement governing such Indebtedness is entered into (and at the time of any modification of any such encumbrance or restriction) that any such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the Notes and (y) the encumbrance or restriction is not materially more disadvantageous to the holders of Notes than is customary in comparable financings or agreements (as determined by the Company’s Board of Directors), (iii) this Indenture Indenture, the Notes and the NotesSubsidiary Guarantees as in effect on the date of this Indenture, (iv) Applicable Lawapplicable law and any applicable rule, regulation or order, (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viii) any instrument governing Indebtedness, Indebtedness or Capital Stock or assets of a Person acquired by the Company or any of the Company’s its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or 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, that in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred, (ix) secured Indebtedness otherwise permitted to be Incurred pursuant to this Indenture that limits the right of the debtor thereunder to dispose of the assets securing such Indebtedness, (x) contracts for the sale of assets, including without limitation customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (xi) restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course of Business, (xii) customary provisions in joint venture agreements, licenses and leases and other similar agreements entered into in the Ordinary Course of Business, (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.hereof,
Appears in 1 contract
Sources: Indenture (Amerisourcebergen 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 otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to that is not a Guarantor to:
(a)(ii) 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 Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s its profits, or (ii) pay any Indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other its Restricted Subsidiaries, ;
(bii) make loans or advances to the Company or any of the Company’s its Restricted Subsidiaries or Subsidiaries; or
(ciii) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s its Restricted Subsidiaries. However, except for such the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of of:
(i) existing Indebtedness agreements governing Existing Indebtedness, Credit Facilities and agreements listed on Schedule 5.03Hedging Obligations, in each case, including the Credit Agreement and the Senior Notes Indenture as in effect on the date of this Indenture, (ii) the Credit Documents as in effect as of the date of this IndentureIssue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunderrefinancings of those agreements, provided, however, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or Refinancings refinancings are not materially more restrictive restrictive, taken as a whole, with respect to such provisions dividend and other payment restrictions than those contained in the Credit Documents those agreements on the date hereofIssue Date;
(ii) this Indenture, the Notes and the Subsidiary Guarantees (including the Exchange Notes and the Guarantees thereof);
(iii) this Indenture and the Notesapplicable law, rule, regulation or order;
(iv) Applicable Lawany agreement, (v) any encumbrance instrument or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viii) any instrument governing Indebtedness, Capital Stock or assets of a Person acquired by the Company or any of the Company’s its Restricted Subsidiaries (including by merger or consolidation) as in effect at the time of such acquisition (except to the extent such agreement, instrument or Capital Stock was created or such Indebtedness was Incurred 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 Indenture to be Incurredincurred;
(v) customary non-assignment provisions in leases, licenses and conveyances entered into in the ordinary course of business;
(vi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (iii) of the preceding paragraph;
(vii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(viii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(ix) secured Liens securing Indebtedness otherwise permitted to be Incurred pursuant to this Indenture incurred under the provisions of Section 4.12 that limits limit the right of the debtor thereunder to dispose of the assets securing subject to such Indebtedness, Liens;
(x) contracts for the sale of assets, including without limitation customary restrictions 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 and agreements relating to Permitted Business Investments;
(xi) the issuance of preferred stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof, provided that issuance of such preferred stock is permitted pursuant to Section 4.09 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);
(xii) encumbrances or restrictions contained in any Indebtedness, Disqualified Stock or preferred stock incurred by a Foreign Restricted Subsidiary pursuant to an agreement that has the first paragraph of and clauses (i), (iv), (v) (but only to the extent a Foreign Restricted Subsidiary initially would have been entered into for permitted to incur the sale underlying Indebtedness), (xiv), (xv), (xvi) or disposition of all or substantially all (xviii) of the Capital Stock second paragraph of Section 4.09; provided that such encumbrance or assets of restriction shall only apply to such Foreign Restricted Subsidiary;
(xiii) supermajority voting requirements existing under corporate charters, bylaws, stockholders agreements and similar documents and agreements;
(xixiv) restrictions on cash or other deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course ordinary course of Business, business;
(xiixv) customary subordination provisions in joint venture agreements, licenses and leases and other similar agreements entered into in the Ordinary Course of Business, (xiii) any encumbrance or restriction contained in an agreement evidencing governing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and 4.09;
(xivxvi) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiiixv) aboveabove or this clause (xvi); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, no not materially more restrictive with respect to such dividend encumbrances and other payment restrictions taken as a whole than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and
(xvii) restrictions or conditions of the types contained in clause (iii) of the preceding paragraph contained in any operating, construction, service, supply, purchase or other agreement to which the Company or any Restricted Subsidiary is a party entered into in the ordinary course of business; provided that such agreement limits the encumbrance solely to the property or assets of the Company or such Restricted Subsidiary that is the subject of such agreement, the payment rights arising thereunder and the proceeds thereof and does not extend to any other asset or property of such Restricted Subsidiary or the assets or property of the Company or any other Restricted Subsidiary.
Appears in 1 contract
Sources: Indenture (Cinemark Usa Inc /Tx)
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 otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to:
(a)(ii) 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 Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s its profits, or (ii) pay any Indebtedness indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other its Restricted Subsidiaries, ;
(bii) make loans or advances to the Company or any of the Company’s its Restricted Subsidiaries or Subsidiaries; or
(ciii) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s its Restricted Subsidiaries. However, except for such the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of of:
(iA) existing agreements governing Existing Indebtedness and agreements listed on Schedule 5.03, in each case, Credit Facilities as in effect on the date of this Indenture, (ii) the Credit Documents as in effect as of the date of this Indenture, Agreement and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunder, provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings are not materially more restrictive with respect to such provisions than those contained in the Credit Documents on the date hereof, (iii) this Indenture and the Notes, (iv) Applicable Law, (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viii) any instrument governing Indebtedness, Capital Stock or assets of a Person acquired by the Company or any of the Company’s Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or 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 Indenture to be Incurred, (ix) secured Indebtedness otherwise permitted to be Incurred pursuant to this Indenture that limits the right of the debtor thereunder to dispose of the assets securing such Indebtedness, (x) contracts for the sale of assets, including without limitation customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (xi) restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course of Business, (xii) customary provisions in joint venture agreements, licenses and leases and other similar agreements entered into in the Ordinary Course of Business, (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) abovethose agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, are no more restrictive restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the dividend date of this Agreement;
(B) this Agreement, any of the Indentures and any of the Notes issued pursuant to the Indentures or any other indenture governing letters of credit, loans or debt securities issued by or on behalf of the Company that are no more restrictive, taken as a whole, with respect to such dividend, distribution or other payment restrictions prior and loan or investment restrictions than those contained in this Agreement, the Indentures, and the Initial Notes as in effect on the date of this Agreement;
(C) applicable law, rule, regulation or order;
(D) customary non-assignment provisions in leases, contracts and licenses entered into in the ordinary course of business and consistent with past practices;
(E) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (iii) of the preceding paragraph;
(F) 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;
(G) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(H) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of the covenant described above under Section 5.12 herein that limit the right of the debtor to dispose of the assets subject to such amendmentLiens;
(I) provisions limiting or prohibiting the disposition or distribution of assets or property in joint venture agreements, modificationasset sale agreements, restatementsale-leaseback agreements, renewalstock sale agreements and other similar agreements entered into with the approval of the Company's Board of Directors, increasewhich limitation or prohibition is applicable only to the assets that are the subject of such agreements;
(J) any encumbrance or restriction imposed pursuant to the terms of any Non-Recourse Debt incurred pursuant to clause (vi) of the definition of Permitted Debt described in Section 5.09(b) or any preferred stock issued pursuant to clause (vii) of the definition of Permitted Debt described in Section 5.09(b); provided that such encumbrance or restriction, supplementin the written opinion of the President, refundingVice Chairman, replacement Chief Operating Officer or refinancingChief Financial Officer of the Company, (x) is required in order to obtain such financing or to place such preferred stock, (y) is customary for such financings or placements and (z) applies only to the assets or revenues of the applicable Restricted Subsidiary;
(K) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Acquired Debt incurred pursuant to clause (x) of the definition of Permitted Debt described in Section 5.09(b); provided that such encumbrance or restriction was not incurred in connection with or in contemplation of such Restricted Subsidiary becoming a Restricted Subsidiary; and
(L) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business.
Appears in 1 contract
Sources: Credit Agreement (Calpine 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 otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a)(i) pay dividends or make any other distributions to the Company or any of its Subsidiaries (A) on its Capital Stock or (B) with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s its profits, or (ii) pay any Indebtedness indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other Restricted its Subsidiaries, (b) make loans or advances to the Company or any of the Company’s Restricted its Subsidiaries or (c) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s Restricted its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) existing Existing Indebtedness and agreements listed on Schedule 5.03, in each case, as in effect on the date of this IndentureAgreement, (ii) the Credit Documents Agreement as in effect as of the date of this IndentureAgreement, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunder, refinancings thereof; provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or Refinancings refinancings are not materially no more restrictive with respect to such provisions dividend and other payment restrictions than those contained in the Credit Documents Agreement as in effect on the date hereofof this Agreement, (iii) this Indenture Agreement, the Notes, the Holdings Purchase Agreement and the Senior Discount Notes, (iv) Applicable Lawapplicable law, (v) any encumbrance or restriction (1) that restricts by reason of customary non- assignment provisions in a customary manner leases, licenses and other agreements entered into in the subletting, assignment or transfer ordinary course of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreementsbusiness and consistent with past practices, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course ordinary course of Business business that impose restrictions of the nature described in clause (vc) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially no more restrictive than those contained in the agreements governing the Indebtedness being Refinancedrefinanced, or (viii) any instrument governing Indebtedness, Indebtedness or Capital Stock or assets of a Person acquired by the Company or any of the Company’s Restricted its Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or such Indebtedness was Incurred 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 Indenture Agreement to be Incurred, (ix) secured Indebtedness otherwise permitted to be Incurred pursuant to this Indenture that limits the right of the debtor thereunder to dispose of the assets securing such Indebtedness, (x) contracts for the sale of assets, including without limitation customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (xi) restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course of Business, (xii) customary provisions in joint venture agreements, licenses and leases and other similar agreements entered into in the Ordinary Course of Business, (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingincurred.
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 otherwise cause or suffer permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to:
(a)(ii) pay dividends or make any other distributions to the Company with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s profits, or (ii) pay any Indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other Restricted Subsidiaries, (b) make loans or advances to the Company or any of the Company’s Restricted Subsidiaries or (c) transfer any of such Restricted Subsidiary’s properties or assets on its Equity Interests to the Company or any of the Company’s Restricted Subsidiaries, except or pay any indebtedness or other obligations owed to the Company or any of the other Restricted Subsidiaries (provided that the priority that any series of preferred stock of a Restricted Subsidiary has in receiving dividends or liquidating distributions before dividends or liquidating distributions are paid in respect of common stock of such Restricted Subsidiary shall not constitute a restriction on the ability to make dividends or distributions on Equity Interests for such purposes of this covenant);
(ii) make loans or advances to or make other investments in the Company or any of the other Restricted Subsidiaries; or
(iii) transfer any of its properties or assets to the Company or any of the other Restricted Subsidiaries.
(b) The restrictions contained in Section 4.11(a) shall not apply to encumbrances or restrictions existing under or by reason of of:
(i) existing Indebtedness and agreements listed on Schedule 5.03, in each case, as in effect on the date of this Indenture, Issue Date (ii) including the Credit Documents as in effect as of the date of this Indenture, Agreement) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunder, provided, however, refinancings of any such agreements; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings refinancings are not materially no more restrictive restrictive, taken as a whole, with respect to such provisions distribution, dividend and other payment restrictions and loan or investment restrictions than those contained in the Credit Documents such agreement, as in effect on the date hereofIssue Date;
(ii) this Indenture, the Notes and the Guarantees;
(iii) this Indenture and the Notesapplicable law, rule, regulation, order, licenses, permits or similar governmental, judicial or regulatory restriction;
(iv) Applicable Law, (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viii) any instrument governing Indebtedness, Capital Stock Indebtedness or assets Equity Interests of a Person acquired by the Company or any of the Company’s its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or such Indebtedness was Incurred incurred 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 such Person, or the property or assets of the such Person, so acquired, ; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(v) customary non-assignment provisions in Hydrocarbon purchase and sale or exchange agreements or similar operational agreements or in licenses and leases entered into in the ordinary course of business and consistent with past practices;
(vi) Capital Lease Obligations, mortgage financings or purchase money obligations, in each case for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (iii) of Section 4.11(a);
(vii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition, provided that such sale or disposition is consummated, or such restrictions are canceled or terminated or lapse, by the later of (a) 90 days following the execution of such agreement and (b) the date on which any required regulatory approval in respect of such sale has been obtained;
(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;
(ix) secured Liens securing Indebtedness otherwise permitted to be Incurred incurred pursuant to this Indenture the provisions of Section 4.10 that limits limit the right of the debtor thereunder Company or any of its Restricted Subsidiaries to dispose of the assets securing subject to such Indebtedness, Lien;
(x) contracts for the sale of assets, including without limitation customary restrictions provisions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale disposition or disposition distribution of all assets or substantially all of the Capital Stock or assets of such Subsidiary, (xi) restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course of Business, (xii) customary provisions property in joint venture agreements, licenses and leases asset sale agreements, stock sale agreements and other similar agreements entered into in the Ordinary Course ordinary course of Business, business that solely affect the assets or property that is the subject of such agreements and provided that in the case of joint venture agreements such provisions solely affect assets or property of the joint venture;
(xiiixi) any encumbrance agreement or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted instrument relating to be Incurred subsequent to any property or assets acquired after the Closing Date pursuant to Section 5.04; providedIssue Date, however, that so long as such encumbrance or restriction applies relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(xii) restrictions on cash or other deposits or net worth imposed by customers or lessor under contracts or leases entered into in the event ordinary course of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through business; and
(xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, no more restrictive with respect Hedging Obligations incurred from time to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingtime.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company Issuers shall not, and shall not permit any of its their respective Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company which is not a Subsidiary Guarantor to (a)(ii)(a) pay dividends or make any other distributions to the Company Issuers or any of their respective Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s its profits, or (iib) pay any Indebtedness indebtedness owed by such Restricted Subsidiary to the Company Issuers or any of the Company’s other their respective Restricted Subsidiaries, (bii) make loans or advances to the Company Issuers or any of the Company’s their respective Restricted Subsidiaries or (ciii) transfer any of such Restricted Subsidiary’s its properties or assets to the Company Issuers or any of the Company’s their respective Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (ia) existing Existing Indebtedness and agreements listed on Schedule 5.03, in each case, as in effect on the date of this Indenture, (iib) the New Credit Documents Facility as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunderrefinancings thereof, provided, however, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or Refinancings refinancings are not materially no more restrictive with respect to such provisions dividend and other payment restrictions than those contained in the New Credit Documents Facility as in effect on the date hereofof this Indenture, (iiic) this Indenture and the Notes, (ivd) Applicable Lawapplicable law, (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viiie) any instrument governing Indebtedness, Indebtedness or Capital Stock or assets of a Person acquired by the Company Issuers or any of the Company’s their respective Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or such Indebtedness was Incurred 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 Indenture to be Incurredincurred, (ixf) secured Indebtedness otherwise permitted to be Incurred pursuant to this Indenture that limits the right by reason of the debtor thereunder to dispose of the assets securing such Indebtedness, (x) contracts for the sale of assets, including without limitation customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (xi) restrictions on deposits or minimum net worth requirements imposed by customers under contracts non-assignment provisions in leases entered into in the Ordinary Course ordinary course of Businessbusiness and consistent with past practices, (xiig) customary provisions in joint venture agreements, licenses and leases and other similar agreements entered into in the Ordinary Course of Business, (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, purchase money obligations for property acquired that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or impose restrictions of the type referred to nature described in clauses clause (a)iii) above on the property so acquired, (bh) and (c) above imposed by any amendmentsPermitted Refinancing Indebtedness, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, the restrictions contained in the good faith judgment of the Board of Directors of the Company, agreements governing such Permitted Refinancing Indebtedness are no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend agreements governing the Indebtedness being refinanced, (i) any instrument or agreement governing Indebtedness permitted to be incurred under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, which encumbrance or restriction is not applicable to any property or assets other payment restrictions prior than the property or assets subject to such amendmentLien, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing(j) restrictions applicable to a Receivables Subsidiary arising from a Receivables Transaction.
Appears in 1 contract
Sources: Indenture (Foamex International 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 otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a)(ii)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s its profits, or (iib) pay any Indebtedness indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other its Restricted Subsidiaries, (bii) make loans or advances to the Company or any of the Company’s its Restricted Subsidiaries or (ciii) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (ia) existing Existing Indebtedness and agreements listed on Schedule 5.03, in each case, as in effect on the date of this IndentureIssue Date, (iib) the Credit Documents Warehouse Facilities as in effect as of the date of this IndentureIssue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, additions, replacements or Refinancings thereof permitted hereunder, provided, however, refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, additions, replacements or Refinancings refinancings are not materially no more restrictive with respect to such provisions dividend and other payment restrictions than those contained in the Credit Documents Warehouse Facilities as in effect on the date hereofIssue Date, (iiic) Indebtedness or other contractual requirements of a Special Purpose Subsidiary in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Special Purpose Subsidiary, (d) this Indenture and the Notes, (ive) Applicable Lawapplicable law, (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viiif) any instrument governing Indebtedness, Indebtedness or Capital Stock or assets of a Person acquired by the Company or any of the Company’s its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or such Indebtedness was Incurred 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 Indenture to be Incurredincurred, (ixg) secured Indebtedness otherwise permitted to be Incurred pursuant to this Indenture that limits the right by reason of the debtor thereunder to dispose of the assets securing such Indebtedness, (x) contracts for the sale of assets, including without limitation customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (xi) restrictions on deposits or minimum net worth requirements imposed by customers under contracts non-assignment provisions in leases entered into in the Ordinary Course ordinary course of Businessbusiness and consistent with past practices, (xiih) customary provisions in joint venture agreements, licenses and leases and other similar agreements entered into purchase money obligations for property acquired in the Ordinary Course ordinary course of Business, (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, business that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or impose restrictions of the type referred to nature described in clauses clause (a), (b) and (ciii) above imposed by any amendmentson the property so acquired, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) abovePermitted Refinancing Indebtedness; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, the restrictions contained in the good faith judgment of the Board of Directors of the Company, agreements governing such Permitted Refinancing Indebtedness are no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingagreements governing the Indebtedness being refinanced.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company Issuer shall not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to:
(a)(i1) pay dividends or make any other distributions on its Equity Interests to the Company with Issuer or any of its Restricted Subsidiaries or to pay any indebtedness owed to the Issuer or any of its Restricted Subsidiaries; provided, however, that the priority that any series of preferred securities of a Restricted Subsidiary has in receiving dividends or liquidating distributions before dividends or liquidating distributions are paid in respect to any Capital Stock of common securities of such Restricted Subsidiary shall not constitute a restriction on the ability to make dividends or any other interest or participation in, or measured by, distributions on Equity Interests for purposes of this covenant so long as the terms of such Restricted Subsidiary’s profits, or (ii) pay any Indebtedness owed by preferred securities do not expressly restrict the ability of such Restricted Subsidiary to the Company pay dividends or any of the Company’s other Restricted Subsidiaries, make distributions on its Equity Interests;
(b2) make loans or advances to the Company Issuer or any of the Company’s its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Issuer or any Restricted Subsidiary to other Indebtedness incurred by the Issuer or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or
(c3) sell, lease or transfer any of such Restricted Subsidiary’s its properties or assets to the Company Issuer or any of the Company’s its Restricted Subsidiaries, except for such .
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of of:
(i1) existing Indebtedness and agreements listed on Schedule 5.03, in each case, as in effect on the date of this Indenture, (ii) the Credit Documents as in effect as of the date of this Indenture, Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunderrefinancings of those agreements or the Indebtedness to which they relate; provided that the amendments, provided, however, that such amendmentsrestatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings refinancings are not materially more restrictive restrictive, taken as a whole, with respect to such provisions dividend, distribution and other payment restrictions than those contained in the Credit Documents those agreements on the date hereof, (iii) of this Indenture and the Notes, (iv) Applicable Law, (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or Indenture;
(2) contained in security agreements securing Indebtedness of this Indenture, the Company Notes and the Note Guarantees;
(3) applicable law, rule, regulation or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, order;
(vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viii4) any instrument governing Indebtedness, Capital Stock Indebtedness or assets Equity Interests of a Person acquired by the Company Issuer or any of the Company’s its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created Indebtedness or such Indebtedness was Incurred 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 Indenture to be IncurredIndenture;
(5) customary non-assignment provisions in contracts for purchase, gathering, processing, fractionating, 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 terminalling agreements, or similar operational agreements or in licenses, leases, rights-of-way, easements or servitudes, in each case entered into in the ordinary course of business;
(ix6) secured purchase money obligations for property acquired in the ordinary course of business and Finance Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness otherwise are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) the Spin-Off Documents;
(10) Liens permitted to be Incurred pursuant to this Indenture incurred under the provisions of Section 4.12 hereof that limits limit the right of the debtor thereunder to dispose of the assets securing subject to such IndebtednessLiens;
(11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, (x) contracts for the asset sale of assetsagreements, including without limitation customary restrictions with respect to a Subsidiary pursuant to an agreement that has been sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into for in the sale ordinary course of business;
(12) any agreement or disposition of all or substantially all of the Capital Stock 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 Subsidiary, acquisitions;
(xi13) restrictions on cash or other deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course ordinary course of Businessbusiness;
(14) with respect to any Foreign Subsidiary, (xii) customary provisions in joint venture agreements, licenses and leases and other similar agreements entered into in the Ordinary Course of Business, (xiii) any encumbrance or restriction contained in an the terms of any Indebtedness or any agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that which such Indebtedness was incurred if either (a) the encumbrance or restriction applies only in the event of and during the continuance of a payment default or a default contained with respect to a financial covenant in such Indebtedness or agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by the Issuer determines that any amendmentssuch encumbrance or restriction will not materially affect the Issuer’s ability to make principal or interest payments on the Notes, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to as determined in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of by the Board of Directors of the CompanyIssuer, no whose determination shall be conclusive; and
(15) any other agreement governing Indebtedness of the Issuer or any Restricted Subsidiary that is permitted to be incurred pursuant to Section 4.09 hereof; provided, however, that such encumbrances or restrictions are not materially more restrictive with respect to such dividend and other payment restrictions restrictive, taken as a whole, than those contained in this Indenture or the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingcredit agreement that will govern the New Senior Secured Credit Facilities as it exists on the date of the Spin-Off.
Appears in 1 contract
Sources: Indenture (Dte Energy 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 otherwise cause or suffer permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a)(i) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (A) on its Capital Stock or (B) with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s profits, its profits or (ii) pay any Indebtedness indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other its Restricted Subsidiaries, (b) make loans or advances to the Company or any of the Company’s its Restricted Subsidiaries or (c) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason reasons of (i) existing Existing Indebtedness and agreements listed on Schedule 5.03, in each case, as in effect on the date of this Indenture, (ii) the Credit Documents as in effect as of the date of this Indenture, hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunderrefinancings thereof, provided, however, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings refinancings are not materially no more restrictive restrictive, taken as a whole, with respect to such provisions dividend and other payment restrictions than those contained in the Credit Documents such Existing Indebtedness, as in effect on the date hereof, (ii) this Indenture, the Notes and the Notes Guarantees, (iii) this Indenture and the Notesapplicable law, (iv) Applicable Lawany instrument governing or relating to Permitted Bank Debt or Indebtedness of Foreign Subsidiaries, in each case that meets the criteria specified in clauses (i) and (xiii), respectively, of the second paragraph of Section 4.09; provided, that the Board of Directors shall have determined in good faith at the time that such encumbrance or restriction is created that the encumbrance or restriction (a) would not impair the ability of the Company to pay interest on the Notes at their Stated Maturity or to pay principal and accrued and unpaid interest on the Notes at their final Stated Maturity, and (b) is not materially more disadvantageous to holders of the Notes than is customary in comparable financings; (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viii) any instrument governing Indebtedness, Indebtedness or Capital Stock or assets of a Person acquired by the Company or any of the Company’s its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or such Indebtedness was Incurred 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 Indenture to be Incurredincurred, (vi) customary non-assignment provisions in leases, licenses and other contracts entered into in the ordinary course of business and consistent with past practices, (vii) 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) above, (viii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts dividends, distributions, loans, advances or transfers by such Restricted Subsidiary pending its sale or other disposition, (ix) secured 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, (x) agreements entered into with respect to Liens securing Indebtedness otherwise permitted to be Incurred incurred pursuant to this Indenture the provisions of Section 4.12 hereof that limits limit the right of the debtor thereunder Company or any of its Restricted Subsidiaries to dispose of the assets securing subject to such Indebtedness, (x) contracts for the sale of assets, including without limitation customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such SubsidiaryLien, (xi) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business, (xii) restrictions on cash or other deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course ordinary course of Business, (xii) customary provisions in joint venture agreements, licenses and leases and other similar agreements entered into in the Ordinary Course of Businessbusiness, (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; providedReceivables Program, however, that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions restriction imposed pursuant to contracts for the sale of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, no more restrictive assets with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior 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. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to:
(a)(ii) pay dividends or make any other distributions to the Company with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s profits, or (ii) pay any Indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other Restricted Subsidiaries, (b) make loans or advances to the Company or any of the Company’s Restricted Subsidiaries or (c) transfer any of such Restricted Subsidiary’s properties or assets to the Company or any of the Company’s Restricted Subsidiaries, except for such 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 the Company’s Restricted Subsidiaries;
(ii) make loans or advances to the Company or any Restricted Subsidiary; or
(iii) transfer any of its properties or assets to the Company or any Restricted Subsidiary.
(b) However, the preceding restrictions in Section 4.11(a) will not apply to encumbrances or restrictions existing under or by reason of of:
(i) any agreement or instrument existing as of, or entered into on, the Issue Date, including agreements governing Existing Indebtedness and agreements listed on Schedule 5.03, Credit Facilities and other contractual encumbrances or restrictions in each case, case as in effect on the date of this Indenture, (ii) the Credit Documents as in effect as of the date of this Indenture, Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunderrefinancings of those agreements, provided, however, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings refinancings are not materially no more restrictive restrictive, taken as a whole, with respect to such provisions encumbrances and restrictions than those contained in the Credit Documents those agreements on the date hereofIssue Date;
(ii) this Indenture, the Security Documents, the Notes and the Note Guarantees;
(iii) this Indenture and the Notesany applicable law, rule, regulation or order;
(iv) Applicable Law, (v) any encumbrance agreement or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viii) any instrument governing Indebtedness, Indebtedness or Capital Stock or assets of a Person acquired by the Company or any of the Company’s Restricted Subsidiaries Subsidiary as in effect at the time of the Company’s acquisition of such acquisition Person or Restricted Subsidiary (except to the extent such instrument Indebtedness or Capital Stock was created or such Indebtedness was Incurred 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 Indenture to be Incurredincurred, (ix) secured Indebtedness otherwise permitted to be Incurred pursuant to this Indenture that limits the right of the debtor thereunder to dispose of the assets securing such Indebtedness, (x) contracts for the sale of assets, including without limitation customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (xi) restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course of Business, (xii) customary provisions in joint venture agreements, licenses and leases and other similar agreements entered into in the Ordinary Course of Business, (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contractsany such agreement or instrument, instruments or obligations referred to in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, are no more restrictive restrictive, taken as a whole, with respect to such dividend encumbrances and other payment restrictions than those contained in those agreements and instruments on the dividend date of such acquisition;
(v) purchase money obligations for property acquired in the ordinary course of business;
(vi) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions, loans, advances or asset transfers by that Restricted Subsidiary pending its sale or other disposition;
(vii) Permitted Refinancing Indebtedness; provided, that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(viii) any agreement or instrument relating to any Indebtedness permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section 4.09 hereof (i) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Holders of the Notes than the encumbrances and restrictions contained in this Indenture (as determined in good faith by the Company), or (ii) if such encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than 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 will not materially affect the Company’s ability to make principal or interest payments on the Notes or (y) such encumbrance or restriction applies only if a default occurs in respect of a payment restrictions prior or financial covenant relating to such amendmentIndebtedness;
(ix) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.10 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(x) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, modificationasset sale agreements, restatementstock sale agreements and other similar agreements entered into in the ordinary course of business;
(xi) in the case of clause (iii) of Section 4.11(a) hereof, renewalencumbrances or restrictions:
(A) that restrict in a customary manner the subletting, increaseassignment or transfer of any property or asset that is a lease, supplementlicense, refundingconveyance or contract or similar property or asset;
(B) existing by virtue of any transfer of, replacement agreement to transfer, option or refinancingright with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture, or
(C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and
(xii) customary restrictions on such loans, advances or transfers contained in agreements governing Permitted Investments properly made in accordance with the provisions of this Indenture.
Appears in 1 contract
Sources: Indenture (ReFinance America, 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 otherwise cause or suffer permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to:
(a)(ia) pay dividends or make any other distributions on its Capital Stock to the Company or any of the Company's Restricted Subsidiaries, or with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s its profits, or (ii) pay any Indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other 's Restricted Subsidiaries, ;
(b) make loans or advances to the Company or any of the Company’s 's Restricted Subsidiaries or Subsidiaries; or
(c) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s 's Restricted Subsidiaries. However, except for such the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of of:
(ia) existing Existing Indebtedness and agreements listed on Schedule 5.03, in each case, as in effect on the date of this Indenture, (ii) the Credit Documents as in effect as of the date of this Indenture, Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunderrefinancings thereof, provided, however, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or Refinancings refinancings are not materially no more restrictive with respect to such provisions dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect on the Issue Date;
(b) the Credit Documents on Facilities, this Indenture, the date hereofEuro Indenture, (iii) this Indenture the Notes and the Exchange Notes, (iv) Applicable Lawthe Euro Notes and the Euro Exchange Notes, (v) any encumbrance or restriction (1) Qualified Subsidiary Indebtedness and Indebtedness ranking pari passu with the Notes; provided that restricts in a customary manner with respect to Indebtedness ranking pari passu with the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent Notes such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness provisions are not materially no more restrictive than those contained set forth in the agreements governing the Indebtedness being Refinanced, Notes;
(viiic) applicable law;
(d) any instrument governing Indebtedness, Indebtedness or Capital Stock or assets of a Person acquired by the Company or any of the Company’s its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or such Indebtedness was Incurred 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 Indenture to be Incurredincurred;
(e) customary non-assignment provisions restricting subletting or assignment in leases or other agreements entered into in the ordinary course of business and consistent with past practices;
(f) 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;
(g) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by such Restricted Subsidiary pending its sale or other disposition, provided that the consummation of such transaction would not result in a Default or an Event of Default, that such restriction terminates if such transaction is not consummated and that the consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into;
(ixh) secured Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced;
(i) Liens securing Indebtedness otherwise permitted to be Incurred incurred pursuant to this Indenture the provisions of Section 4.12 that limits limit the right of the debtor thereunder Company or any of its Restricted Subsidiaries to dispose of the assets securing subject to such Indebtedness, Lien;
(xj) contracts for customary limitations on the sale disposition or distribution of assets, including without limitation customary restrictions with respect to a Subsidiary pursuant to an agreement that has been assets or property in joint venture agreements and other similar agreements entered into for in the sale or disposition ordinary course of all or substantially all of the Capital Stock or assets of such Subsidiary, business; and
(xik) restrictions on cash or other deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course ordinary course of Business, business.
(xiil) customary provisions encumbrances and restrictions in joint venture agreements, licenses and leases and other similar agreements entered into Indebtedness incurred by Foreign Subsidiaries in the Ordinary Course of Business, accordance with Section 4.09; and
(xiiim) any encumbrance Indebtedness or restriction contained in an any agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that which such Indebtedness was issued if (A) the encumbrance or restriction applies only in the upon a payment or financial covenant default or event of and during the continuance of a default contained in such Indebtedness or agreement and (xivB) any encumbrances the encumbrance or restrictions restriction is not materially more disadvantageous to the Holders of the type referred to Notes than is customary in clauses comparable financings (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to as determined in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of by the Board of Directors of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing).
Appears in 1 contract
Sources: Indenture (360networks Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to: (a)(ia) pay dividends or make any other distributions to the Company with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s 's profits, or (ii) pay any Indebtedness or other obligations owed by such Restricted Subsidiary to the Company or any of the Company’s 's other Restricted Subsidiaries, ; (b) make loans or advances to the Company or any of the Company’s 's other Restricted Subsidiaries Subsidiaries; or (c) transfer any of such Restricted Subsidiary’s properties 's property or assets to the Company or any of the Company’s 's other Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of of: (i) existing Indebtedness and agreements listed on Schedule 5.03, in each caseagreements, as in effect at or entered -37- into on the date of this Indenture, Closing Date; (ii) the Credit Documents as in effect as of the date of this IndentureClosing Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunder, providedPROVIDED, howeverHOWEVER, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings are not materially more restrictive with respect to such provisions than those contained in the Credit Documents on the date hereof, ; (iii) this Indenture and the Notes, ; (iv) Applicable Law, ; (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract contract, or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, ; (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, ; (vii) Permitted Refinancing Indebtedness; providedPROVIDED, howeverHOWEVER, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, ; (viii) any instrument governing Indebtedness, Capital Stock or assets of a Person acquired by the Company or any of the Company’s 's Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or 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 Indenture to be Incurred, ; (ix) secured Indebtedness otherwise permitted to be Incurred pursuant to this Indenture that limits the right of the debtor thereunder to dispose of the assets securing such Indebtedness, ; (x) contracts for the sale of assets, including without limitation customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, ; (xi) restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course of Business, ; (xii) customary provisions in joint venture agreements, licenses and leases and other similar agreements entered into in the Ordinary Course of Business, ; (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided PROVIDED that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, are no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Indenture (Cincinnati Bell Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Unless the Rating Condition is satisfied, the Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to:
(a)(i1) 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 Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s its profits, or (ii) pay any Indebtedness indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other its Restricted Subsidiaries, ;
(b2) make loans or advances to the Company or any of the Company’s its Restricted Subsidiaries or Subsidiaries; or
(c3) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s its Restricted Subsidiaries. However, except for such the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of of:
(i1) existing Existing Indebtedness and agreements listed on Schedule 5.03, in each caseIndebtedness under Credit Facilities, as in effect on the date of this Indenture, (ii) the Credit Documents as in effect as of the date of this Indenture, Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, restructurings (including rate increases), replacements or Refinancings thereof permitted hereunderrefinancings thereof, provided, however, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements restructurings, replacement or Refinancings refinancings are not materially more restrictive restrictive, taken as a whole, with respect to such provisions dividend and other payment restrictions than those contained in the Credit Documents such Indebtedness, as in effect on the date hereof, (iii) of this Indenture and the Notes, (iv) Applicable Law, (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or Indenture;
(2) contained in security agreements securing Indebtedness this Indenture, the Notes and Exchange Notes;
(3) applicable law or any requirement of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, any regulatory body;
(vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viii4) any instrument governing Indebtedness, Indebtedness or Capital Stock or assets of a Person acquired by the Company or any of the Company’s its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or such Indebtedness was Incurred 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 Indenture to be Incurredincurred;
(5) customary non-assignment provisions of (a) any leases governing a leasehold interest, (ixb) secured Indebtedness otherwise permitted any supply, license or other agreement entered into in the ordinary course of business of the Company or any of its Restricted Subsidiaries or (c) any security agreement relating to be Incurred a Lien incurred pursuant to this Indenture clause (10) of the definition of "Permitted Liens";
(6) purchase money obligations for property acquired in the ordinary course of business that limits impose restrictions on the property so acquired of the nature described in clause (3) of the preceding paragraph;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary or assets that restricts distributions by that Subsidiary or of such assets pending such sale or other disposition;
(8) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness that limit the right of the debtor thereunder to dispose of the assets securing subject to such Indebtedness, Lien; and
(x10) contracts for the sale of assets, including without limitation customary restrictions provisions with respect to a Subsidiary pursuant to an agreement that has been entered into for the disposition or distribution of assets or property in asset sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (xi) restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course of Business, (xii) customary provisions in joint venture agreements, licenses and leases and other similar agreements entered into in the Ordinary Course ordinary course of Business, (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingbusiness.
Appears in 1 contract
Sources: Indenture (Avista Corp)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to or the Company to: (a)(ii)(x) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s its profits, or (iiy) pay any Indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other its Restricted Subsidiaries, ; (bii) make loans or advances to the Company or any of the Company’s its Restricted Subsidiaries Subsidiaries; or (ciii) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s its Restricted Subsidiaries, except for such . However the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of of:
(ia) existing Indebtedness and agreements listed on Schedule 5.03, in each case, as in effect on the date of this Indenture, (ii) the Credit Documents as in effect as of the date of this Indenture, Closing Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunderrefinancings (collectively, providedfor the purposes of this Section 5.08, however"amendments") of any such agreements or any Existing Indebtedness to which such agreements relate, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings amendments are not materially no more restrictive with respect to such dividend, distribution or other payment restrictions and loan or investment restrictions than those contained in such agreement, as in effect on the Closing Date;
(b) any Credit Facility in effect after the Closing Date to the extent its provisions are no more restrictive with respect to such dividend, distribution or other payment restrictions and loan or investment restrictions than those contained in the Indenture or the Senior Credit Documents Facility as in effect on the date hereof, Closing Date;
(iiic) this Indenture Agreement, the Term Loans and the NotesTerm Loan Guarantees, (iv) Applicable Law, (v) or any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of other indenture governing debt securities issued by the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject any Guarantor that are no more restrictive with respect to such security agreementsdividend, (vi) capital leases distribution or purchase money obligations for property acquired in the Ordinary Course of Business that impose other payment restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such and loan or investment restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained herein;
(d) any future Liens that may be permitted to be granted under, or incurred not in the agreements governing the Indebtedness being Refinancedviolation of, any other provisions hereof;
(viiie) applicable law;
(f) any instrument governing IndebtednessIndebtedness or Capital Stock, Capital Stock or assets any other agreement relating to any property or assets, of a Person acquired by the Company or any of the Company’s its Restricted Subsidiaries as in effect at the time of such acquisition (except with respect to the extent such instrument was created or such Indebtedness was Incurred 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 that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture hereof to be Incurred, incurred;
(ixg) secured Indebtedness otherwise permitted to be Incurred pursuant to this Indenture that limits the right restrictions of the debtor thereunder to dispose nature described in clause (iii) above by reason of customary non-assignment provisions in contracts, agreements, licenses and leases entered into in the ordinary course of business;
(h) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the assets securing such Indebtedness, nature described in clause (xiii) contracts for above on the sale of assets, including without limitation customary restrictions property so acquired;
(i) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (xi) restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course of Business, (xii) customary provisions in joint venture agreements, licenses and leases and other similar agreements entered into in the Ordinary Course of Business, (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary pending the closing of such sale or disposition;
(j) agreements relating to secured Indebtedness otherwise permitted to be Incurred subsequent to the Closing Date incurred pursuant to Section 5.04; provided5.09 hereof, howeverand not in violation of Section 5.12 hereof, that such encumbrance or restriction applies only in limit the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions right of the type referred debtor to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings dispose of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that assets securing such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.Indebtedness;
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Tesoro Petroleum Co 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 otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a)(ii)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s its profits, or (iib) pay any Indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other its Restricted Subsidiaries, (bii) make loans or advances to the Company or any of the Company’s its Restricted Subsidiaries or (ciii) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (ia) existing Existing Indebtedness and agreements listed on Schedule 5.03, in each case, as in effect on the date of this the Indenture, or as amended thereafter on terms, taken as a whole, no more restrictive and no more unfavorable to the Holders of the Notes than those contained in the Senior Credit Facility as in effect on the date of the Indenture, (iib) the Senior Credit Documents Facility as in effect as of the date of this the Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunderrefinancings thereof, provided, however, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings refinancings are not materially no more restrictive with respect and no more unfavorable to such provisions the holders of the Notes than those contained in the Senior Credit Documents Facility as in effect on the date hereofof the Indenture, (iiic) this Indenture the Indenture, the Subsidiary Guarantees and the Notes, (ivd) Applicable Lawapplicable law, (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viiie) any instrument governing Indebtedness, Indebtedness or Capital Stock or assets of a Person acquired by the Company or any of the Company’s its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or such Indebtedness was Incurred incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that, in the case of Indebtedness, such Indebtedness was permitted by no more restrictive and no more unfavorable to the terms holders of this Indenture to be Incurredthe Notes than those contained in the Senior Credit Facility as in effect on the date of the Indenture, (ixf) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (g) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, (h) Permitted Refinancing Indebtedness, provided that the encumbrances or restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive and no more unfavorable to the holders of the Notes than those contained in the Indebtedness being refinanced, (i) secured 42 Indebtedness otherwise permitted to be Incurred incurred pursuant to this Indenture the provisions of Section 4.12 hereof that limits the right of the debtor thereunder to dispose of the assets securing such Indebtedness, (xj) contracts for customary net worth provisions contained in leases and other agreements entered into in the sale ordinary course of assetsbusiness, including without limitation (k) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (xil) provisions with respect to the disposition or distribution of assets or property to be sold in any Asset Sale (or transaction which, but for its size, would be an Asset Sale) pending the completion of such transaction, or in joint venture agreements or other similar agreements, including any Permitted Joint Venture, (m) any other instrument governing Indebtedness incurred on or after the date of the Indenture or any refinancing thereof that is incurred in accordance with the Indenture, provided that the encumbrance or restriction contained in any such Indebtedness or any such refinancing thereof is no more restrictive and no more unfavorable to the Holders of the Notes than that contained in the Senior Credit Facility as in effect on the date of the Indenture, or, in the case of any refinancing, the Indebtedness being refinanced, (n) restrictions on cash or other deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course ordinary course of Business, business or (xiio) customary provisions in joint venture agreements, licenses and leases and other similar agreements entered into in restrictions imposed on any Foreign Subsidiary by the Ordinary Course terms of Business, (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Credit Facility under which such Foreign Subsidiary permitted to be Incurred subsequent to is the Closing Date pursuant to Section 5.04; provided, however, that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingborrower.
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 otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a)(i) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (A) on its Capital Stock or (B) with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s profits, its profits or (ii) pay any Indebtedness indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other its Restricted Subsidiaries, (b) make loans or advances to the Company or any of the Company’s its Restricted Subsidiaries or (c) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) existing Existing Indebtedness and agreements listed on Schedule 5.03, in each case, as in effect on the date of this Indenturehereof, (ii) the Senior Credit Documents as in effect as of the date of this Indenture, Facilities and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunderrefinancings thereof, providedand any other agreement governing or relating to Senior Debt, however, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings are not materially refinancings and other agreements are, taken as a whole, no more restrictive with respect to such provisions dividend and other payment restrictions than those contained in the Senior Credit Documents on the date hereofFacilities, (iii) this Indenture as in effect on the date hereof, the Notes and the NotesSubsidiary Guarantees, (iv) Applicable Lawapplicable law, (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viii) any instrument governing Indebtedness, Indebtedness or Capital Stock or assets of a Person acquired by the Company or any of the Company’s its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or such Indebtedness was Incurred 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 Indenture to be Incurredincurred, (ixvi) secured Indebtedness otherwise permitted to be Incurred pursuant to this Indenture that limits the right by reason of the debtor thereunder to dispose of the assets securing such Indebtedness, (x) contracts for the sale of assets, including without limitation customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (xi) restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course of Business, (xii) customary non-assignment provisions in joint venture agreements, licenses and leases and other similar agreements entered into in the Ordinary Course ordinary course of Businessbusiness and consistent with past practices, (xiiivii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that such encumbrance or restriction applies only purchase money obligations (including Capital Lease Obligations) for property acquired in the event ordinary course of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided business that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.impose
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 otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a)(i) pay dividends or make any other distributions to the Company Amkor or any of its Restricted Subsidiaries (A) on such Restricted Subsidiary’s Equity Interests or (B) with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s profits, profits or (ii) pay any Indebtedness indebtedness owed by such Restricted Subsidiary to the Company Amkor or any of the Company’s other its Restricted Subsidiaries, (b) make loans or advances to the Company Amkor or any of the Company’s its Restricted Subsidiaries Subsidiaries, or (c) transfer any of such Restricted Subsidiary’s its properties or assets to the Company Amkor or any of the Company’s its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason reasons of (iI) existing Existing Indebtedness and or other agreements listed on Schedule 5.03, in each case, as in effect on the date of this Indenture, (ii) the Credit Documents as in effect as of the date of this Indenture, hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacements, or Refinancings thereof permitted hereunderrefinancings thereof, provided, however, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacements, or Refinancings refinancings are not materially more restrictive restrictive, in the good faith judgment of the board of directors of Amkor or the board of directors of any applicable Restricted Subsidiary, taken as a whole, with respect to such provisions dividend and other payment restrictions than those contained in the Credit Documents such Existing Indebtedness and other agreements, as in effect on the date hereof, (iiiII) this Indenture and the NotesAgreement, (ivIII) Applicable Lawapplicable law, (vIV) (x) any agreement or instrument governing or relating to Permitted Bank Debt or Indebtedness of Foreign Subsidiaries, in each case that meets the criteria specified in clauses (i) and (xiii), respectively, of Section 10.2.4(b); provided, that in the case of clause (I) the board of directors or an Officer of Amkor shall have determined in good faith at the time that such encumbrance or restriction is created that the encumbrance or restriction (1A) that restricts in a customary manner would not reasonably be expected to impair the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness ability of the Company Borrowers to pay interest when due hereunder or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreementspay principal and accrued and unpaid interest when due hereunder, and (viB) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are is not materially more restrictive disadvantageous to the Lenders than those contained is customary in the agreements governing the Indebtedness being Refinancedcomparable financings, and (viiiy) any instrument governing Indebtedness, Capital Stock Indebtedness or assets Equity Interests of a Person acquired by the Company Amkor or any of the Company’s its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or such Indebtedness was Incurred 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 Indenture Agreement to be Incurredincurred, (ixV) secured customary non-assignment and similar provisions in leases, licenses, and other contracts entered into in the ordinary course of business and consistent with past practices, (VI) purchase money obligations or Capital Lease Obligations for property acquired or leased in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (c) preceding, (VII) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts dividends, distributions, loans, advances, or transfers by such Restricted Subsidiary pending its sale or other disposition, (VIII) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, in the good faith judgment of the board of directors of Amkor or the board of directors of any applicable Restricted Subsidiary, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (IX) agreements entered into with respect to Liens securing Indebtedness otherwise permitted to be Incurred incurred pursuant to this Indenture the provisions of Section 10.2.7 that limits limit the right of the debtor thereunder Amkor or any of its Restricted Subsidiaries to dispose of the assets securing subject to such IndebtednessLien, (xX) contracts for the sale of assets, including without limitation customary restrictions provisions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale disposition or disposition distribution of all assets or substantially all of the Capital Stock or assets of such Subsidiary, (xi) restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course of Business, (xii) customary provisions property in joint venture agreements, licenses and leases agreements and other similar agreements entered into in the Ordinary Course ordinary course of Businessbusiness, (xiiiXI) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business, (XII) any Receivables Program for any Subsidiary of Amkor which is not a Borrower, (XIII) any restriction imposed pursuant to contracts for the sale or transfer of assets with respect to the transfer of the assets to be sold pursuant to such contract, (XIV) any encumbrance or restriction contained in connection with an agreement evidencing Indebtedness acquisition of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; providedproperty, however, that so long as such encumbrance or restriction applies only relates solely to the property so acquired and was not created in connection with or in contemplation of such acquisition; provided that in the event case of and during Indebtedness incurred in connection with or in contemplation of such acquisition, such Indebtedness was permitted to be incurred by the continuance terms of this Agreement; (XV) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of capital stock of a default contained in such agreement Person other than on a pro rata or less restrictive basis; and (xivXVI) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) 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 Board board of Directors directors of Amkor or the Companyboard of directors of any applicable Restricted Subsidiary, no more restrictive with respect to such dividend and other payment restrictions taken as a whole, than those contained in the dividend encumbrances or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to:
(a)(i1) pay dividends or make any other distributions on its Equity Interests to the Company or any other Restricted Subsidiary, or with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s its profits, or (ii) pay any Indebtedness liabilities owed by such Restricted Subsidiary to the Company or any of the Company’s other Restricted Subsidiaries, Subsidiary;
(b2) make loans or advances advances, or guarantee any such loans or advances, to the Company or any of the Company’s other Restricted Subsidiaries or Subsidiary; or
(c3) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s other Restricted Subsidiaries, except for such Subsidiary.
(b) The restrictions set forth in paragraph (a) above shall not apply to encumbrances or restrictions existing under or by reason of of:
(i1) existing agreements governing Existing Indebtedness and agreements listed on Schedule 5.03, in each case, Credit Facilities as in effect on the date of this IndentureJanuary 17, (ii) the Credit Documents as in effect as of the date of this Indenture, 2006 and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunder, refinancings thereof; provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or Refinancings refinancings are not materially more restrictive restrictive, taken as a whole, with respect to such provisions dividend and other payment restrictions than those contained in the such Existing Indebtedness and Credit Documents Facilities, as in effect on the date hereofJanuary 17, (iii) this Indenture and the Notes, (iv) Applicable Law, (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness2006; 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 contained in the agreements governing such Permitted Refinancing Indebtedness that are not materially more restrictive than those contained in such Existing Indebtedness or Credit Facility (as determined in good faith by the agreements governing 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 being Refinancedor 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 (viiias determined in good faith by the Board of Directors of the Company);
(2) this Indenture and the Notes;
(3) applicable law 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, Indebtedness or Capital Stock or assets of a Person acquired by the Company or any of the Company’s Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except to the extent such instrument was created Indebtedness or 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, provided however, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be IncurredIncurred at the time of such acquisition;
(5) customary non-assignment provisions in leases or other agreements that restrict the assignment of such agreements or rights or non-cash assets thereunder, including, without limitation, customary restrictions imposed on the transfer of intellectual property, in each case entered into in the ordinary course of business;
(ix6) secured 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 (3) of paragraph (a) above;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided, however, that the dividend and other payment restrictions contained in the agreements governing such Permitted Refinancing Indebtedness otherwise are 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 that is permitted to be Incurred secured without also securing the Notes pursuant to this Indenture Section 4.11 hereof that limits limit the right of the debtor thereunder to dispose of the assets securing subject to any such Indebtedness, Lien;
(x10) contracts for the sale of assets, including without limitation customary restrictions provisions with respect to a Subsidiary pursuant to an agreement that has been the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements entered into for in the sale or disposition ordinary course of all or substantially all business;
(11) customary provisions in joint venture agreements, shareholders’ agreements and other similar agreements entered into in the ordinary course of the Capital Stock or assets of such Subsidiary, business;
(xi12) customary restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course ordinary course of Business, business;
(xii13) customary provisions Non-Recourse Accounts Receivable Entity Indebtedness or other contractual requirements of an Accounts Receivable Entity in joint venture agreements, licenses and leases and other similar agreements entered into in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Accounts Receivables Entity or the Ordinary Course of Business, receivables which are subject to the Qualified Receivables Transaction; and
(xiii14) any encumbrance Indebtedness or restriction contained in an any agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that which such Indebtedness was issued if (a) the encumbrance or restriction applies only in the upon a payment or financial covenant default or event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances Indebtedness or restrictions of the type referred to in clauses (a)agreement, (b) and such encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable financings (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to as determined in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of by the Board of Directors of the Company, no more restrictive with respect ) and (c) such encumbrance or restriction will not materially impair the Company’s ability to such dividend and other payment restrictions than those contained make payments on the Notes (as determined in good faith by the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingBoard of Directors of the Company).
Appears in 1 contract
Sources: Indenture (Quebecor Media Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to:
(a)(i1) pay dividends or make any other distributions on its Equity Interests to the Company or any other Restricted Subsidiary, or with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s its profits, or (ii) pay any Indebtedness liabilities owed by such Restricted Subsidiary to the Company or any of the Company’s other Restricted Subsidiaries, Subsidiary;
(b2) make loans or advances advances, or guarantee any such loans or advances, to the Company or any of the Company’s other Restricted Subsidiaries or Subsidiary; or
(c3) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s other Restricted Subsidiaries, except for such Subsidiary.
(b) The restrictions set forth in paragraph (a) above shall not apply to encumbrances or restrictions existing under or by reason of of:
(i1) existing agreements governing Existing Indebtedness and agreements listed on Schedule 5.03, in each case, Credit Facilities as in effect on the date of this IndentureJanuary 17, (ii) the Credit Documents as in effect as of the date of this Indenture, 2006 and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunder, refinancings thereof; provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or Refinancings refinancings are not materially more restrictive restrictive, taken as a whole, with respect to such provisions dividend and other payment restrictions than those contained in the such Existing Indebtedness and Credit Documents Facilities, as in effect on the date hereofJanuary 17, (iii) this Indenture and the Notes, (iv) Applicable Law, (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness2006; 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 contained in the agreements governing such Permitted Refinancing Indebtedness that are not materially more restrictive than those contained in such Existing Indebtedness or Credit Facility (as determined in good faith by the agreements governing 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 being Refinancedor 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 (viiias determined in good faith by the Board of Directors of the Company);
(2) this Indenture and the Notes;
(3) applicable law 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, Indebtedness or Capital Stock or assets of a Person acquired by the Company or any of the Company’s Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except to the extent such instrument was created Indebtedness or 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, provided however, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be IncurredIncurred at the time of such acquisition;
(5) customary non-assignment provisions in leases or other agreements that restrict the assignment of such agreements or rights or non-cash assets thereunder, including, without limitation, customary restrictions imposed on the transfer of intellectual property, in each case entered into in the ordinary course of business;
(ix6) secured 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 (3) of paragraph (a) above;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided, however, that the dividend and other payment restrictions contained in the agreements governing such Permitted Refinancing Indebtedness otherwise are 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 that is permitted to be Incurred secured without also securing the Notes pursuant to this Indenture Section 4.11 hereof that limits limit the right of the debtor thereunder to dispose of the assets securing subject to any such Indebtedness, Lien;
(x10) contracts for the sale of assets, including without limitation customary restrictions provisions with respect to a Subsidiary pursuant to an agreement that has been the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements entered into for in the sale or disposition ordinary course of all or substantially all business;
(11) customary provisions in joint venture agreements, shareholders' agreements and other similar agreements entered into in the ordinary course of the Capital Stock or assets of such Subsidiary, business;
(xi12) customary restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course ordinary course of Business, business;
(xii13) customary provisions Non-Recourse Accounts Receivable Entity Indebtedness or other contractual requirements of an Accounts Receivable Entity in joint venture agreements, licenses and leases and other similar agreements entered into in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Accounts Receivables Entity or the Ordinary Course of Business, receivables which are subject to the Qualified Receivables Transaction; and
(xiii14) any encumbrance Indebtedness or restriction contained in an any agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that which such Indebtedness was issued if (a) the encumbrance or restriction applies only in the upon a payment or financial covenant default or event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances Indebtedness or restrictions of the type referred to in clauses (a)agreement, (b) and such encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable financings (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to as determined in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of by the Board of Directors of the Company, no more restrictive with respect ) and (c) such encumbrance or restriction will not materially impair the Company's ability to such dividend and other payment restrictions than those contained make payments on the Notes (as determined in good faith by the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingBoard of Directors of the Company).
Appears in 1 contract
Sources: Indenture (Quebecor Media 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 otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a)(ii)(a) pay dividends or make any other distributions to the Company or any of its Subsidiaries (1) on its Capital Stock or (2) with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s its profits, or (iib) pay any Indebtedness indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other Restricted its Subsidiaries, (bii) make loans or advances to the Company or any of the Company’s Restricted its Subsidiaries or (ciii) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s Restricted its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (ia) existing Existing Indebtedness and agreements listed on Schedule 5.03, in each case, as in effect on the date of this Indenture, (iib) the Credit Documents Agreement as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunder, provided, however, refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings are not materially refinancings may be no more restrictive with respect to such provisions dividend and other payment restrictions than the most restrictive of those contained in the Credit Documents Agreement as in effect on the date hereofof this Indenture, (iiic) this Indenture and the NotesNotes or Indebtedness permitted to be incurred pursuant to the Indenture and ranking pari passu with the Notes or the Subsidiary Guarantees, (iv) Applicable Lawas applicable, (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially no more restrictive than those contained in of the agreements governing the Indebtedness being RefinancedIndenture, (viiid) applicable law, (e) any instrument governing Indebtedness, Acquired Indebtedness or Capital Stock or assets of a Person acquired by the Company or any of the Company’s Restricted its Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or such Acquired Indebtedness was Incurred 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 Indenture to be Incurred, (ix) secured Indebtedness otherwise permitted to be Incurred pursuant to this Indenture that limits the right of the debtor thereunder to dispose of the assets securing such Indebtedness, (x) contracts for the sale of assets, including without limitation customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (xi) restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course of Business, (xii) customary provisions in joint venture agreements, licenses and leases and other similar agreements entered into in the Ordinary Course of Business, (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.,
Appears in 1 contract
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 otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a)(ii) (x) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s its profits, or (iiy) pay any Indebtedness indebtedness owed by such Restricted Subsidiary it to the Company or any of the Company’s other its Restricted Subsidiaries, (bii) make loans or advances to the Company or any of the Company’s its Restricted Subsidiaries or (ciii) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) existing Indebtedness and agreements listed on Schedule 5.03, in each case, as in effect on the date of this Indenture, (iia) the Credit Documents Agreement and the indentures governing the Company’s 7 3/8% Senior Subordinated Notes and 6 3/8% Senior Subordinated Notes, each as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings refinancings thereof permitted hereunderor any other Credit Facility or indenture or other financing agreement or instrument, provided, however, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacements, refinancings or Refinancings other Credit Facilities or indentures or other financing agreements or instruments are not materially more restrictive taken as a whole with respect to such provisions dividend and other payment restrictions than those contained in the Credit Documents Agreement and such indentures as in effect on the date hereofof the Indenture, (iiib) this Indenture and the NotesSecurities, (ivc) Applicable Lawapplicable law, (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viiid) any instrument governing Indebtedness, Indebtedness or Capital Stock or assets of a Person acquired by the Company or any of the Company’s its Restricted Subsidiaries as in effect at the time of such acquisition (except except, in the case of Indebtedness, to the extent such instrument was created or such Indebtedness was Incurred 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 Indenture to be Incurredincurred, (ixe) secured Indebtedness otherwise permitted to be Incurred pursuant to this Indenture by reason of customary non-assignment provisions in leases and customary provisions in other agreements that limits the right of the debtor thereunder to dispose of the assets securing such Indebtedness, (x) contracts for the sale of assets, including without limitation customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets restrict assignment of such Subsidiaryagreements or rights thereunder, (xi) restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course ordinary course of Businessbusiness and consistent with past practices, (xiif) customary provisions in joint venture agreements, licenses and leases and other similar agreements entered into purchase money obligations for property acquired in the Ordinary Course ordinary course of Business, (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, business that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or impose restrictions of the type referred to nature described in clauses clause (a), (b) and (ciii) above imposed by any amendmentson the property so acquired or (g) Permitted Refinancing Debt, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, the restrictions contained in the good faith judgment of the Board of Directors of the Companyagreements governing such Permitted Refinancing Debt are not materially more restrictive, no more restrictive with respect to such dividend and other payment restrictions taken as a whole, than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingagreements governing the Indebtedness being refinanced.
Appears in 1 contract
Sources: Indenture (Range Energy I 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 otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to that is not a Guarantor to:
(a)(ii) 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 Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s its profits, or (ii) pay any Indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other its Restricted Subsidiaries, ;
(bii) make loans or advances to the Company or any of the Company’s its Restricted Subsidiaries or Subsidiaries; or
(ciii) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s its Restricted Subsidiaries. However, except for such the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of of:
(i) existing Indebtedness agreements governing Existing Indebtedness, Credit Facilities and agreements listed on Schedule 5.03Hedging Obligations, in each caseincluding the Credit Agreement, the Existing 2019 Senior Notes indenture and the Existing 2021 Subordinated Notes indenture, as in effect on the date of this Indenture, (ii) the Credit Documents as in effect as of the date of this IndentureIssue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunderrefinancings of those agreements, provided, however, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or Refinancings refinancings are not materially more restrictive restrictive, taken as a whole, with respect to such provisions dividend and other payment restrictions than those contained in the Credit Documents those agreements on the date hereofIssue Date;
(ii) this Indenture, the Notes and the Subsidiary Guarantees (including the Exchange Notes and the Guarantees thereof);
(iii) this Indenture and the Notesapplicable law, rule, regulation or order;
(iv) Applicable Lawany agreement, (v) any encumbrance instrument or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viii) any instrument governing Indebtedness, Capital Stock or assets of a Person acquired by the Company or any of the Company’s its Restricted Subsidiaries (including by merger or consolidation) as in effect at the time of such acquisition (except to the extent such agreement, instrument or Capital Stock was created or such Indebtedness was Incurred 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 Indenture to be Incurredincurred;
(v) customary non-assignment provisions in leases, licenses and conveyances entered into in the ordinary course of business;
(vi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (iii) of the preceding paragraph;
(vii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(viii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(ix) secured Liens securing Indebtedness otherwise permitted to be Incurred pursuant to this Indenture incurred under the provisions of Section 4.12 that limits limit the right of the debtor thereunder to dispose of the assets securing subject to such Indebtedness, Liens;
(x) contracts for the sale of assets, including without limitation customary restrictions 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 and agreements relating to Permitted Business Investments;
(xi) the issuance of preferred stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof, provided that issuance of such preferred stock is permitted pursuant to Section 4.09 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);
(xii) encumbrances or restrictions contained in any Indebtedness, Disqualified Stock or preferred stock incurred by a Foreign Restricted Subsidiary pursuant to an agreement that has the first paragraph of or clauses (i), (iv), (v) (but only to the extent a Foreign Restricted Subsidiary initially would have been entered into for permitted to incur the sale underlying Indebtedness), (xiv), (xv), (xvi) or disposition of all or substantially all (xviii) of the Capital Stock second paragraph of Section 4.09; provided that such encumbrance or assets of restriction shall only apply to such Foreign Restricted Subsidiary;
(xiii) supermajority voting requirements existing under corporate charters, bylaws, stockholders agreements and similar documents and agreements;
(xixiv) restrictions on cash or other deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course ordinary course of Business, business;
(xiixv) customary subordination provisions in joint venture agreements, licenses and leases and other similar agreements entered into in the Ordinary Course of Business, (xiii) any encumbrance or restriction contained in an agreement evidencing governing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and 4.09;
(xivxvi) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (iii) through (xiiixv) aboveabove or this clause (xvi); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, no not materially more restrictive with respect to such dividend encumbrances and other payment restrictions taken as a whole than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and
(xvii) restrictions or conditions of the types contained in clause (iii) of the preceding paragraph contained in any operating, construction, service, supply, purchase or other agreement to which the Company or any Restricted Subsidiary is a party entered into in the ordinary course of business; provided that such agreement limits the encumbrance solely to the property or assets of the Company or such Restricted Subsidiary that is the subject of such agreement, the payment rights arising thereunder and the proceeds thereof and does not extend to any other asset or property of such Restricted Subsidiary or the assets or property of the Company or any other Restricted Subsidiary. In each case set forth above, notwithstanding any stated limitation on the assets or property that may be subject to such encumbrance or restriction, an encumbrance or restriction on a specified asset or property or group or type of assets or property may also apply to all improvements, additions and accessions thereto, assets and property affixed or appurtenant thereto, and all products and proceeds thereof, including dividends, distributions, interest and increases in respect thereof.
Appears in 1 contract
Sources: Indenture (Cinemark Usa Inc /Tx)
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 otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company that is not a Senior Subordinated Note Guarantor to (a)(ii)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s its profits, or (iib) pay any Indebtedness indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other its Restricted Subsidiaries, (bii) make loans or advances to the Company or any of the Company’s its Restricted Subsidiaries or (ciii) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s its Restricted Subsidiaries. However, except for such the foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of (ia) existing Existing Indebtedness and agreements listed on Schedule 5.03, in each case, as in effect on the date of this Indenturethe Senior Subordinated Note Indenture and/or the closing of the Acquisition, (iib) the Senior Credit Documents Facilities as in effect as of the date of this Indenturethe Senior Subordinated Note Indenture and/or the closing of the Acquisition, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunderrefinancings thereof, provided, however, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or Refinancings refinancings are not materially no more restrictive restrictive, taken as a whole, with respect to such provisions dividend and other payment restrictions than those contained in the Senior Credit Documents Facilities as in effect on the date hereofof the Senior Subordinated Note Indenture and/or the closing of the Acquisition, (iiic) the Senior Note Indenture, this Indenture Senior Subordinated Note Indenture, the Senior Notes and the Senior Subordinated Notes, (ivd) Applicable Lawapplicable law or any applicable rule, regulation or order, (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viiie) any instrument governing Indebtedness, Indebtedness or Capital Stock or assets of a Person acquired by the Company or any of the Company’s its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or such Indebtedness was Incurred 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 Senior Subordinated Note Indenture to be Incurredincurred, (ixf) customary non-assignment provisions in leases and other agreements entered into in the ordinary course of business and consistent with past practices, (g) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, (h) any agreement for the sale of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale, (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, (j) secured Indebtedness otherwise permitted to be Incurred incurred pursuant to this Indenture the provisions of Section 4.12 hereof that limits the right of the debtor thereunder to dispose of the assets securing such Indebtedness, (xk) contracts for the sale of assets, including without limitation customary restrictions provisions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale disposition or disposition distribution of all assets or substantially all of the Capital Stock or assets of such Subsidiary, (xi) restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course of Business, (xii) customary provisions property in joint venture agreements, licenses and leases agreements and other similar agreements entered into in the Ordinary Course ordinary course of Businessbusiness, (xiiil) any encumbrance restrictions on cash or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that such encumbrance other deposits or restriction applies only net worth imposed by customers or lessors under contracts or leases entered into in the event ordinary course of and during the continuance of a default contained in such agreement business and (xivm) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (ia) through (xiiil) above; , provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company's Board of Directors of the CompanyDirectors, no not materially more restrictive in the aggregate with respect to such dividend and other payment restrictions than those (considered as a whole) contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Senior Subordinated Note Indenture (P&l Coal 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 otherwise cause or suffer permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to:
(a)(ia) pay dividends or make any other distributions on its Capital Stock to the Company or any of the Company's Restricted Subsidiaries, or with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s its profits, or (ii) pay any Indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other 's Restricted Subsidiaries, ;
(b) make loans or advances to the Company or any of the Company’s 's Restricted Subsidiaries or Subsidiaries; or
(c) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s 's Restricted Subsidiaries. However, except for such the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of of:
(ia) existing Existing Indebtedness and agreements listed on Schedule 5.03, in each case, as in effect on the date of this Indenture, (ii) the Credit Documents as in effect as of the date of this Indenture, Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunderrefinancings thereof, provided, however, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or Refinancings refinancings are not materially no more restrictive with respect to such provisions dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect on the Issue Date;
(b) the Credit Documents on Facilities, this Indenture, the date hereofDollar Indenture, (iii) this Indenture the Notes and the Exchange Notes, (iv) Applicable Lawthe Dollar Notes and the Dollar Exchange Notes, (v) any encumbrance or restriction (1) Qualified Subsidiary Indebtedness and Indebtedness ranking pari passu with the Notes; provided that restricts in a customary manner with respect to Indebtedness ranking pari passu with the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent Notes such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness provisions are not materially no more restrictive than those contained set forth in the agreements governing the Indebtedness being Refinanced, Notes;
(viiic) applicable law;
(d) any instrument governing Indebtedness, Indebtedness or Capital Stock or assets of a Person acquired by the Company or any of the Company’s its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or such Indebtedness was Incurred 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 Indenture to be Incurredincurred;
(e) customary non-assignment provisions restricting subletting or assignment in leases or other agreements entered into in the ordinary course of business and consistent with past practices;
(f) 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;
(g) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by such Restricted Subsidiary pending its sale or other disposition, provided that the consummation of such transaction would not result in a Default or an Event of Default, that such restriction terminates if such transaction is not consummated and that the consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into;
(ixh) secured Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced;
(i) Liens securing Indebtedness otherwise permitted to be Incurred incurred pursuant to this Indenture the provisions of Section 4.12 that limits limit the right of the debtor thereunder Company or any of its Restricted Subsidiaries to dispose of the assets securing subject to such Indebtedness, Lien;
(xj) contracts for customary limitations on the sale disposition or distribution of assets, including without limitation customary restrictions with respect to a Subsidiary pursuant to an agreement that has been assets or property in joint venture agreements and other similar agreements entered into for in the sale or disposition ordinary course of all or substantially all of the Capital Stock or assets of such Subsidiary, business; and
(xik) restrictions on cash or other deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course ordinary course of Business, business.
(xiil) customary provisions encumbrances and restrictions in joint venture agreements, licenses and leases and other similar agreements entered into Indebtedness incurred by Foreign Subsidiaries in the Ordinary Course of Business, accordance with Section 4.09; and
(xiiim) any encumbrance Indebtedness or restriction contained in an any agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that which such Indebtedness was issued if (A) the encumbrance or restriction applies only in the upon a payment or financial covenant default or event of and during the continuance of a default contained in such Indebtedness or agreement and (xivB) any encumbrances the encumbrance or restrictions restriction is not materially more disadvantageous to the Holders of the type referred to Notes than is customary in clauses comparable financings (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to as determined in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of by the Board of Directors of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing).
Appears in 1 contract
Sources: Indenture (360networks Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to:
(a)(ia) 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 Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s its profits, or (ii) pay any Indebtedness indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other its Restricted Subsidiaries, ;
(b) make loans or advances to the Company or any of the Company’s its Restricted Subsidiaries or Subsidiaries; or
(c) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s its Restricted Subsidiaries. However, except for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of of:
(i) existing Indebtedness agreements governing Existing Indebtedness, the First Priority Senior Secured Notes, the Notes, the Discount Notes, the Holdings Notes and Credit Facilities, other agreements listed on Schedule 5.03, in each case, as in effect on the date of this Indenture, (ii) the Credit Documents as in effect as of the date of this Indenture, Indenture and any future agreements governing Parent Entity Allowable Indebtedness or Permitted New Second Priority Debt and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunder, provided, however, refinancings of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or Refinancings refinancings are not more restrictive, taken as a whole, with respect to such encumbrances or restrictions, than those contained in those agreements on the date of this Indenture or, if entered into subsequent to the date of this Indenture, on the date that such agreement was entered into originally;
(ii) agreements governing First Priority Lien Debt permitted to be incurred under this Indenture to the extent not permitted under another clause of this paragraph; provided, that provisions relating to such encumbrances or restrictions are not materially more restrictive with respect to such provisions restrictive, taken as a whole, than those contained in the Credit Documents Agreement on the date hereof, of this Indenture;
(iii) this Indenture and the Notes, [Reserved];
(iv) Applicable Lawapplicable law, rule, regulation or order;
(v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viii) any instrument governing Indebtedness, Capital Stock or assets of a Person acquired by the Company or any of the Company’s its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument Indebtedness or Capital Stock was created or such Indebtedness was Incurred 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 Indenture to be Incurredincurred;
(vi) customary non-assignment provisions in leases and other agreements entered into in the ordinary course of business;
(vii) purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (c) of the preceding paragraph;
(viii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(ix) secured Liens securing Indebtedness or other obligations otherwise permitted to be Incurred pursuant to this Indenture incurred under the provisions of Section 4.12 that limits limit the right of the debtor thereunder to dispose of the assets securing subject to such Indebtedness, Liens;
(x) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;
(xi) restrictions on cash or other deposits or net worth imposed by customers under contracts for or net worth provisions contained in leases and other agreements entered into in the sale ordinary course of assets, including without limitation business;
(xii) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such SubsidiaryRestricted Subsidiary pending the closing of such sale or disposition; provided, (xi) that such restrictions on deposits apply solely to the Capital Stock or minimum net worth requirements imposed by customers under contracts entered into in assets of the Ordinary Course of Business, (xii) customary provisions in joint venture agreements, licenses and leases and other similar agreements entered into in the Ordinary Course of Business, Restricted Subsidiary that is being sold; and
(xiii) any encumbrance agreement for the sale or restriction contained in an agreement evidencing Indebtedness other disposition of assets, including the sale or other disposition of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, howeverSubsidiary, that restricts the disposition of such encumbrance assets or restriction applies only in distributions by that Restricted Subsidiary pending the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend sale or other payment restrictions prior to disposition of such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingassets.
Appears in 1 contract
Sources: Indenture (Lbi Media Holdings Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to:
(a)(i1) 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 Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s its profits, or (ii) pay any Indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other 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 the Company’s its Restricted Subsidiaries or Subsidiaries; or
(c3) transfer any of such Restricted Subsidiary’s properties or its assets to the Company or any of the Company’s its Restricted Subsidiaries. However, except for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of of:
(i1) existing Indebtedness agreements governing Existing Indebtedness, Credit Facilities and agreements listed on Schedule 5.03, in each case, as in effect on the date of this Indenture, (ii) the Credit Documents as in effect as of the date of this Indenture, Hedging Obligations and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunder, provided, however, refinancings of those agreements; provided that such agreements, Credit Facilities, Hedging Obligations and the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings refinancings thereof are not materially no more restrictive restrictive, taken as a whole, with respect to such provisions dividend and other payment restrictions than those contained in the Credit Documents those agreements on the date hereof, (iii) this Indenture and the Notes, (iv) Applicable Law, (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or Issue Date;
(2) contained in security agreements securing Indebtedness applicable law or any applicable rule, regulation or order of the Company any court or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, governmental authority;
(vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viii3) any instrument governing IndebtednessIndebtedness or Capital Stock, Capital Stock or assets any other agreement relating to any assets, of a Person acquired by the Company or any of the Company’s its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument restriction was created or 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 Indenture to be Incurredincurred;
(a) customary non-assignment provisions in any contract, license or lease and (ixb) secured Indebtedness otherwise permitted to be Incurred pursuant to this Indenture cash, other deposits, or net worth or similar requirements; in each case, imposed by suppliers or landlords under contracts, in the case of each of subclauses (a) and (b), entered into in the ordinary course of business and consistent with past practices;
(5) purchase money obligations for property acquired in the ordinary course of business that limits the right impose restrictions on that property of the debtor thereunder to dispose nature described in clause (3) of the assets securing such Indebtedness, preceding paragraph;
(x6) contracts for the sale of assets, including without limitation customary restrictions any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, Restricted Subsidiary pending the closing of such sale or other disposition;
(xi7) Permitted Refinancing Indebtedness; provided that the encumbrances or restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into contained in the Ordinary Course 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;
(8) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Business, Section 4.09 (xii“Liens”) customary that limit the right of the debtor to dispose of the assets subject to such Liens; and
(9) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, licenses asset sale agreements, agreements relating to sale and leases leaseback transactions, stock sale agreements and other similar agreements entered into in the Ordinary Course ordinary course of Business, (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingbusiness.
Appears in 1 contract
Sources: Indenture (Pioneer Drilling 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 otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a)(ii)(a) pay dividends or make any other distributions to the Company or any of its Subsidiaries (1) on its Capital Stock or (2) with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s its profits, or (iib) pay any Indebtedness indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other Restricted its Subsidiaries, (bii) make loans or advances to the Company or any of the Company’s Restricted its Subsidiaries or (ciii) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s Restricted its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (ia) existing Existing Indebtedness and agreements listed on Schedule 5.03, in each case, as in effect on the date of this IndentureIssue Date, (iib) the New Credit Documents Agreement as in effect as of the date of this Indenture, Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunderrefinancings thereof, provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings are not materially more restrictive with respect to such provisions than those contained in the Credit Documents on the date hereof, (iii) this Indenture and the Notes, (iv) Applicable Law, (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viii) any instrument governing Indebtedness, Capital Stock or assets of a Person acquired by the Company or any of the Company’s Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or 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 Indenture to be Incurred, (ix) secured Indebtedness otherwise permitted to be Incurred pursuant to this Indenture that limits the right of the debtor thereunder to dispose of the assets securing such Indebtedness, (x) contracts for the sale of assets, including without limitation customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (xi) restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course of Business, (xii) customary provisions in joint venture agreements, licenses and leases and other similar agreements entered into in the Ordinary Course of Business, (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Companytaken as a whole, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend New Credit Agreement as in effect on the Issue Date, (c) this Indenture and the Notes, (d) applicable law, (e) any instrument governing Indebtedness of a Subsidiary of the Company that was permitted by the terms of this Indenture to be incurred, (f) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (g) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, (h) Permitted Refinancing Debt provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt are, taken as a whole, no more restrictive than those contained in the agreements governing the Indebtedness being refinanced, (i) an agreement that has been entered into for the sale or other payment disposition of all or substantially all of the Equity Interests or property or assets of a Subsidiary of the Company or (j) restrictions prior on the Receivables Subsidiary pursuant to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.the Receivables Facility. 40 44
Appears in 1 contract
Sources: Indenture (Printpack 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 otherwise cause or suffer permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to: (a)(ia) pay dividends or make any other distributions on its Capital Stock to the Company or any of the Company's Restricted Subsidiaries, or with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s its profits, or (ii) pay any Indebtedness indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other Company Restricted Subsidiaries, ; (b) make loans or advances to the Company or any of the Company’s 's Restricted Subsidiaries Subsidiaries; or (c) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s 's Restricted Subsidiaries. However, except for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of of: (i) existing any Credit Facilities and Existing Indebtedness and agreements listed on Schedule 5.03, in each case, as in effect on the date of this Indenture, (ii) the Credit Documents as in effect as of the date of this Indenture, Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunderrefinancings thereof, provided, however, PROVIDED that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings refinancings are not materially more restrictive restrictive, taken as a whole, as determined in the reasonable judgment of the Board of Directors of the Company, with respect to such provisions dividend and other payment restrictions than those contained in the such Credit Documents Facilities or such Existing Indebtedness, as in effect on the date hereofof this Indenture; (ii) this Indenture, the Guarantees and the Notes; (iii) this Indenture and the Notes, applicable law; (iv) Applicable Law, (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viii) any instrument governing Indebtedness, Indebtedness or Capital Stock or assets of a Person acquired by the Company or any of the Company’s its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or such Indebtedness was Incurred 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 Indenture to be Incurredincurred; (v) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (vi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired; (vii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by such Restricted Subsidiary pending its sale or other disposition; (viii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, as determined in the reasonable judgment of the Board of Directors of the Company, than those contained in the agreements governing the Indebtedness being refinanced; (ix) secured Liens securing Indebtedness otherwise permitted to be Incurred incurred pursuant to this Indenture the provisions of Section 4.12 hereof that limits limit the right of the debtor thereunder Company or any of its Restricted Subsidiaries to dispose of the assets securing subject to such Indebtedness, Lien; (x) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; (xi) restrictions on cash or other deposits or net worth imposed by customers under contracts for entered into in the sale ordinary course of assets, including without limitation customary business; and (xii) restrictions imposed with respect to a Subsidiary of the Company imposed pursuant to an a binding agreement that which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (xi) restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course of Business, (xii) customary provisions in joint venture agreements, licenses and leases and other similar agreements entered into in the Ordinary Course of Business, (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in disposition will comply with the good faith judgment provision of the Board of Directors of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingSection 4.10 hereof.
Appears in 1 contract
Sources: Indenture (Key Energy Services Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The (a) From and after the Acquisition Closing Date, the Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a)(ii)(A) pay dividends or make any other distributions to the Company with respect to on any Capital Stock of such Restricted Subsidiary to the Company or any other Restricted Subsidiary, or with respect to any other interest or participation in, or measured by, the profits of such Restricted Subsidiary’s profits, or (iiB) pay any Indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other Restricted SubsidiariesSubsidiary, (bii) make loans or advances to the Company or any of the Company’s other Restricted Subsidiaries Subsidiary, or (ciii) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any other Restricted Subsidiary.
(b) The provisions of the Company’s Restricted Subsidiaries, except for such Section 4.08(a) above shall not apply to encumbrances or restrictions existing under or by reason of of:
(i) existing Indebtedness and agreements listed on Schedule 5.03governing Existing Indebtedness, in each caseor any Credit Facilities, as in effect on the date of this Indenture, (ii) the Credit Documents as in effect as of the date of this Indenture, Acquisition Closing Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunderrefinancings of those agreements, provided, however, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or Refinancings refinancings of any of the foregoing are not materially no more restrictive restrictive, taken as a whole, with respect to such provisions dividend and other payment restrictions than those contained in the Credit Documents those agreements on the date hereof;
(ii) this Indenture, (iii) the Notes and the Subsidiary Guarantees, or any other indenture governing debt securities that are no more restrictive, taken as a whole, with respect to dividend and other payment restrictions than those contained in this Indenture and the Notes;
(iii) applicable law or any applicable rule, regulation or order;
(iv) Applicable Law, (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viii) any instrument governing Indebtedness, Indebtedness or Capital Stock or assets of a Person person acquired by the Company or any of the Company’s its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument Indebtedness or Capital Stock was created or such Indebtedness was Incurred 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 Indenture to be Incurred, incurred;
(ixv) secured Indebtedness otherwise permitted to be Incurred pursuant to this Indenture customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices;
(vi) purchase money obligations for property acquired in the ordinary course of business that limits the right impose restrictions on that property of the debtor thereunder to dispose nature described in clause (a)(iii) of the assets securing such Indebtedness, this Section 4.08;
(xvii) contracts for the sale of assets, including without limitation customary restrictions with respect to a Subsidiary pursuant to an any agreement that has been entered into (A) for the sale or other disposition of all of the Equity Interests in or all or substantially all of the Capital Stock or assets of such Subsidiary, one of the Company's Restricted Subsidiaries that restricts distributions or asset transfers by that Restricted Subsidiary pending that sale or other disposition or (xiB) for the sale of a particular asset or line of business of a Restricted Subsidiary that imposes restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into the property subject to an agreement of the nature described in clause (a)(iii) of this Section 4.08; or
(viii) Permitted Refinancing Indebtedness, provided that any restrictions contained in the Ordinary Course agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced and that such Permitted Refinancing Indebtedness was permitted to be incurred under Section 4.09 hereof;
(ix) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Business, Section 4.11 that limit the right of the debtor to dispose of the assets subject to such Liens; and
(xiix) customary provisions with respect to the disposition of specific assets or property in joint venture agreements, licenses and leases and other similar asset sale agreements entered into in the Ordinary Course ordinary course of Business, (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingbusiness.
Appears in 1 contract
Sources: Indenture (Grant Prideco 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 otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any 52 60 Restricted Subsidiary of the Company to (a)(ii)(A) pay dividends or make any other distributions to the Company with respect to permitted by applicable law on any Capital Stock of such Restricted Subsidiary to the Company or any other Restricted Subsidiary, or with respect to any other interest or participation in, or measured by, the profits of such Restricted Subsidiary’s profits, or (iiB) pay any Indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other Restricted SubsidiariesSubsidiary, (bii) make loans or advances to the Company or any of the Company’s other Restricted Subsidiaries Subsidiary or (ciii) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any other Restricted Subsidiary.
(b) The provisions of the Company’s Restricted Subsidiaries, except for such Section 4.08(a) above shall not apply to encumbrances or restrictions existing under or by reason of of:
(i) existing Indebtedness and agreements listed on Schedule 5.03governing Existing Indebtedness, in each caseor any Credit Facilities, as in effect on the date of this Indenture, (ii) the Credit Documents as in effect as of the date of this Indenture, Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunderrefinancings of those agreements, provided, however, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or Refinancings refinancings of any of the foregoing are not materially no more restrictive restrictive, taken as a whole, with respect to such provisions dividend and other payment restrictions than those contained in the Credit Documents those agreements on the date hereof;
(ii) this Indenture, (iii) the Notes and the Subsidiary Guarantees, or any other indenture governing debt securities that are no more restrictive, taken as a whole, with respect to dividend and other payment restrictions than those contained in this Indenture and the Notes;
(iii) applicable law or any applicable rule, regulation or order; (iv) Applicable Law, (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viii) any iv)any instrument governing Indebtedness, Indebtedness or Capital Stock or assets of a Person person acquired by the Company or any of the Company’s its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument Indebtedness or Capital Stock was created or such Indebtedness was Incurred 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 Indenture to be Incurred, (ix) secured Indebtedness otherwise permitted to be Incurred pursuant to this Indenture that limits the right of the debtor thereunder to dispose of the assets securing such Indebtedness, (x) contracts for the sale of assets, including without limitation customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (xi) restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course of Business, (xii) customary provisions in joint venture agreements, licenses and leases and other similar agreements entered into in the Ordinary Course of Business, (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.incurred;
Appears in 1 contract
Sources: Indenture (Grant Prideco 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 otherwise cause or suffer permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to:
(a)(ii) pay dividends or make any other distributions to the Company with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s profits, or (ii) pay any Indebtedness owed by such Restricted Subsidiary on its Equity Interests to the Company or any of the Company’s other its Restricted Subsidiaries, or pay any Indebtedness or other Obligations owed to the Company or any of its Restricted Subsidiaries; provided that the priority that any series of preferred stock of a Restricted Subsidiary has in receiving dividends or liquidating distributions before dividends or liquidating distributions are paid in respect of common stock of such Restricted Subsidiary shall not constitute a restriction on the ability to make dividends or distributions on Equity Interests for purposes of this Section 4.11;
(bii) make loans or advances to or make other Investments in the Company or any of the Company’s its Restricted Subsidiaries Subsidiaries; or
(iii) sell, lease or (c) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s its Restricted Subsidiaries, except for such .
(b) The restrictions contained in Section 4.11(a) shall not apply to encumbrances or restrictions existing under or by reason of of:
(i) existing Indebtedness and agreements listed on Schedule 5.03, in each case, as in effect on the date of this Indenture, Issue Date (ii) including the Credit Documents as in effect as of the date of this Indenture, Agreement) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunder, provided, however, refinancings of any such agreements; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings refinancings are not materially no more restrictive restrictive, taken as a whole, with respect to such provisions distribution, dividend and other payment restrictions and loan or investment restrictions than those contained in the Credit Documents such agreement, as in effect on the date hereofIssue Date;
(ii) this Indenture, the Notes and the Guarantees;
(iii) this Indenture and the Notesapplicable law, rule, regulation, order, licenses, permits or similar governmental, judicial or regulatory restriction;
(iv) Applicable Law, (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viii) any instrument governing Indebtedness, Capital Stock Indebtedness or assets Equity Interests of a Person acquired by the Company or any of the Company’s its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or such Indebtedness was Incurred incurred 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 such Person, or the property or assets of the such Person, so acquired, ; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(v) customary non-assignment provisions in Hydrocarbon or timber purchase and sale or exchange agreements or similar operational agreements or in licenses and leases entered into in the ordinary course of business and consistent with past practices;
(vi) Capital Lease Obligations, mortgage financings or purchase money obligations, in each case for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in Section 4.11(a)(iii);
(vii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(viii) Permitted Refinancing Indebtedness; 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;
(ix) secured Liens securing Indebtedness otherwise permitted to be incurred pursuant to the provisions of Section 4.10 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;
(x) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements customary for transactions of that type that solely affect the assets or property that are the subject of such agreements; provided that, in the case of joint venture agreements, such provisions solely affect assets or property of the joint venture;
(xi) any agreement or instrument relating to any property or assets acquired after the Issue Date, 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 acquisition;
(xii) restrictions on cash or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business;
(xiii) Hedging Obligations incurred from time to time; and
(xiv) other Indebtedness of the Company or any of its Restricted Subsidiaries permitted to be Incurred pursuant to this Indenture that limits the right of the debtor thereunder to dispose of the assets securing such Indebtedness, (x) contracts for the sale of assets, including without limitation customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (xi) restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course of Business, (xii) customary provisions in joint venture agreements, licenses and leases and other similar agreements entered into in the Ordinary Course of Business, (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Issue Date pursuant to Section 5.04; provided, however, that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, no more restrictive accordance with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.Section
Appears in 1 contract
Sources: First Supplemental Indenture (Penn Virginia Resource Partners L P)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to: (a)(ia) pay dividends or make any other distributions to the Company with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s profits, or (ii) pay any Indebtedness or other obligations owed by such Restricted Subsidiary to the Company or any of the Company’s other Restricted Subsidiaries, ; (b) make loans or advances to the Company or any of the Company’s other Restricted Subsidiaries Subsidiaries; or (c) transfer any of such Restricted Subsidiary’s properties property or assets to the Company or any of the Company’s other Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of of: (i) existing Indebtedness and agreements listed on Schedule 5.03, in each caseagreements, as in effect at or entered into on the date of this Indenture, Closing Date; (ii) the Credit Documents as in effect as of the date of this IndentureClosing Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunder, provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings are not materially more restrictive with respect to such provisions than those contained in the Credit Documents on the date hereof, Closing Date; (iii) this Indenture and the Notes, ; (iv) Applicable Law, ; (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract contract, or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, ; (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, ; (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, ; (viii) any instrument governing Indebtedness, Capital Stock or assets of a Person acquired by the Company or any of the Company’s Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or 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 as- sets 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 Indenture to be Incurred, ; (ix) secured Secured Indebtedness otherwise permitted to be Incurred pursuant to this Indenture that limits the right of the debtor thereunder to dispose of the assets securing such Indebtedness, ; (x) contracts for the sale of assets, including without limitation customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, ; (xi) restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course of Business, ; (xii) customary provisions in joint venture agreements, licenses and leases and other similar agreements entered into in the Ordinary Course of Business, ; (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, are no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Indenture (Cincinnati Bell Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The On or prior to the Remarketing Settlement Date, the Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a)(ii)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s its profits, or (iib) pay any Indebtedness indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other its Restricted Subsidiaries, (bii) make loans or advances to the Company or any of the Company’s its Restricted Subsidiaries or (ciii) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (ia) existing Existing Indebtedness and agreements listed on Schedule 5.03, in each case, as in effect on the date of this IndentureIssue Date, (iib) the Credit Documents Warehouse Facilities as in effect as of the date of this IndentureIssue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, additions, replacements or Refinancings thereof permitted hereunder, provided, however, refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, additions, replacements or Refinancings refinancings are not materially no more restrictive with respect to such provisions dividend and other payment restrictions than those contained in the Credit Documents Warehouse Facilities as in effect on the date hereofIssue Date, (iiic) Indebtedness or other contractual requirements of a Special Purpose Subsidiary in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Special Purpose Subsidiary, (d) this Indenture and the NotesDebentures, (ive) Applicable Lawapplicable law, (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viiif) any instrument governing Indebtedness, Indebtedness or Capital Stock or assets of a Person acquired by the Company or any of the Company’s its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or such Indebtedness was Incurred 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 Indenture to be Incurredincurred, (ixg) secured Indebtedness otherwise permitted to be Incurred pursuant to this Indenture that limits the right by reason of the debtor thereunder to dispose of the assets securing such Indebtedness, (x) contracts for the sale of assets, including without limitation customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (xi) restrictions on deposits or minimum net worth requirements imposed by customers under contracts non-assignment provisions in leases entered into in the Ordinary Course ordinary course of Businessbusiness and consistent with past practices, (xiih) customary provisions in joint venture agreements, licenses and leases and other similar agreements entered into purchase money obligations for property acquired in the Ordinary Course ordinary course of Business, (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, business that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or impose restrictions of the type referred to nature described in clauses clause (a), (b) and (ciii) above imposed by any amendmentson the property so acquired, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) abovePermitted Refinancing Indebtedness; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, the restrictions contained in the good faith judgment of the Board of Directors of the Company, agreements governing such Permitted Refinancing Indebtedness are no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingagreements governing the Indebtedness being refinanced.
Appears in 1 contract
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to: (a)(ia) pay dividends or make any other distributions to the Company with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s profits, or (ii) pay any Indebtedness or other obligations owed by such Restricted Subsidiary to the Company or any of the Company’s other Restricted Subsidiaries, ; (b) make loans or advances to the Company or any of the Company’s other Restricted Subsidiaries Subsidiaries; or (c) transfer any of such Restricted Subsidiary’s properties property or assets to the Company or any of the Company’s other Restricted Subsidiaries, except except, in each case, for such encumbrances or restrictions existing under or by reason of of: (i) existing Indebtedness and agreements listed on Schedule 5.03, in each caseagreements, as in effect at or entered into on the date of this Indenture, Closing Date; (ii) the Credit Documents Agreement as in effect as of the date of this IndentureClosing Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunder, ; provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings are not materially more restrictive with respect to such provisions than those contained in the Credit Documents Agreement on the date hereof, Closing Date; (iii) this Indenture and the Notes, ; (iv) Applicable Law, ; (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract contract, or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, ; (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, ; (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, ; (viii) any instrument governing Indebtedness, Capital Stock or assets of a Person acquired by the Company or any of the Company’s Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or 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 Indenture to be Incurred, ; (ix) secured Secured Indebtedness otherwise permitted to be Incurred pursuant to this Indenture that limits the right of the debtor thereunder to dispose of the assets securing such Indebtedness, ; (x) contracts for the sale of assets, including without limitation customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, ; (xi) restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course of Business, ; (xii) customary provisions in joint venture agreements, agreements and customary provisions in licenses and leases and other similar agreements entered into in the Ordinary Course of Business, ; (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, are no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; or (xv) any encumbrance or restriction in any agreement or instrument of a Receivables Subsidiary governing or in connection with a Qualified Receivables Transaction.
Appears in 1 contract
Sources: Indenture (Cincinnati Bell Inc)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall (a) Parent will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to:
(a)(i1) pay dividends or make any other distributions on its Capital Stock to the Company Parent or any of its Restricted Subsidiaries or with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s its profits, or (ii) pay any Indebtedness indebtedness owed by such Restricted Subsidiary to the Company Parent or any of the Company’s other its Restricted Subsidiaries, ;
(b2) make loans or advances to the Company Parent or any of the Company’s its Restricted Subsidiaries Subsidiaries; or
(3) sell, lease or (c) transfer any of such Restricted Subsidiary’s its properties or assets to the Company Parent or any of the Company’s its Restricted Subsidiaries, except for such .
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of of:
(i1) existing Indebtedness agreements (A) governing Existing Indebtedness, Credit Facilities, Priority Lien Obligations and agreements listed on Schedule 5.03any other Junior Lien Obligations, in each case, case as in effect on (or required by agreements in effect on) the date of this Indenture or (B) in effect on the date of this Indenture, ;
(ii2) the Credit Documents as in effect as of the date of this Indenture, the Note Guarantees, the Security Documents, the Escrow and any amendmentsSecurity Agreement and the Senior Secured Lien Escrow and Security Agreement;
(3) agreements governing other Indebtedness or shares of preferred stock permitted to be incurred or issued under the provisions of Section 4.09 hereof; provided that if such Restricted Subsidiary incurring or issuing such Indebtedness or shares of preferred stock is not a Guarantor, modificationsthe restrictions therein are either (in each case, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunder, provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings are as determined in good faith by a senior financial officer of Parent) (A) not materially more restrictive with respect to such provisions restrictive, taken as a whole, than those contained in this Indenture, the Credit Documents on the date hereof, (iii) this Indenture Notes and the Notes, (iv) Applicable Law, (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract Note Guarantees or (2B)(i) contained in security agreements securing Indebtedness customary for instruments of such type and (ii) will not materially adversely impact the ability of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above make required principal and interest payments on the property so acquiredNotes;
(4) applicable law, rule, regulation or order;
(vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viii5) any instrument governing Indebtedness, Indebtedness or Capital Stock or assets of a Person acquired by the Company Parent or any of the Company’s its Restricted Subsidiaries (including by way of merger, consolidation or amalgamation of Parent or any of its Restricted Subsidiaries) as in effect at the time of such acquisition (except to the extent such instrument Indebtedness or Capital Stock was created or such Indebtedness was Incurred 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 Indenture to be Incurredincurred;
(6) customary provisions in contracts, licenses, leases and asset sale agreements entered into in the ordinary course of business;
(ix7) secured Indebtedness otherwise purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property (or proceeds thereof) purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;
(8) any contract or agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions, asset sales or loans by that Restricted Subsidiary pending its sale or other disposition;
(9) Permitted Refinancing Indebtedness; provided that such amendment, modification, restatement, renewal, extension, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of a senior financial officer of Parent, taken together as a whole, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in (A) the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, extension, increase, supplement, refunding, replacement or refinancing or (B) this Indenture;
(10) Liens permitted to be Incurred pursuant to this Indenture incurred under the provisions of Section 4.12 hereof that limits limit the right of the debtor thereunder to dispose of the assets securing subject to such IndebtednessLiens;
(11) provisions limiting the disposition or distribution of assets or property or loans or advances in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (x) contracts for the sale of assets, including without limitation customary restrictions with respect to a Subsidiary pursuant to an agreement that has been agreements entered into for in connection with a Restricted Investment) entered into with the sale approval of Parent’s Board of Directors, which limitation is applicable only to the assets or disposition of all or substantially all of the Capital Stock or assets joint venture entity, as applicable, that are the subject of such Subsidiary, agreements or otherwise in the ordinary course of business;
(xi12) restrictions on cash or other deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course ordinary course of Business, business;
(xii13) customary provisions in joint venture agreements, licenses and leases and other similar agreements any instrument or agreement entered into in the Ordinary Course of Business, connection with any full or partial “spin-off” or similar transactions;
(xiii14) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a1), (b2) and (c3) above of Section 4.08(a) imposed by any amendments, modifications, restatements, renewals, extensions, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i1) through (xiii13) aboveof this Section 4.08(b); provided that such amendmentsamendment, modificationsmodification, restatementsrestatement, renewalsrenewal, increasesextension, supplementsincrease, refundingssupplement, replacements refunding, replacement or refinancings arerefinancing is, in the good faith judgment of the Board a senior financial officer of Directors of the CompanyParent, no taken together as a whole, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in (A) the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, extension, increase, supplement, refunding, replacement or refinancingrefinancing or (B) this Indenture; and
(15) any encumbrance or restriction existing under or by reason of Indebtedness or other contractual requirements of a Receivables Subsidiary or any Standard Securitization Undertaking, in each case, in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Subsidiary.
Appears in 1 contract
Sources: Indenture (United Air Lines 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 otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any of its Restricted Subsidiary of the Company to Subsidiaries to:
(a)(ii) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries with respect to any its Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s its profits, or ;
(ii) pay any Indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other its Restricted Subsidiaries, ;
(biii) make any loans or advances to the Company or any of the Company’s its Restricted Subsidiaries Subsidiaries; or
(iv) sell, lease or (c) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s its Restricted Subsidiaries.
(b) However, except for such the foregoing restrictions shall not apply to encumbrances or restrictions existing under or by reason of of:
(i) existing any agreements in effect or entered into on the Issue Date, including agreements governing Existing Indebtedness and agreements listed on Schedule 5.03, in each case, as in effect on the date of this Indenture, (ii) the Credit Documents as in effect as of the date of this IndentureIssue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunder, provided, however, refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings refinancings are not (as determined in good faith by the Company) materially more restrictive restrictive, taken as a whole, with respect to such provisions dividend and other payment restrictions than those contained in the agreements governing such Indebtedness as in effect on the Issue Date;
(ii) the Credit Agreement as in effect as of the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof and any additional Credit Facilities permitted under this Indenture; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, refinancings or additional facilities are not (as determined in good faith by the Company) materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Credit Documents Agreement as in effect on the date hereof, Issue Date;
(iii) this the Indenture and the Notes, Documents;
(iv) Applicable Lawapplicable law and any applicable rule, regulation or order;
(v) any encumbrance customary non-assignment provisions in leases, licenses or restriction (1) that restricts other agreements entered into in a customary manner the subletting, assignment or transfer ordinary course of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, business;
(vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (viv) of subsection (a) above on the property so acquired, ;
(vii) Permitted Refinancing Indebtedness; provided, however, any agreement for the sale or other disposition of all or substantially all of the Capital Stock or other assets of a Restricted Subsidiary of the Company that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, restricts distributions by that Restricted Subsidiary pending its sale or other disposition thereof;
(viii) any agreement or other instrument governing Indebtedness, Capital Stock or assets of a Person acquired by the Company or any Restricted Subsidiary of the Company’s Restricted Subsidiaries as Company in effect existence at the time of such acquisition (except to the extent such instrument was but not created or such Indebtedness was Incurred in connection with or in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired, provided thatand any amendment, modification, renewal, replacement or refinancing thereof; provided, that such amendments, modifications, renewals, replacements or refinancings are not (as determined in the case of Indebtedness, such Indebtedness was permitted good faith by the terms of this Indenture Company) materially less favorable, taken as a whole, to be Incurredthe Holders than such encumbrances or restrictions prior to such amendment, modification, renewal, replacement or refinancing;
(ix) secured Indebtedness otherwise permitted to be Incurred pursuant to this Indenture Permitted Liens that limits limit the right of the debtor thereunder Company or any of its Subsidiaries to dispose of the asset or assets securing subject to such Indebtedness, Lien;
(x) contracts for customary provisions limiting the disposition or distribution of assets or property in partnership, joint venture, asset sale of assetsagreements, including without limitation customary restrictions with respect to a Subsidiary pursuant to an agreement that has been stock sale agreements and other similar agreements entered into for in the sale or disposition ordinary course of all or substantially all of business, which limitation is applicable only to the Capital Stock or assets that are the subject of such Subsidiary, agreements; and
(xi) restrictions on cash or other deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course ordinary course of Business, (xii) customary provisions in joint venture agreements, licenses and leases and other similar agreements entered into in the Ordinary Course of Business, (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingbusiness.
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 otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a)(ii)(a) pay dividends or make any other distributions to the Company or any of its Subsidiaries (1) on its Capital Stock or (2) with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s its profits, or (iib) pay any Indebtedness indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other Restricted its Subsidiaries, (bii) make loans or advances to the Company or any of the Company’s Restricted its Subsidiaries or (ciii) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s Restricted its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (ia) existing Existing Indebtedness and agreements listed on Schedule 5.03, in each case, as in effect on the date of this IndentureIssue Date, (iib) the New Credit Documents Agreement as in effect as of the date of this Indenture, Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunderrefinancings thereof, provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings are not materially more restrictive with respect to such provisions than those contained in the Credit Documents on the date hereof, (iii) this Indenture and the Notes, (iv) Applicable Law, (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viii) any instrument governing Indebtedness, Capital Stock or assets of a Person acquired by the Company or any of the Company’s Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or 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 Indenture to be Incurred, (ix) secured Indebtedness otherwise permitted to be Incurred pursuant to this Indenture that limits the right of the debtor thereunder to dispose of the assets securing such Indebtedness, (x) contracts for the sale of assets, including without limitation customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (xi) restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course of Business, (xii) customary provisions in joint venture agreements, licenses and leases and other similar agreements entered into in the Ordinary Course of Business, (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Companytaken as a whole, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend New Credit Agreement as in effect on the Issue Date, (c) this Indenture and the Notes, (d) applicable law, (e) any instrument governing Indebtedness of a Subsidiary of the Company that was permitted by the terms of this Indenture to be incurred, (f) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (g) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, (h) Permitted Refinancing Debt provided that the restrictions contained in the agreements governing such Permitted Refinancing Debt are, taken as a whole, no more restrictive than those contained in the agreements governing the Indebtedness being refinanced, (i) an agreement that has been entered into for the sale or other payment disposition of all or substantially all of the Equity Interests or property or assets of a Subsidiary of the Company or (j) restrictions prior on the Receivables Subsidiary pursuant to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingthe Receivables Facility.
Appears in 1 contract
Sources: Indenture (Printpack 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 otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiary of the Company to (a)(i) Subsidiaries to:
18.5.7.1 pay dividends or make any other distributions to the Company with respect to any on its Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s profits, or (ii) pay any Indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other its Restricted Subsidiaries, (b) or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;
18.5.7.2 make loans or advances to the Company or any of the Company’s its Restricted Subsidiaries or (c) Subsidiaries; or
18.5.7.3 transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s its Restricted Subsidiaries. However, except for such the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of (i) existing of: agreements, including, without limitation, those governing Existing Indebtedness and agreements listed on Schedule 5.03, in each caseCredit Facilities, as in effect on the date of this Indenture, (ii) the Credit Documents as in effect as of the date of this Indenture, Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunder, provided, however, refinancings of those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings refinancings are not materially more restrictive restrictive, taken as a whole, with respect to such provisions dividend and other payment restrictions than those contained in the Credit Documents those agreements on the date hereofof this Indenture; this Indenture, (iii) this Indenture the Notes and the NotesNote Guarantees; applicable law, (iv) Applicable Lawrules, (v) any encumbrance regulations or restriction (1) that restricts in a customary manner the sublettingorder or governmental license, assignment permit or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtednessconcession; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viii) any instrument governing Indebtedness, Capital Stock Indebtedness or assets Equity Interests of a Person acquired by the Company or any of the Company’s its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created Indebtedness or such Indebtedness was Incurred 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 Indenture to be Incurredincurred; customary provisions restricting assignments, subletting or other similar transfers in contracts, licenses and other agreements (ixincluding, without limitation, leases and agreements relating to intellectual property) secured entered into in the ordinary course of business; purchase money obligations and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of the preceding paragraph; any agreement for the sale or other disposition of a Restricted Subsidiary or an asset that restricts distributions by that Restricted Subsidiary or transfers of such asset pending the sale or other disposition; Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness otherwise are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; Liens and agreements related thereto that were permitted to be Incurred pursuant to this Indenture incurred under the provisions of Section 4.12 that limits limit the right of the debtor thereunder to dispose of the assets securing or property subject to such Indebtedness, Liens; provisions limiting the disposition or distribution of assets or property (x) contracts for the sale of assets, including without limitation customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock 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 assets property that are the subject of such Subsidiary, (xi) agreements; restrictions on cash or other deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course ordinary course of Business, (xii) business; customary provisions restricting the disposition of real property interests set forth in joint venture agreements, licenses and leases and any easements or other similar agreements entered into in or arrangements of the Ordinary Course Company or any Restricted Subsidiary; provisions restricting the transfer of Business, (xiii) any encumbrance or restriction contained in Capital Stock of an agreement evidencing Unrestricted Subsidiary; Indebtedness of a Restricted Subsidiary permitted to be Incurred incurred subsequent to the Closing Date date of this Indenture pursuant to the provisions of Section 5.04; provided4.10 (i) in respect of the subordination provisions, howeverif 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 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 and during the continuance of a default contained under such Indebtedness; and Non-Recourse Debt or other encumbrances, restrictions or contractual requirements of a Securitization Subsidiary in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) aboveconnection with a Qualified Securitization Transaction; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, no more restrictive with respect restrictions apply only to such dividend and other payment restrictions than those contained in Securitization Subsidiary or the dividend or other payment restrictions prior Securitization Assets that are subject to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingthe Qualified 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 otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to that is not a Guarantor to:
(a)(ii) 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 Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s its profits, or (ii) pay any Indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other its Restricted Subsidiaries, ;
(bii) make loans or advances to the Company or any of the Company’s its Restricted Subsidiaries or Subsidiaries; or
(ciii) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s its Restricted Subsidiaries. However, except for such the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of of:
(i) existing Indebtedness agreements governing Existing Indebtedness, Credit Facilities and agreements listed on Schedule 5.03Hedging Obligations, in each caseincluding the Credit Agreement, the Existing Senior Notes indentures and the Existing 2021 Subordinated Notes indenture, as in effect on the date of this Indenture, (ii) the Credit Documents as in effect as of the date of this IndentureIssue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunderrefinancings of those agreements, provided, however, provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or Refinancings refinancings are not materially more restrictive restrictive, taken as a whole, with respect to such provisions dividend and other payment restrictions than those contained in the Credit Documents those agreements on the date hereofIssue Date;
(ii) this Indenture, the Notes and the Subsidiary Guarantees (including the Exchange Notes and the Guarantees thereof);
(iii) this Indenture and the Notesapplicable law, rule, regulation or order;
(iv) Applicable Lawany agreement, (v) any encumbrance instrument or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viii) any instrument governing Indebtedness, Capital Stock or assets of a Person acquired by the Company or any of the Company’s its Restricted Subsidiaries (including by merger or consolidation) as in effect at the time of such acquisition (except to the extent such agreement, instrument or Capital Stock was created or such Indebtedness was Incurred 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 Indenture to be Incurredincurred;
(v) customary non-assignment provisions in leases, licenses and conveyances entered into in the ordinary course of business;
(vi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (iii) of the preceding paragraph;
(vii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
(viii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(ix) secured Liens securing Indebtedness otherwise permitted to be Incurred pursuant to this Indenture incurred under the provisions of Section 4.12 that limits limit the right of the debtor thereunder to dispose of the assets securing subject to such Indebtedness, Liens;
(x) contracts for the sale of assets, including without limitation customary restrictions 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 and agreements relating to Permitted Business Investments;
(xi) the issuance of preferred stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof, provided that issuance of such preferred stock is permitted pursuant to Section 4.09 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);
(xii) encumbrances or restrictions contained in any Indebtedness, Disqualified Stock or preferred stock incurred by a Foreign Restricted Subsidiary pursuant to an agreement that has the first paragraph of or clauses (i), (iv), (v) (but only to the extent a Foreign Restricted Subsidiary initially would have been entered into for permitted to incur the sale underlying Indebtedness), (xiv), (xv), (xvi) or disposition of all or substantially all (xviii) of the Capital Stock second paragraph of Section 4.09; provided that such encumbrance or assets of restriction shall only apply to such Foreign Restricted Subsidiary;
(xiii) supermajority voting requirements existing under corporate charters, bylaws, stockholders agreements and similar documents and agreements;
(xixiv) restrictions on cash or other deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course ordinary course of Business, business;
(xiixv) customary subordination provisions in joint venture agreements, licenses and leases and other similar agreements entered into in the Ordinary Course of Business, (xiii) any encumbrance or restriction contained in an agreement evidencing governing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and 4.09;
(xivxvi) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (iii) through (xiiixv) aboveabove or this clause (xvi); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, no not materially more restrictive with respect to such dividend encumbrances and other payment restrictions taken as a whole than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and
(xvii) restrictions or conditions of the types contained in clause (iii) of the preceding paragraph contained in any operating, construction, service, supply, purchase or other agreement to which the Company or any Restricted Subsidiary is a party entered into in the ordinary course of business; provided that such agreement limits the encumbrance solely to the property or assets of the Company or such Restricted Subsidiary that is the subject of such agreement, the payment rights arising thereunder and the proceeds thereof and does not extend to any other asset or property of such Restricted Subsidiary or the assets or property of the Company or any other Restricted Subsidiary. In each case set forth above, notwithstanding any stated limitation on the assets or property that may be subject to such encumbrance or restriction, an encumbrance or restriction on a specified asset or property or group or type of assets or property may also apply to all improvements, additions and accessions thereto, assets and property affixed or appurtenant thereto, and all products and proceeds thereof, including dividends, distributions, interest and increases in respect thereof.
Appears in 1 contract
Sources: Indenture (Cinemark 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 otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a)(ii)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s its profits, or (iib) pay any Indebtedness indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other its Restricted Subsidiaries, (bii) make loans or advances to the Company or any of the Company’s its Restricted Subsidiaries or (ciii) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (ia) existing Existing Indebtedness and agreements listed on Schedule 5.03, in each case, Liens with respect thereto as in effect or entered into on the date of this Indenturehereof, (iib) the New Bank Credit Documents Facility as in effect as of the date Operative Date of this the First Supplemental Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunderrefinancings thereof, provided, however, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings refinancings are not materially no more restrictive with respect to such provisions dividend and other payment restrictions than those contained in the New Bank Credit Documents Facility as in effect on the date hereofOperative Date of the First Supplemental Indenture, (iiic) this Indenture Indenture, the Notes and the NotesSubsidiary Guarantees, (ivd) Applicable Lawapplicable law, (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viiie) any instrument governing Indebtedness, Indebtedness or Capital Stock or assets of a Person acquired by the Company or any of the Company’s its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or such Indebtedness was Incurred 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 Indenture to be Incurredincurred, (ixf) secured Indebtedness customary non-assignment provisions in (A) leases, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business, (B) any agreement to transfer, or option or right with respect to the transfer of, any property or assets of the Company or any of its Restricted Subsidiaries not otherwise permitted to be Incurred pursuant to prohibited by this Indenture or (C) by virtue of provisions of security agreements or mortgages securing Indebtedness of a Restricted Subsidiary that limits is not otherwise prohibited by this Indenture to the right extent that such provisions restrict the transfer of the debtor thereunder property or assets subject to dispose the Lien created thereby, (g) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the assets securing such Indebtednessnature described in clause (iii) above on the property so acquired, (xh) contracts for the sale of assets, including without limitation customary restrictions any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (xi) restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course of Business, (xii) customary provisions in joint venture agreements, licenses and leases and other similar agreements entered into in the Ordinary Course of Business, (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; Permitted Refinancing Indebtedness, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, the restrictions contained in the good faith judgment of the Board of Directors of the Company, agreements governing such Permitted Refinancing Indebtedness are no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingagreements governing the Indebtedness being refinanced.
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 otherwise cause or suffer permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to:
(a)(ii) pay dividends or make any other distributions to the Company with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s profits, or (ii) pay any Indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other Restricted Subsidiaries, (b) make loans or advances to the Company or any of the Company’s Restricted Subsidiaries or (c) transfer any of such Restricted Subsidiary’s properties or assets on its Equity Interests to the Company or any of the Company’s Restricted Subsidiaries, except or pay any indebtedness or other obligations owed to the Company or any of the other Restricted Subsidiaries (provided that the priority that any series of preferred stock of a Restricted Subsidiary has in receiving dividends or liquidating distributions before dividends or liquidating distributions are paid in respect of common stock of such Restricted Subsidiary shall not constitute a restriction on the ability to make dividends or distributions on Equity Interests for such purposes of this covenant);
(ii) make loans or advances to or make other investments in the Company or any of the other Restricted Subsidiaries; or
(iii) transfer any of its properties or assets to the Company or any of the other Restricted Subsidiaries.
(b) The restrictions contained in Section 4.11(a) shall not apply to encumbrances or restrictions existing under or by reason of of:
(i) existing Indebtedness and agreements listed on Schedule 5.03, in each case, as in effect on the date of this Indenture, Issue Date (ii) including the Credit Documents as in effect as of the date of this Indenture, Agreement) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunder, provided, however, refinancings of any such agreements; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings refinancings are not materially no more restrictive restrictive, taken as a whole, with respect to such provisions distribution, dividend and other payment restrictions and loan or investment restrictions than those contained in the Credit Documents such agreement, as in effect on the date hereofIssue Date;
(ii) this Indenture, the Notes and the Guarantees;
(iii) this Indenture and the Notesapplicable law, rule, regulation, order, licenses, permits or similar governmental, judicial or regulatory restriction;
(iv) Applicable Law, (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viii) any instrument governing Indebtedness, Capital Stock Indebtedness or assets Equity Interests of a Person acquired by the Company or any of the Company’s its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or such Indebtedness was Incurred incurred 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 such Person, or the property or assets of the such Person, so acquired, ; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(v) customary non-assignment provisions in Hydrocarbon purchase and sale or exchange agreements or similar operational agreements or in licenses and leases entered into in the ordinary course of business and consistent with past practices;
(vi) Capital Lease Obligations, mortgage financings or purchase money obligations, in each case for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (iii) of Section 4.11(a);
(vii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition, provided that such sale or disposition is consummated, or such restrictions are canceled or terminated or lapse, by the later of (a) 90 days following the execution of such agreement and (b) the date on which any required regulatory approval in respect of such sale has been obtained;
(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;
(ix) secured Liens securing Indebtedness otherwise permitted to be Incurred incurred pursuant to this Indenture the provisions of Section 4.10 that limits limit the right of the debtor thereunder Company or any of its Restricted Subsidiaries to dispose of the assets securing subject to such Indebtedness, Lien;
(x) contracts for the sale of assets, including without limitation customary restrictions provisions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale disposition or disposition distribution of all assets or substantially all of the Capital Stock or assets of such Subsidiary, (xi) restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course of Business, (xii) customary provisions property in joint venture agreements, licenses and leases asset sale agreements, stock sale agreements and other similar agreements entered into in the Ordinary Course ordinary course of Business, business that solely affect the assets or property that is the subject of such agreements and provided that in the case of joint venture agreements such provisions solely affect assets or property of the joint venture;
(xiiixi) any encumbrance agreement or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted instrument relating to be Incurred subsequent to any property or assets acquired after the Closing Issue Date pursuant to Section 5.04; provided, however, that so long as such encumbrance or restriction applies relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(xii) restrictions on cash or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the event ordinary course of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through business; and
(xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, no more restrictive with respect Hedging Obligations incurred from time to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingtime.
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 otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a)(ii)(A) pay dividends or make any other distributions to the Company or any of its Subsidiaries (1) on its Capital Stock or (2) with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s its profits, or (iiB) pay any Indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other Restricted its Subsidiaries, (bii) make loans or advances to the Company or any of the Company’s Restricted its Subsidiaries or (ciii) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s Restricted its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (ia) existing Existing Indebtedness and agreements listed on Schedule 5.03, in each case, as in effect on the date of this Indenture, (ii) the Credit Documents as in effect as of the date of this IndentureIssue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunderrefinancings thereof, provided, howeverPROVIDED, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or Refinancings refinancings are not materially no more restrictive with respect to such provisions dividend and other payment restrictions than those contained in the Credit Documents Existing Indebtedness as in effect on the date hereofIssue Date, (iiib) this Indenture and the Notes, (ivc) Applicable Lawapplicable law, regulation, rule, order, approval, license, permit or similar restriction, in each case issued by a governmental authority, (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viiid) any instrument governing Indebtedness, Acquired Indebtedness or Capital Stock or assets of a Person acquired by the Company or any of the Company’s Restricted its Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or 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(e) by reason of customary non-assignment or subletting provisions in leases and licenses entered into in the ordinary course of business and consistent with past practices, (f) Purchase Money Obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, (g) agreements relating to the financing of the 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 Indebtednessany encumbrance or restriction that constitutes a Lien, such Indebtedness was Lien constitutes a Purchase Money Lien, (h) any restriction or encumbrance in the nature of clause (iii) above contained in contracts for sale of assets permitted by the terms of this Indenture to be Incurred, (ix) secured Indebtedness otherwise permitted to be Incurred pursuant to this Indenture that limits the right of the debtor thereunder to dispose in respect of the assets securing being sold pursuant to such contract, (i) contractual encumbrances or restrictions in effect on the Issue Date, (j) customary provisions contained in leases, licenses or other agreements entered into in the ordinary course of business or in Permitted Indebtedness, in each case which do not limit the ability of any Restricted Subsidiary to take any of the actions described in clauses (xi) contracts for the sale through (iii) of assets, including without limitation customary restrictions this Section 5.14 with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale material amount of dividends, distributions, Indebtedness, loans, advances or disposition sales, leases or transfers of all properties or substantially all of the Capital Stock or assets of such Subsidiaryassets, as applicable, (xik) restrictions on Cash or other deposits or minimum net worth requirements or similar type restrictions imposed by customers under contracts entered into in the Ordinary Course ordinary course of Businessbusiness or (l) Refinancing Indebtedness, (xii) customary provisions in joint venture agreementsPROVIDED, licenses and leases and other similar agreements entered into that the restrictions contained in the Ordinary Course of Business, (xiii) any encumbrance or restriction contained in an agreement evidencing agreements governing such Refinancing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, are no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingagreements governing the Indebtedness being refinanced.
Appears in 1 contract
Sources: Indenture (Ibasis 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 otherwise cause or suffer permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to:
(a)(ii) pay dividends or make any other distributions to the Company with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s profits, or (ii) pay any Indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other Restricted Subsidiaries, (b) make loans or advances to the Company or any of the Company’s Restricted Subsidiaries or (c) transfer any of such Restricted Subsidiary’s properties or assets on its Equity Interests to the Company or any of the Company’s Restricted Subsidiaries, except or pay any indebtedness or other obligations owed to the Company or any of the other Restricted Subsidiaries (provided that the priority that any series of preferred stock of a Restricted Subsidiary has in receiving dividends or liquidating distributions before dividends or liquidating distributions are paid in respect of common stock of such Restricted Subsidiary shall not constitute a restriction on the ability to make dividends or distributions on Equity Interests for such purposes of this covenant);
(ii) make loans or advances to or make other investments in the Company or any of the other Restricted Subsidiaries; or
(iii) transfer any of its properties or assets to the Company or any of the other Restricted Subsidiaries.
(b) The restrictions contained in Section 4.11(a) shall not apply to encumbrances or restrictions existing under or by reason of of:
(i) existing Indebtedness and agreements listed on Schedule 5.03, in each case, as in effect on the date of this Indenture, Issue Date (ii) including the Credit Documents as in effect as of the date of this Indenture, Agreement) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunder, provided, however, refinancings of any such agreements; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings refinancings are not materially no more restrictive restrictive, taken as a whole, with respect to such provisions distribution, dividend and other payment restrictions and loan or investment restrictions than those contained in the Credit Documents such agreement, as in effect on the date hereofIssue Date ;
(ii) this Indenture, the Notes and the Guarantees;
(iii) this Indenture and the Notesapplicable law, rule, regulation, order, licenses, permits or similar governmental, judicial or regulatory restriction;
(iv) Applicable Law, (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viii) any instrument governing Indebtedness, Capital Stock Indebtedness or assets Equity Interests of a Person acquired by the Company or any of the Company’s its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or such Indebtedness was Incurred incurred 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 such Person, or the property or assets of the such Person, so acquired, ; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(v) customary non-assignment provisions in Hydrocarbon purchase and sale or exchange agreements or similar operational agreements or in licenses and leases entered into in the ordinary course of business and consistent with past practices;
(vi) Capital Lease Obligations, mortgage financings or purchase money obligations, in each case for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (iii) of Section 4.11(a);
(vii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition, provided that such sale or disposition is consummated, or such restrictions are canceled or terminated or lapse, by the later of (a) 90 days following the execution of such agreement and (b) the date on which any required regulatory approval in respect of such sale has been obtained;
(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;
(ix) secured Liens securing Indebtedness otherwise permitted to be Incurred incurred pursuant to this Indenture the provisions of Section 4.10 that limits limit the right of the debtor thereunder Company or any of its Restricted Subsidiaries to dispose of the assets securing subject to such Indebtedness, Lien;
(x) contracts for the sale of assets, including without limitation customary restrictions provisions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale disposition or disposition distribution of all assets or substantially all of the Capital Stock or assets of such Subsidiary, (xi) restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course of Business, (xii) customary provisions property in joint venture agreements, licenses and leases asset sale agreements, stock sale agreements and other similar agreements entered into in the Ordinary Course ordinary course of Business, business that solely affect the assets or property that is the subject of such agreements and provided that in the case of joint venture agreements such provisions solely affect assets or property of the joint venture;
(xiiixi) any encumbrance agreement or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted instrument relating to be Incurred subsequent to any property or assets acquired after the Closing Issue Date pursuant to Section 5.04; provided, however, that so long as such encumbrance or restriction applies relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions;
(xii) restrictions on cash or other deposits or net worth imposed by customers or lessor under contracts or leases entered into in the event ordinary course of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through business; and
(xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, no more restrictive with respect Hedging Obligations incurred from time to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingtime.
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 otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to:
(a)(ii) pay dividends or make any other distributions to the Company on its Capital Stock, or with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s its profits, or (ii) pay any Indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other its Restricted Subsidiaries, 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 the Company’s its Restricted Subsidiaries or Subsidiaries; or
(ciii) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s its Restricted Subsidiaries, except for such .
(b) The restrictions in Section 4.08(a) above shall not apply to encumbrances or restrictions existing under or by reason of of:
(i) existing agreements governing Existing Indebtedness and agreements listed on Schedule 5.03, in each case, as in effect on the date of this Indenture, (ii) the Credit Documents as in effect as of the date of this Indenture, Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunder, provided, however, refinancings of those agreements; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings refinancings are not materially no more restrictive in any material respect, taken as a whole, with respect to such provisions dividend and other payment restrictions than those contained in the Credit Documents those agreements on the date hereofof this Indenture, as determined by the Board of Directors of the Company in its good faith judgment;
(ii) agreements governing Credit Facilities;
(iii) this Indenture and the Notes, ;
(iv) Applicable Lawapplicable law or any applicable rule, regulation or order of any court or governmental authority;
(v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viii) any instrument governing Indebtedness, Indebtedness or Capital Stock or assets of a Person acquired by the Company or any of the Company’s its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument Indebtedness or Capital Stock was created or such Indebtedness was Incurred 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, ;
(vi) customary non-assignment provisions in leases or contracts entered into in the case ordinary course of Indebtedness, such Indebtedness was permitted business and consistent with past practices;
(vii) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in Section 4.08(a)(iii) above on the property purchased;
(viii) any agreement for the sale or other disposition of a Restricted Subsidiary or its assets that restricts distributions by the terms of this Indenture to be Incurred, that Restricted Subsidiary pending its sale or other disposition;
(ix) secured Permitted Refinancing Indebtedness, provided that the encumbrances or restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive in any material respect, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, as determined by the Board of Directors of the Company in its good faith judgment;
(x) Liens securing Indebtedness otherwise permitted to be Incurred pursuant to this Indenture incurred under Section 4.11 hereof that limits limit the right of the debtor thereunder to dispose of the assets securing subject to such Indebtedness, Liens;
(xxi) contracts for the sale of assets, including without limitation customary restrictions provisions with respect to a Subsidiary pursuant to an agreement that has been the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into for in the sale or disposition ordinary course of all or substantially all of the Capital Stock or assets of such Subsidiary, business; and
(xixii) restrictions on cash or other deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course ordinary course of Business, (xii) customary provisions in joint venture agreements, licenses and leases and other similar agreements entered into in the Ordinary Course of Business, (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingbusiness.
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 otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a)(ii)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s its profits, or (iib) pay any Indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other its Restricted Subsidiaries, (bii) make loans or advances to the Company or any of the Company’s its Restricted Subsidiaries or (ciii) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s its Restricted Subsidiaries. However, except for such the foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of (ia) existing Existing Indebtedness and agreements listed on Schedule 5.03, in each case, as in effect on the date of this Indenture, (iib) the New Credit Documents Facility as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunderrefinancings thereof, provided, however, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or Refinancings refinancings are not materially more restrictive restrictive, taken as a whole, with respect to such provisions dividend and other payment restrictions than those contained in the New Credit Documents Facility as in effect on the date hereofof this Indenture as determined in good faith by the Company's Board of Directors, (iiic) this the Indenture and the Notes, (ivd) Applicable Lawapplicable law, (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viiie) any instrument governing Indebtedness, Indebtedness or Capital Stock or assets of a Person acquired by the Company or any of the Company’s its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or such Indebtedness was Incurred 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 Indenture to be Incurredincurred, (ixf) customary non-assignment provisions in leases and other contracts, (g) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, (h) any agreement for the sale of a Subsidiary or a substantial portion of such Subsidiary's assets that restricts distributions by that Subsidiary pending its sale, (i) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced as determined in good faith by the Company's Board of Directors, (j) secured Indebtedness otherwise permitted to be Incurred incurred pursuant to this Indenture the provisions of Section 4.12 that limits the right of the debtor thereunder to dispose of the assets securing such Indebtedness, (xk) contracts for the sale of assets, including without limitation customary restrictions provisions with respect to a Subsidiary pursuant to an agreement that has been the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into for in the sale or disposition ordinary course of all or substantially all of the Capital Stock or assets of such Subsidiary, business and (xil) restrictions on cash or other deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course ordinary course of Business, (xii) customary provisions in joint venture agreements, licenses and leases and other similar agreements entered into in the Ordinary Course of Business, (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingbusiness.
Appears in 1 contract
Sources: Indenture (Impac Group Inc /De/)
Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to:
(a)(i1) 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 Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s its profits, or (ii) pay any Indebtedness indebtedness owed by such Restricted Subsidiary to the Company or any of its Restricted Subsidiaries (it being understood that the Company’s other Restricted Subsidiaries, priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions paid 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 the Company’s its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness incurred by the Company or any Restricted Subsidiary shall not be deemed to be a restriction on the ability to make loans or advances); or
(c3) sell, lease or transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s its Restricted Subsidiaries, except for such .
(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:
(1) any encumbrance or restriction pursuant to an agreement as in effect at the date of (i) existing this Indenture, including agreements governing Existing Indebtedness and agreements listed on Schedule 5.03, in each case, Credit Facilities as in effect on the date of this Indenture, (ii) the Credit Documents as in effect as of the date of this Indenture, Indenture and any amendments, restatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunderrefinancings of those agreements; provided that the amendments, provided, however, that such amendmentsrestatements, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings refinancings are not materially more restrictive restrictive, taken as a whole, with respect to such provisions dividend and other payment restrictions than those contained in the Credit Documents those agreements on the date hereof, of this Indenture;
(iii2) this Indenture and Indenture, the Notes, the Note Guarantees, the Exchange Notes and the Note Guarantees in respect thereof, and the Senior Subordinated Indenture, the Senior Subordinated Notes, the Senior Subordinated Note Guarantees, the Exchange Senior Subordinated Notes and the Senior Subordinated Note Guarantees in respect thereof;
(iv3) Applicable Lawapplicable law, rule, regulation or order;
(v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viii4) any instrument governing Indebtedness, Indebtedness or Capital Stock or assets of a Person acquired by the Company or any of the Company’s its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument Indebtedness or Capital Stock was created or such Indebtedness was Incurred incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of any such instrument by such Person; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in any such instrument on the date of acquisition; provided, further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(5) customary encumbrances or restrictions (i) on the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract that was entered into in the ordinary course of business, or the assignment or transfer of any such lease, license or other contract, (ixii) secured contained in mortgages, pledges or other security agreements permitted under this Indenture to secure Indebtedness otherwise of the Company or any of its Restricted Subsidiaries to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements, or (iii) pursuant to provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any of its Restricted Subsidiaries entered into in the ordinary course of business;
(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3) hereof;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(9) Liens permitted to be Incurred pursuant to this Indenture incurred under Section 4.12 hereof that limits limit the right of the debtor thereunder to dispose of the assets securing subject to such Indebtedness, Liens;
(x10) contracts for provisions limiting the sale disposition or distribution of assets, including without limitation customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale assets or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (xi) restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course of Business, (xii) customary provisions property in joint venture agreements, licenses asset sale agreements, sale-leaseback agreements, stock sale agreements and leases other similar agreements entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets or property that are the subject of such agreements;
(11) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, manufacturing alliance agreements and other similar agreements entered into in the Ordinary Course ordinary course of Businessbusiness, (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that so long as such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions are not applicable to any Person (or its property or assets) other than such joint venture or a Subsidiary thereof or the assets used exclusively in such manufacturing alliance, as applicable;
(12) Indebtedness or other contractual requirements of the type referred to a Receivables Entity or any Standard Securitization Undertakings, in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to each case in clauses (i) through (xiii) aboveconnection with a Qualified Receivables Transaction; provided that such amendmentsrestrictions apply only to such Receivables Entity, modifications, restatements, renewals, increases, supplements, refundings, replacements Receivables and Related Assets; and
(13) restrictions on cash or refinancings are, other deposits or net worth under leases or other contracts entered into in the good faith judgment ordinary course of the Board of Directors of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingbusiness.
Appears in 1 contract
Sources: Indenture (Georgia Gulf Corp /De/)
Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to:
(a)(i1) pay dividends or make any other distributions on its Capital Stock to the Company or any of the Company's Restricted Subsidiaries, or with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s its profits, or (ii) pay any Indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other 's Restricted Subsidiaries, ; 50 -44-
(b2) make loans or advances to the Company or any of the Company’s 's Restricted Subsidiaries or Subsidiaries; or
(c3) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s 's Restricted Subsidiaries. However, except for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of of:
(i1) existing Indebtedness the Credit Facility and agreements listed on Schedule 5.03Existing Indebtedness, in each case, as in effect on the date of this Indenture, (ii) the Credit Documents as in effect as of the date of this Indenture, Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunder, provided, however, refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or Refinancings refinancings are not materially no more restrictive restrictive, taken as a whole, with respect to such provisions dividend and other payment restrictions than those contained in the Credit Documents Facility or such Existing Indebtedness, as the case may be, as in effect on the date hereofof this Indenture; provided, further, however, that restrictions under the Credit Facility may provide for more restrictive limitations on the ability of the Company to make Investments in Restricted Subsidiaries or on the ability of Guarantors to make Investments in non-Guarantor Restricted Subsidiaries;
(iii2) this Indenture and the Notes, ;
(iv3) Applicable Law, applicable law;
(v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viii4) any instrument governing Indebtedness, Capital Stock or assets Indebtedness of a Person acquired by the Company or any of the Company’s its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or such Indebtedness was Incurred 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, that such Indebtedness was permitted by the terms of this Indenture to be Incurredincurred;
(5) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices;
(6) Purchase Money Indebtedness that imposes restrictions on the property so acquired of the nature described in clause (3) of the preceding paragraph;
(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;
(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more re- strictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
(ix9) secured Liens securing Indebtedness otherwise permitted to be Incurred incurred pursuant to this Indenture that limits the right Section 4.12 hereof;
(10) any instrument governing Indebtedness of the debtor thereunder to dispose of the assets securing such Indebtedness, a Foreign Restricted Subsidiary;
(x11) contracts for the sale of assets, including without limitation customary restrictions provisions with respect to a Subsidiary pursuant to an agreement that has been the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into for in the sale or disposition ordinary course of all or substantially all of the Capital Stock or assets of such Subsidiary, business; and
(xi12) restrictions on cash or other deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course ordinary course of Business, (xii) customary provisions in joint venture agreements, licenses and leases and other similar agreements entered into in the Ordinary Course of Business, (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingbusiness.
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 otherwise cause or suffer permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a)(i) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (A) on its Capital Stock or (B) with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, such Restricted Subsidiary’s profits, its profits or (ii) pay any Indebtedness indebtedness owed by such Restricted Subsidiary to the Company or any of the Company’s other its Restricted Subsidiaries, (b) make loans or advances to the Company or any of the Company’s its Restricted Subsidiaries or (c) transfer any of such Restricted Subsidiary’s its properties or assets to the Company or any of the Company’s its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason reasons of (i) existing Existing Indebtedness and agreements listed on Schedule 5.03, in each case, as in effect on the date of this Indenture, (ii) the Credit Documents as in effect as of the date of this Indenture, hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunderrefinancings thereof, provided, however, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings refinancings are not materially no more restrictive restrictive, taken as a whole, with respect to such provisions dividend and other payment restrictions than those contained in the Credit Documents such Existing Indebtedness, as in effect on the date hereof, (ii) this Indenture, the Notes and the Notes Guarantees, (iii) this Indenture and the Notesapplicable law, (iv) Applicable Lawany instrument governing or relating to Permitted Bank Debt or Indebtedness of Foreign Subsidiaries, in each case that meets the criteria specified in clauses (i) and (xiii), respectively, of the second paragraph of Section 4.09; provided, that the Board of Directors shall have determined in good faith at the time that such encumbrance or restriction is created that the encumbrance or restriction (a) would not reasonably be expected to impair the ability of the Company to pay interest on the Notes at their Stated Maturity or to pay principal and accrued and unpaid interest on the Notes at their final Stated Maturity, and (b) is not materially more disadvantageous to holders of the Notes than is customary in comparable financings; (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viii) any instrument governing Indebtedness, Indebtedness or Capital Stock or assets of a Person acquired by the Company or any of the Company’s its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or such Indebtedness was Incurred 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 Indenture to be Incurredincurred, (vi) customary nonassignment provisions in leases, licenses and other contracts entered into in the ordinary course of business and consistent with past practices, (vii) 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) above, (viii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts dividends, distributions, loans, advances or transfers by such Restricted Subsidiary pending its sale or other disposition, (ix) secured 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, (x) agreements entered into with respect to Liens securing Indebtedness otherwise permitted to be Incurred incurred pursuant to this Indenture the provisions of Section 4.12 hereof that limits limit the right of the debtor thereunder Company or any of its Restricted Subsidiaries to dispose of the assets securing subject to such Indebtedness, (x) contracts for the sale of assets, including without limitation customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such SubsidiaryLien, (xi) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business, (xii) restrictions on cash or other deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course ordinary course of Business, (xii) customary provisions in joint venture agreements, licenses and leases and other similar agreements entered into in the Ordinary Course of Businessbusiness, (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; providedReceivables Program, however, that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions restriction imposed pursuant to contracts for the sale of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, no more restrictive assets with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior transfer of the assets to be sold pursuant to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancingcontract.
Appears in 1 contract
Sources: Indenture (Amkor Technology Inc)