Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party to (i) pay dividends or make other distributions to Borrower or any other Subsidiary, or pay any Debt owed to Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than, in the cases of clauses (b) and (c), (A) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensed, (B) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.
Appears in 4 contracts
Sources: Credit Agreement (Biolase, Inc), Credit Agreement (Biolase, Inc), Credit Agreement (Biolase, Inc)
Inconsistent Agreements. Not, and not permit any other of the Loan Party Parties and their Subsidiaries to, enter into any agreement containing any provision which that would (a) be violated or breached in any material respect by any borrowing by Borrower hereunder under this Agreement or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder under this Agreement or under any other Loan Document, ; (b) prohibit Borrower or any other Loan Party from granting to Administrative Agent and the Lenders a Lien on any of its assets (other than Excluded Property (as defined in the Guaranty and Collateral Agreement)); or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (i) pay dividends or make other distributions to Borrower or any other Subsidiary, or pay any Debt owed to Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party Party, or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than:
(a) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets or Equity Interests of any Subsidiary pending any such sale, in so long as those restrictions and conditions apply only to the cases of clauses Subsidiary or assets to be sold and that sale is permitted under this Agreement;
(b) and restrictions by reason of customary provisions restricting assignments, subletting, licensing, sublicensing or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, joint venture agreements, asset sale agreements, trading, netting, operating, construction, service, supply, purchase, sale or other agreements entered into in the ordinary course of business (each of the foregoing, a “Covered Agreement”) (provided that such restrictions are limited to the relevant Covered Agreement and/or the property or assets secured by such Liens or the property or assets subject to such Covered Agreement);
(c), (A) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases Leases, and other secured Debt or to leases and licenses permitted by this Agreement if such Agreement, so long as those restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensed, that Debt;
(Bd) customary provisions in leases and other contracts restricting the assignment thereof;
(e) customary restrictions that arise in connection with any Lien permitted by clauses (b)(ii), (Cc), (d), (f), (g), (l), (q), (r) or (s) of Section 11.2 that limit the right of Borrower or any of its Subsidiaries to dispose of or encumber the assets subject to such Liens;
(f) restrictions and conditions contained in the Loan Documents;
(g) restrictions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, and (E) customary provisions in contracts for partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements or agreement governing the disposition Debt of any assets; provided that the restrictions in any such contract shall apply only joint venture, (i) relating to the transfer of the assets of, or ownership interests in, the relevant partnership, limited liability company, joint venture or any similar Person (or any “shell company” parent with respect thereto), (ii) relating to such joint venture or its members and (iii) otherwise entered into in the ordinary course of business;
(h) restrictions on Cash or other deposits permitted hereunder and any net worth or similar requirements, including such restrictions or requirements imposed by Persons under contracts entered into in the ordinary course of business or for whose benefit such Cash or other deposits or net worth requirements exist;
(i) restrictions which exist on the Closing Date in the documents set forth on Schedule 11.7;
(j) restrictions contained in documents governing Debt of any Subsidiary that is to be disposed of and such disposition is not a Loan Party permitted hereunder;
(k) provisions restricting the granting of a security interest in Intellectual Property contained in in-bound licenses by Borrower and its Subsidiaries of such Intellectual Property, which in-bound licenses were entered into in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property); and
(l) restrictions arising under or as a result of applicable Requirements of Law or the terms of any license, authorization, concession or permit issued or granted by a Governmental Authority.
Appears in 4 contracts
Sources: Credit Agreement (Moneylion Inc.), Credit Agreement (Moneylion Inc.), Credit Agreement (Moneylion Inc.)
Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party to (i) pay dividends or make other distributions to Borrower or any other Subsidiary, or pay any Debt owed to Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than, in the cases of clauses (b) and (c), (A) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensed, (B) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR the SVB Loan Facility, Documents and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.
Appears in 3 contracts
Sources: Credit Agreement (SWK Holdings Corp), Credit Agreement (Response Genetics Inc), Credit Agreement (Response Genetics Inc)
Inconsistent Agreements. NotThe Borrower shall not, and shall not permit any other Loan Party Borrower Subsidiary to, enter into any agreement containing any provision indenture, agreement, instrument (or amendment thereto) or other arrangement which would directly or indirectly prohibits or restrains, or has the effect of prohibiting or restraining (ax) be violated the incurrence or breached by any borrowing by Borrower hereunder repayment of the Obligations or by the performance by ability of the Borrower or any other Loan Party of any of its Borrower Subsidiary to create or suffer to exist Liens on such Person’s Property securing the Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (cy) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Borrower Subsidiary to (i1) pay dividends or make other distributions to Borrower on its capital or (2) pay any other SubsidiaryIndebtedness owed to, or pay any Debt owed to Borrower or any other Subsidiary, (ii) make loans or advances to Borrower to, or any other Loan Party sell, lease or (iii) transfer any of its assets or properties to Property to, the Borrower or any Borrower Subsidiary, except that the following are permitted:
(i) contractual encumbrances or restrictions contained in any Loan Document, any Second Lien Document (including any related Rate Management Transaction and its related documentation) or otherwise in effect on the Effective Date;
(ii) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions on disposition of the property so acquired;
(iii) applicable law or any applicable rule, regulation or order or similar restriction;
(iv) any agreement or other instrument of a Person acquired by the Borrower or any Borrower Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), 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;
(v) contracts for the sale of assets, including, without limitation, customary restrictions with respect to a Borrower Subsidiary pursuant to an agreement that has been entered into relating to the sale or disposition of all or substantially all the Capital Stock or assets of that Borrower Subsidiary pursuant to a transaction otherwise permitted by this Agreement;
(vi) restrictions imposed by the terms of secured Indebtedness otherwise permitted to be incurred pursuant to Sections 6.11 and 6.15 hereof that, in the case of a Loan Party, relate to the assets securing such Indebtedness;
(vii) restrictions on cash or other than, deposits or portfolio securities or net worth imposed by customers or Governmental Entities under contracts entered into in the cases ordinary course of clauses business;
(bviii) customary provisions in joint venture agreements, asset sale agreements, sale-lease back agreements and other similar agreements;
(c)ix) customary provisions contained in leases and other agreements entered into in the ordinary course of business;
(x) any agreement for the sale or other disposition of a Borrower Subsidiary that restricts dividends, distributions, loans or advances by such Borrower Subsidiary pending such sale or other disposition;
(Axi) Permitted Liens;
(xii) restrictions or and conditions imposed by contained in documentation governing any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses Receivables Transaction permitted by this Agreement if such Agreement, which restrictions or and conditions apply only to the property assets that are the subject of such Receivables Transaction or assets securing otherwise customary for such Debt facilities.
(xiii) restrictions and conditions on the creation or existence of Liens imposed by the property leased terms of the documentation governing any Indebtedness or licensedpreferred stock of a Non-Guarantor, which Indebtedness or preferred stock is permitted by Section 6.11;
(Bxiv) customary provisions in leases joint venture agreements and other contracts restricting similar agreements applicable to joint ventures permitted under Section 6.14 and applicable solely to such joint venture entered into in the assignment thereof, ordinary course of business; and
(Cxv) any encumbrances or restrictions and conditions of the type referred to in the lead-in to this Section 6.18 imposed by lawany amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (Di) through (xiv) above; provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrance and other restrictions than those arising under any Loan Document prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or any loan documents governing an Approved AR Loan Facility, and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunderrefinancing.
Appears in 3 contracts
Sources: Credit Agreement (Moneygram International Inc), Credit Agreement (Moneygram International Inc), Credit Agreement (Moneygram International Inc)
Inconsistent Agreements. NotThe Borrower shall not, and shall not permit any other Loan Party Affiliate to, enter into any agreement containing any provision which would would, taking into account the effect of applicable law (a) be violated or breached by any borrowing by the Borrower hereunder or by the performance by the Borrower or any other Loan Party Affiliate of any of its Obligations hereunder or under any other Loan Document, (b) prohibit the Borrower or any other Loan Party Affiliate from granting to Agent and Lenders the Bank a Lien on any of its assets the Collateral or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Affiliate to (i) pay dividends or make other distributions to the Borrower or any other SubsidiaryAffiliate, or pay any Debt owed to the Borrower or any other SubsidiaryAffiliate, (ii) make loans or advances to the Borrower or any other Loan Party Affiliate, or (iii) transfer any of its assets or properties to the Borrower or any other Loan PartyAffiliate, other thanthan (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Affiliate pending such sale, in provided that such restrictions and conditions apply only to the cases of clauses (b) Affiliate to be sold and (c)such sale is permitted hereunder, (AB) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases capital leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensedDebt, and (BC) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.
Appears in 2 contracts
Sources: Credit and Security Agreement (Sancilio Pharmaceuticals Company, Inc.), Credit and Security Agreement (Sancilio Pharmaceuticals Company, Inc.)
Inconsistent Agreements. Not, and not permit any other Loan Party Subsidiary to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, or by any borrowing by a Portfolio Company under the Intercompany Debt Documents to which it is a party or the performance by such Portfolio Company of its obligations under the Intercompany Debt Documents to which it is a party, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets, or prohibit a Portfolio Company from granting a Lien on its assets to Borrower pursuant to the Qualified Intercompany Debt Documents to which such Portfolio Company is a party, or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (i) pay dividends or make other distributions to Borrower or any other Subsidiary, or pay any Debt owed to Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party Subsidiary that is a parent company of such Subsidiary or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, Subsidiary that is a parent company of such Subsidiary other than, in the cases case of each of the foregoing clauses (bi) and through (ciii), (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions provided for under Qualified Intercompany Debt Documents and documentation applicable to Outside Portfolio Companies governing Outside Debt, (C) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensed, and (BD) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Compass Group Diversified Holdings LLC), Credit Agreement (Compass Diversified Holdings)
Inconsistent Agreements. Not, and not suffer or permit any other Loan Party or any other Subsidiary to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (bi) prohibit the Borrower or any other Loan Party from granting to the Agent and Lenders the Lender a Lien on any of its assets that constitute Collateral or prohibit any other Subsidiary from granting to the Agent and the Lender a Lien on any of its assets or (cii) other than pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (ix) pay dividends or make other distributions to the Borrower or any other Wholly-Owned Subsidiary, or pay any Debt owed to the Borrower or any other Wholly-Owned Subsidiary, (iiy) make loans or advances to the Borrower or any other Loan Party Wholly-Owned Subsidiary or (iiiz) transfer any of its assets or properties to the Borrower or any other Loan PartyWholly-Owned Subsidiary, other thanexcept, in each case above: (a) negative pledges and restrictions on Liens in favor of any holder of Debt under agreements permitted under Section 7.1(b), (d), and (j) but solely to the cases extent any negative pledge or limitation on Liens relates to the property that is the subject of clauses such Debt or applicable agreement or the cash securing such obligations and the proceeds and products thereof, (b) and customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (c), (A) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensed, (B) customary provisions restricting assignment of any agreement entered into in leases and other contracts restricting the assignment thereofordinary course of business, (Cd) restrictions prohibitions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, limitations that exist pursuant to Applicable Law and (Ee) customary provisions the prohibitions and limitations set forth in contracts for the disposition of any assets; provided that HealthCor Debt Documents as in existence on the restrictions in any such contract shall apply only Closing Date or as may be amended pursuant to the assets or Subsidiary that is to be disposed terms hereof and of and such disposition is permitted hereunderthe Intercreditor Agreement.
Appears in 2 contracts
Sources: Credit Agreement (CareView Communications Inc), Credit Agreement (CareView Communications Inc)
Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower the Company hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets to Administrative Agent and the Lenders, other than (i) as contemplated by Section 9.29 or (ii) with respect to negative pledges and restrictions on Liens in favor of any holder of Debt permitted under Section 11.2 but solely to the extent any negative pledge relates to the property secured by such Lien or that expressly permits Liens for the benefit of the Administrative Agent and the Lenders with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Debt be secured by Liens on an equal and ratable, or junior, basis, or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (i) pay dividends or make other distributions to Borrower the Company or any other Subsidiary, or pay any Debt owed to Borrower the Company or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other thanthan (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, in provided that such restrictions and conditions apply only to the cases of clauses (b) Subsidiary to be sold and (c)such sale is permitted hereunder, (AB) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensed, and (BC) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Centene Corp), Credit Agreement (Centene Corp)
Inconsistent Agreements. Not, and not permit any other Loan Party to, enter Enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower Credit Extension to the Borrowers hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to the Administrative Agent and Lenders the Lenders, a Lien on any of its assets (other than distribution agreements or license agreements, provided that with respect to any such distribution agreements or license agreement that prohibit any Loan Party from granting to the Administrative Agent Liens on the right to receive payments and other proceeds from the sale of products licensed or distributed under such agreements, the Loan Parties shall use their commercially reasonable efforts (it being agreed that this shall not include the payment of any monies) to obtain the consent of the counterparties thereto to permit the Liens of the Administrative Agent under the Collateral Documents) or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (i) pay dividends or make other distributions to Borrower any Loan Party or any other Subsidiary, or pay any Debt Indebtedness owed to Borrower any Loan Party or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than, than (A) in the cases case of clauses (b) and (c), customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (AB) in the case of clauses (b) and (c)(iii), restrictions or conditions imposed by any agreement relating to purchase money DebtIndebtedness, Capital Leases and other secured Debt or to leases and licenses Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensedIndebtedness, (BC) in the case of clauses (b) and (c), customary provisions in leases and other contracts restricting the assignment or other transfer thereof, (C) restrictions and conditions imposed by law, (D) those arising under in the case of clause (c), customary provisions in Organization Documents of any Loan Document Foreign Subsidiary that restrict the transfer of Equity Interests of such Subsidiaries, or any loan documents governing an Approved AR Loan Facility, and (E) customary provisions in contracts for the disposition case of clauses (b) and (c) any assets; provided that applicable Law (including, without limitation, applicable currency control Laws and applicable state corporate statutes restricting the restrictions payment of dividends in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereundercertain circumstances).
Appears in 2 contracts
Sources: Credit Agreement (Kid Brands, Inc), Credit Agreement (Kid Brands, Inc)
Inconsistent Agreements. Not, and not permit any other Loan Party to, enter Enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by any Co-Borrower hereunder or by the performance by any Co-Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Co-Borrower or any other Loan Party from granting to the Administrative Agent and Lenders the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (i) pay dividends or make other distributions to a Co-Borrower or any other Subsidiary, or pay any Debt owed to a Co-Borrower or any other Subsidiary, (ii) make loans or advances to any Co-Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan PartyCo-Borrower, other than, in the cases of clauses (b) and (c), than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensed, and (BC) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Ennis, Inc.), Credit Agreement (Ennis, Inc.)
Inconsistent Agreements. Not, No Borrower shall and shall not permit any other Loan Party Subsidiary to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by any Borrower hereunder or by the performance by any Borrower or any other Loan Party Subsidiary of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Borrower or any other Loan Party Subsidiary from granting to Agent and Lenders the Bank a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (i) pay dividends or make other distributions to any Borrower or any other Subsidiary, or pay any Debt owed to any Borrower or any other Subsidiary, (ii) make loans or advances to any Borrower or any other Loan Party Subsidiary, or (iii) transfer any of its assets or properties to any Borrower or any other Loan PartySubsidiary, other thanthan (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, in provided that such restrictions and conditions apply only to the cases of clauses (b) Subsidiary to be sold and (c)such sale is permitted hereunder, (AB) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensedDebt, (BC) customary provisions in leases and other contracts restricting the assignment thereof, and (CD) customary restrictions and conditions imposed with respect to any Foreign Subsidiary or its assets contained in agreements relating to Debt incurred by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunderForeign Subsidiary.
Appears in 2 contracts
Sources: Loan and Security Agreement (Intricon Corp), Loan and Security Agreement (Intricon Corp)
Inconsistent Agreements. NotHoldco shall not, and shall not permit any other Loan Party Holdco Subsidiary to, enter into any agreement containing any provision indenture, agreement, instrument (or amendment thereto) or other arrangement which would directly or indirectly prohibits or restrains, or has the effect of prohibiting or restraining (ax) be violated the incurrence or breached by any borrowing by Borrower hereunder repayment of the Obligations or by the performance by Borrower ability of Holdco or any other Loan Party of any of its Holdco Subsidiary to create or suffer to exist Liens on such Person’s Property securing the Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (cy) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Holdco Subsidiary to (ia) pay dividends or make other distributions to Borrower on its capital or (b) pay any other SubsidiaryIndebtedness owed to, or pay any Debt owed to Borrower or any other Subsidiary, (ii) make loans or advances to Borrower to, or any other Loan Party sell, lease or (iii) transfer any of its assets or properties to Borrower Property to, Holdco or any other Holdco Subsidiary, except that the following are permitted:
(a) contractual encumbrances or restrictions contained in any Loan PartyDocument, other than, any Second Lien Document (including any related Rate Management Transaction and its related documentation) or otherwise in effect on the cases of clauses Effective Date;
(b) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions on disposition of the property so acquired;
(c) applicable law or any applicable rule, regulation or order or similar restriction;
(d) any agreement or other instrument of a Person acquired by Holdco or any Holdco Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), (A) restrictions which encumbrance or conditions imposed by restriction is not applicable to any agreement relating to purchase money DebtPerson, Capital Leases and or the properties or assets of any Person, other secured Debt than the Person, or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets of the Person, so acquired;
(e) contracts for the sale of assets, including, without limitation, customary restrictions with respect to a Holdco Subsidiary pursuant to an agreement that has been entered into relating to the sale or disposition of all or substantially all the Capital Stock or assets of that Holdco Subsidiary pursuant to a transaction otherwise permitted by this Agreement;
(f) restrictions imposed by the terms of secured Indebtedness otherwise permitted to be incurred pursuant to Section 6.14 and 6.18 hereof that, in the case of a Loan Party, relate to the assets securing such Debt Indebtedness;
(g) restrictions on cash or other deposits or portfolio securities or net worth imposed by customers or Governmental Entities under contracts entered into in the property leased or licensed, ordinary course of business;
(Bh) customary provisions in joint venture agreements, asset sale agreements, sale-lease back agreements and other similar agreements;
(i) customary provisions contained in leases and other contracts restricting agreements entered into in the assignment thereofordinary course of business;
(j) any agreement for the sale or other disposition of a Holdco Subsidiary that restricts dividends, distributions, loans or advances by such Holdco Subsidiary pending such sale or other disposition;
(Ck) Permitted Liens;
(l) restrictions and conditions on the creation or existence of Liens imposed by lawthe terms of the documentation governing any Indebtedness or preferred stock of a Non-Guarantor, which Indebtedness or preferred stock is permitted by Section 6.14;
(D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, and (Em) customary provisions in contracts for joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.17 and applicable solely to such joint venture entered into in the disposition ordinary course of business; and
(n) any assetsencumbrances or restrictions of the type referred to in the lead-in to this Section 6.21 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (m) above; provided provided, that the such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrance and other restrictions in any than those prior to such contract shall apply only to the assets amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or Subsidiary that is to be disposed of and such disposition is permitted hereunderrefinancing.
Appears in 2 contracts
Sources: Credit Agreement (Moneygram International Inc), Credit Agreement (Moneygram International Inc)
Inconsistent Agreements. Not, and not permit any other Subsidiary Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower the Company hereunder or by the performance by Borrower the Company or any other Subsidiary Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower the Company or any other Subsidiary Loan Party from granting to Agent and Lenders a Lien on any of its assets to the Administrative Agent and the Lenders or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (i) pay dividends or make other distributions to Borrower the Company or any other Subsidiary, or pay any Debt owed to Borrower the Company or any other Subsidiary, (ii) make loans or advances to Borrower or any other Subsidiary Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan PartySubsidiary, other than: (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, in provided that such restrictions and conditions apply only to the cases of clauses (b) Subsidiary to be sold and (c)such sale is permitted hereunder, (AB) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases Financing Lease Obligations and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or that expressly permits Liens for the property leased benefit of the Collateral Agent and the Lenders with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Debt be secured by Liens on an equal and ratable, or licensedjunior, basis, (BC) customary provisions in leases and other contracts restricting the assignment thereof, (CD) restrictions and conditions imposed by lawLaw, (DE) those arising under restrictions and conditions binding on any Loan Document person in existence at the time such person first became a Subsidiary, so long as such restrictions or any loan documents governing an Approved AR Loan Facilityconditions were not entered into in contemplation of such person becoming a Subsidiary, (F) solely in the case of clauses (b) and (Ec)(iii), restrictions and conditions imposed by any other Debt issued in reliance on Sections 11.1(c), (G) solely in the case of clause (b), customary restrictions that arise in connection with any Liens in favor of any holder of Debt permitted under Section 11.2 but solely to the extent any negative pledge relates to the property secured by such Lien or that expressly permits Liens for the benefit of the Administrative Agent and the Lenders with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Debt be secured by Liens on an equal and ratable, or junior, basis, (H) customary provisions in contracts for the disposition partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements (other than in respect of any assetsWholly-Owned Subsidiary) entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, (I) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (J) restrictions and conditions imposed by this Agreement or any other Loan Document, (K) restrictions described on Schedule 11.7 and (L) restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (A) through (L) above; provided that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Company, not materially more restrictive with respect to such restrictions taken as a whole than those in any existence prior to such contract shall apply only to the assets amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or Subsidiary that is to be disposed of and such disposition is permitted hereunderrefinancing.
Appears in 2 contracts
Sources: Credit Agreement (Bright Health Group Inc.), Credit Agreement (Bright Health Group Inc.)
Inconsistent Agreements. NotBorrower shall not, and not nor shall it permit any other Loan Party of its Subsidiaries to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party of its Subsidiaries of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets Guarantee hereof or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of Borrower or any other Loan Party of its Subsidiaries to (i) pay dividends or make other distributions to Borrower or any other Subsidiary, or pay any Debt indebtedness owed to Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party Subsidiary, or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, Subsidiary other than, in the cases of clauses (b) and (c), than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debtindebtedness, Capital Leases and other secured Debt or to leases and licenses indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensedindebtedness, and (BC) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.
Appears in 2 contracts
Sources: Credit Agreement (BIO-TECHNE Corp), Credit Agreement (BIO-TECHNE Corp)
Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party to (i) pay dividends or make other distributions to Borrower or any other Subsidiary, or pay any Debt owed to Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than, in the cases of clauses (b) and (c), (A) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensed, (B) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, Facility and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.
Appears in 2 contracts
Sources: Commitment Letter (New Misonix, Inc.), Credit Agreement (SWK Holdings Corp)
Inconsistent Agreements. NotThe Borrower shall not, and shall not permit any other Loan Party Subsidiary to, enter into any agreement containing any provision indenture, agreement, instrument (or amendment thereto) or other arrangement which would directly or indirectly prohibits or restrains, or has the effect of prohibiting or restraining (ax) be violated the incurrence or breached by any borrowing by Borrower hereunder repayment of the Obligations or by the performance by ability of the Borrower or any other Loan Party of any of its Subsidiary to create or suffer to exist Liens on such Person’s Property securing the Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (cy) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (ia) pay dividends or make other distributions to Borrower on its capital or (b) pay any other SubsidiaryIndebtedness owed to, or pay any Debt owed to Borrower or any other Subsidiary, (ii) make loans or advances to Borrower to, or any other Loan Party sell, lease or (iii) transfer any of its assets or properties to Property to, the Borrower or any other Subsidiary, except that the following are permitted:
(a) contractual encumbrances or restrictions contained in any Loan Party, other than, Document (including any related Rate Management Transaction and its related documentation) or otherwise in effect on the cases of clauses Amendment Effective Date;
(b) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions on disposition of the property so acquired;
(c) applicable law or any applicable rule, regulation or order or similar restriction;
(d) any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), (A) restrictions which encumbrance or conditions imposed by restriction is not applicable to any agreement relating to purchase money DebtPerson, Capital Leases and or the properties or assets of any Person, other secured Debt than the Person, or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets of the Person, so acquired;
(e) 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 relating to the sale or disposition of all or substantially all the Capital Stock or assets of that Subsidiary pursuant to a transaction otherwise permitted by this Agreement;
(f) restrictions imposed by the terms of secured Indebtedness otherwise permitted to be incurred pursuant to Sections 6.14 and 6.18 hereof that, in the case of a Loan Party, relate to the assets securing such Debt Indebtedness;
(g) restrictions on cash or other deposits or portfolio securities or net worth imposed by customers or Governmental Entities under contracts entered into in the property leased or licensed, ordinary course of business;
(Bh) customary provisions in joint venture agreements, asset sale agreements, sale-lease back agreements and other similar agreements;
(i) customary provisions contained in leases and other contracts restricting agreements entered into in the assignment thereofordinary course of business;
(j) any agreement for the sale or other disposition of a Subsidiary that restricts dividends, distributions, loans or advances by such Subsidiary pending such sale or other disposition;
(Ck) Permitted Liens;
(l) restrictions and conditions on the creation or existence of Liens imposed by lawthe terms of the documentation governing any Indebtedness or preferred stock of a Non-Guarantor, which Indebtedness or preferred stock is permitted by Section 6.14;
(D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, and (Em) customary provisions in contracts for joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.17 and applicable solely to such joint venture entered into in the disposition ordinary course of business; and
(n) any assetsencumbrances or restrictions of the type referred to in the lead-in to this Section 6.21 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (m) above; provided that the such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrance and other restrictions in any than those prior to such contract shall apply only to the assets amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or Subsidiary that is to be disposed of and such disposition is permitted hereunderrefinancing.
Appears in 2 contracts
Sources: Credit Agreement (Moneygram International Inc), Credit Agreement (Moneygram International Inc)
Inconsistent Agreements. Not, and The Borrower shall not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Borrower hereunder or by the performance by the Borrower or any other Loan Party Subsidiary of any of its Obligations hereunder or under any other Loan Document, (b) prohibit the Borrower or any other Loan Party Subsidiary from granting to Agent and Lenders the Lender a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (i) pay dividends or make other distributions to the Borrower or any other Subsidiary, or pay any Debt owed to the Borrower or any other Subsidiary, (ii) make loans or advances to the Borrower or any other Loan Party Subsidiary, or (iii) transfer any of its assets or properties to the Borrower or any other Loan PartySubsidiary, other than, in the cases of clauses (b) and (c)each case, (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensedDebt, and (BC) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.
Appears in 2 contracts
Sources: Loan and Security Agreement (Amtech Systems Inc), Loan and Security Agreement (Amtech Systems Inc)
Inconsistent Agreements. Not, Borrower shall not and shall not permit any other Loan Party to, Subsidiary to enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party Subsidiary of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party Subsidiary from granting to Agent and Lenders Lender a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (i) pay dividends or make other distributions to Borrower or any other Subsidiary, or pay any Debt owed to Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party Subsidiary, or (iii) transfer any of its assets or properties to Borrower or any other Loan PartySubsidiary, other thanthan (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, in provided that such restrictions and conditions apply only to the cases of clauses (b) Subsidiary to be sold and (c)such sale is permitted hereunder, (AB) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensedDebt, and (BC) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.
Appears in 2 contracts
Sources: Loan Agreement (Ari Network Services Inc /Wi), Revolving Credit Agreement (American Land Lease Inc)
Inconsistent Agreements. NotThe Borrower shall not, and shall not permit any of the Operating Subsidiaries or any other Loan Party Subsidiary to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Borrower hereunder or by the performance by the Borrower or any other Loan Party Subsidiary of any of its Obligations hereunder or under any other Loan Document, (b) prohibit the Borrower or any other Loan Party from granting to Agent and Lenders the Bank a Lien on any of its assets assets, or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (i) pay dividends or make other distributions to the Borrower or any other Subsidiary, or pay any Debt owed to the Borrower or any other Subsidiary, (ii) make loans or advances to the Borrower or any other Loan Party Subsidiary, or (iii) transfer any of its assets or properties to the Borrower or any other Loan PartySubsidiary, other thanthan (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, in provided that such restrictions and conditions apply only to the cases of clauses (b) Subsidiary to be sold and (c)such sale is permitted hereunder, (AB) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensedDebt, and (BC) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.
Appears in 2 contracts
Sources: Loan and Security Agreement (Atlas Financial Holdings, Inc.), Loan Agreement (Atlas Financial Holdings, Inc.)
Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into into, or be a party to, any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower the Company hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to the Administrative Agent and Lenders the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party to (i) pay dividends or make other distributions to Borrower or any other Subsidiaryanother Loan Party, or pay any Debt owed to Borrower or any other Subsidiarya Loan Party, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than, in the cases of clauses (b) and (c), than (A) restrictions or conditions imposed by any agreement relating to purchase money Debt, Debt and Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensedDebt, (B) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions agreements and conditions imposed licenses entered into by lawa Loan Party in the ordinary course of business containing customary provisions restricting the assignment of such agreements, (D) those arising contractual encumbrances or restrictions in effect under any Loan Document or any loan documents governing an Approved AR Loan FacilityDebt disclosed on Schedule 11.1, and (E) customary provisions in contracts any restriction imposed pursuant to an agreement entered into for the sale or disposition of Capital Securities or assets not prohibited by this Agreement, (F) any assets; provided restrictions imposed by any agreement relating to secured Debt permitted by this Agreement to the extent that the such restrictions in any such contract shall apply only to the property or assets or Subsidiary that securing such Debt, (G) customary restrictions and conditions contained in the document relating to any Lien, so long as (1) such Lien is to be disposed of a Permitted Lien and such disposition is permitted hereunderrestrictions or conditions relate only to the specific asset subject to such Lien and (2) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 11.8, and (H) any agreement in effect at the time such subsidiary becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary and such agreement does not apply to assets of the Company or any other Subsidiary.
Appears in 2 contracts
Sources: Loan Modification Agreement (Pioneer Financial Services Inc), Credit Agreement (Pioneer Financial Services Inc)
Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets (other than Permitted Liens) or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party to (i) pay dividends or make other distributions to Borrower or any other SubsidiaryLoan Party, or pay any Debt owed to Borrower or any other SubsidiaryLoan Party, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than, in the cases of clauses (b) and (c), (A) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensed, (B) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an any Subordinated Debt, Approved AR Loan Facility, or Ligand Royalty Agreement and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Elutia Inc.), Credit Agreement (Elutia Inc.)
Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party to (i) pay dividends or make other distributions to Borrower or any other Subsidiary, or pay any Debt owed to Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than, in the cases of clauses (b) and (c), (A) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensed, (B) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.
Appears in 2 contracts
Sources: Credit Agreement (SWK Holdings Corp), Credit Agreement (Pdi Inc)
Inconsistent Agreements. NotThe Borrower shall not, and shall not permit any other Loan Party of its Subsidiaries to, enter into any agreement Contract containing any provision which that would (ai) cause a Default hereunder or be violated or breached by any borrowing by Borrower such Person hereunder or by the performance by Borrower or any other Loan Party such Person of any of its Obligations obligations hereunder or under any other Loan Document, (bii) prohibit Borrower or any other Loan Party such Person from granting to the Administrative Agent and the Lenders a Lien on any of its assets pursuant hereto or any other Loan Document or (ciii) create or permit to exist or become effective any encumbrance Lien or restriction on the ability of any other Loan Party such Person to (ix) pay dividends or make other distributions to Borrower or any other Subsidiarythe Borrower, or pay any Debt Indebtedness owed to Borrower or any other Subsidiarythe Borrower, (iiy) make loans or advances to the Borrower or any other Loan Party or (iiiz) transfer any of its assets or properties to the Borrower; provided that the foregoing shall not apply to (A) any restrictions or conditions imposed by Law or the Loan Documents, (B) solely with respect to clause (iii) above, customary restrictions and conditions contained in asset sale agreements, purchase agreements, acquisition agreements (including by way of merger, acquisition or consolidation) solely to the extent that (x) are only in effect pending consummation of the acquisition or sale contemplated pursuant to such agreement and (y) such restrictions or conditions (A) require the Borrower or any other Loan Partyof its Subsidiaries to conduct its business in the ordinary course of business (with respect to such assets or businesses) pending the consummation of such transaction consistent with historic practices or (B) are only in effect (with respect to such assets or businesses) pending the consummation of such transaction; provided further that such restrictions and conditions apply only to the assets or property subject to such transaction (or, other thanif applicable, the conduct of business of the Borrower or such Subsidiaries with respect to such assets or businesses) and that such sale is permitted or, in the cases case of the sale of the Borrower, such agreement contemplates the repayment in full of the Obligations hereunder, (C) solely with respect to clauses (bii) and (c)iii)(z) above, customary provisions in contracts (Aincluding without limitation leases and licenses of Intellectual Property) restricting the assignment thereof or, in the case of any lease or license, the sublease or sublicense or other disposition of the applicable leased or licensed property and (D) solely with respect to clauses (ii) and (iii) above, restrictions or conditions imposed by any agreement relating governing secured Permitted Indebtedness, to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if the extent that such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensed, (B) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunderIndebtedness.
Appears in 2 contracts
Sources: Credit Agreement (ArcherDX, Inc.), Credit Agreement (ArcherDX, Inc.)
Inconsistent Agreements. NotEach Loan Party shall not, and not permit any other Loan Party Subsidiary to, enter into any agreement (other than the Indenture) containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary of such Loan Party to (ia) pay dividends or make other distributions to Borrower any Loan Party or any other SubsidiarySubsidiary of any Loan Party, or pay any Debt Indebtedness owed to Borrower any Loan Party or any other Subsidiary, (iib) make loans or advances to Borrower or any other Loan Party or Party, (iiic) transfer any of its assets or properties to Borrower or any other Loan Party, other thanthan (I) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, in provided that such restrictions and conditions apply only to the cases of clauses (b) Subsidiary to be sold and (c)such sale is permitted hereunder, (AII) restrictions or conditions imposed by any agreement relating to purchase money DebtIndebtedness, Capital Leases capital leases and other secured Debt or to leases and licenses Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensed, Indebtedness and (BIII) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any . Each Loan Document or any loan documents governing an Approved AR Loan FacilityParty shall not, and (E) customary provisions in contracts for not permit any Subsidiary to, enter into any agreement containing any provision which would create or permit to exist or become effective any encumbrance or restriction on the disposition ability of any Subsidiary of such Loan Party to grant to Agent and the Bank a Lien on any of its assets; provided that the restrictions in any such contract shall apply only , except to the assets or Subsidiary that is to be disposed of and extent such disposition is permitted hereunderasset constitutes an Excluded Asset.
Appears in 2 contracts
Sources: Credit Agreement (Interface Security Systems, L.L.C.), Credit Agreement (Interface Security Systems Holdings Inc)
Inconsistent Agreements. NotThe Borrower shall not, and shall not permit any other Loan Party Subsidiary to, enter into any agreement containing any provision indenture, agreement, instrument (or amendment thereto) or other arrangement which would directly or indirectly prohibits or restrains, or has the effect of prohibiting or restraining (ax) be violated the incurrence or breached by any borrowing by Borrower hereunder repayment of the Obligations or by the performance by ability of the Borrower or any other Loan Party of any of its Subsidiary to create or suffer to exist Liens on such Person’s Property securing the Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (cy) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (ia) pay dividends or make other distributions to Borrower on its capital or (b) pay any other SubsidiaryIndebtedness owed to, or pay any Debt owed to Borrower or any other Subsidiary, (ii) make loans or advances to Borrower to, or any other Loan Party sell, lease or (iii) transfer any of its assets or properties to Property to, the Borrower or any other Subsidiary, except that the following are permitted:
(a) contractual encumbrances or restrictions contained in any Loan Party, other than, Document (including any related Rate Management Transaction and its related documentation) or otherwise in effect on the cases of clauses Closing Date;
(b) purchase money obligations for property acquired in the ordinary course of business and Finance Lease Obligations that impose restrictions on disposition of the property so acquired;
(c) applicable law or any applicable rule, regulation or order or similar restriction;
(d) any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), (A) restrictions which encumbrance or conditions imposed by restriction is not applicable to any agreement relating to purchase money DebtPerson, Capital Leases and or the properties or assets of any Person, other secured Debt than the Person, or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets of the Person, so acquired;
(e) 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 relating to the sale or disposition of all or substantially all the Capital Stock or assets of that Subsidiary pursuant to a transaction otherwise permitted by this Agreement;
(f) restrictions imposed by the terms of secured Indebtedness otherwise permitted to be incurred pursuant to Sections 6.14 and 6.18 hereof that, in the case of a Loan Party, relate to the assets securing such Debt Indebtedness;
(g) restrictions on cash or other deposits or portfolio securities or net worth imposed by customers or Governmental Entities under contracts entered into in the property leased or licensed, ordinary course of business;
(Bh) customary provisions in joint venture agreements, asset sale agreements, sale-lease back agreements and other similar agreements;
(i) customary provisions contained in leases and other contracts restricting agreements entered into in the assignment thereofordinary course of business;
(j) any agreement for the sale or other disposition of a Subsidiary that restricts dividends, distributions, loans or advances by such Subsidiary pending such sale or other disposition;
(Ck) Permitted Liens;
(l) restrictions and conditions on the creation or existence of Liens imposed by lawthe terms of the documentation governing any Indebtedness or preferred stock of a Non-Guarantor Subsidiary, which Indebtedness or preferred stock is permitted by Section 6.14;
(D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, and (Em) customary provisions in contracts for joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.17 and applicable solely to such joint venture entered into in the disposition ordinary course of business; and
(n) any assetsencumbrances or restrictions of the type referred to in the lead-in to this Section 6.21 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (m) above; provided that the such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrance and other restrictions in any than those prior to such contract shall apply only to the assets amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or Subsidiary that is to be disposed of and such disposition is permitted hereunderrefinancing.
Appears in 2 contracts
Sources: Credit Agreement (Moneygram International Inc), Second Lien Credit Agreement (Moneygram International Inc)
Inconsistent Agreements. Not, and not permit any other Subsidiary Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower the Company hereunder or by the performance by Borrower or any other Loan Party the Company of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets [reserved] or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (i) pay dividends or make other distributions to Borrower the Company or any other Subsidiary, or pay any Debt owed to Borrower the Company or any other Subsidiary, (ii) make loans or advances to Borrower or any other Subsidiary Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan PartySubsidiary, other than: (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, in provided that such restrictions and conditions apply only to the cases of clauses (b) Subsidiary to be sold and (c)such sale is permitted hereunder, (AB) restrictions or conditions imposed by the JPM Credit Agreement, the definitive documentation relating to any Senior Funded Debt and any agreement relating to purchase money Debt, Capital Leases Financing Lease Obligations and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensedDebt, (BC) customary provisions in leases and other contracts restricting the assignment thereof, (CD) restrictions and conditions imposed by lawLaw, (DE) those arising under restrictions and conditions binding on any Loan Document person in existence at the time such person first became a Subsidiary, so long as such restrictions or any loan documents governing an Approved AR Loan Facilityconditions were not entered into in contemplation of such person becoming a Subsidiary, (F) solely in the case of clauses (b) and (Ec)(iii), restrictions and conditions imposed by any other Debt Incurred in reliance on Sections 11.1(c), (G) [reserved], (H) customary provisions in contracts for the disposition partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements (other than in respect of any assetsWholly-Owned Subsidiary) entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, (I) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (J) restrictions and conditions imposed by this Agreement or any other Loan Document, (K) [reserved] and (L) restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (A) through (L) above; provided that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Company, not materially more restrictive with respect to such restrictions taken as a whole than those in any existence prior to such contract shall apply only to the assets amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or Subsidiary that is to be disposed of and such disposition is permitted hereunderrefinancing.
Appears in 2 contracts
Sources: Credit Agreement (Bright Health Group Inc.), Credit Agreement (Bright Health Group Inc.)
Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party to (i) pay dividends or make other distributions to Borrower or any other SubsidiaryLoan Party, or pay any Debt owed to Borrower or any other SubsidiaryLoan Party, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than, in the cases of clauses (b) and (c), (A) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensed, (B) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, any Subordinated Debt and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Acer Therapeutics Inc.), Credit Agreement (Acer Therapeutics Inc.)
Inconsistent Agreements. Not, and not permit any other Loan Party or any Subsidiary of any Loan Party to, enter into any agreement containing any provision which would would: (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, ; (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders Lender, a Lien on any of its assets assets; or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party to or any Subsidiary of any Loan Party to: (i) pay dividends or make other distributions to Borrower Borrower, any Loan Party or any other SubsidiarySubsidiary of any Loan Party, or pay any Debt owed to Borrower any Loan Party or any other Subsidiary, Subsidiary of any Loan Party; (ii) make loans or advances to Borrower any Loan Party or any other Subsidiary of any Loan Party Party; and/or or (iii) transfer any of its assets or properties to Borrower any Loan Party or any other Subsidiary of any Loan Party, other than, in the cases of clauses (b) and (c), ; except: (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder; (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensed, Debt; (BC) customary provisions in leases and other contracts restricting the assignment thereof, ; (CD) restrictions and conditions imposed by lawhereunder, (D) those arising under any other Loan Document or Documents and/or under any loan documents governing an Approved AR Loan Facility, applicable law; and (E) customary provisions restrictions and conditions contained in contracts for the disposition organizational documents and/or other agreements of any assets; provided that Person acquired by, and becoming a Subsidiary of, a Loan Party after the restrictions Closing Date which were in effect at the time of such acquisition, so long as the subject organizational document/agreement was not entered into in contemplation of such acquisition (and any such contract shall apply only to amendments, modifications, extensions or renewals thereof which are no more onerous than the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunderexisting agreement).
Appears in 2 contracts
Sources: Loan and Security Agreement (Kinsale Capital Group, Inc.), Loan and Security Agreement (Kinsale Capital Group, Inc.)
Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached in any material respect by any borrowing by the Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to the Agent and the Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party to (i) pay dividends or make other distributions to the Borrower or any other SubsidiaryLoan Party, or pay any Debt owed to Borrower or any other SubsidiaryLoan Party, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than, in the cases of clauses (b) and (c), (A) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases leases, subleases, licenses and licenses sublicenses, in each case, permitted by this Agreement Agreement, if such restrictions or conditions apply only to the property or assets securing such Debt or the assets or property leased leased, subleased, licensed or licensedsublicensed, (B) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan FacilityDocument, and (E) customary provisions in contracts for the disposition of any assets; provided , but only to the extent that the restrictions in any such contract shall apply only to the assets that are, or Subsidiary that is is, to be disposed of and such disposition is permitted hereunderby this Agreement and (F) restrictions entered into in the ordinary course of business with respect to off-the-shelf software programs that limit the ability to grant a security interest in such software programs.
Appears in 1 contract
Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party to (i) pay dividends or make other distributions to Borrower or any other SubsidiaryLoan Party, or pay any Debt owed to Borrower or any other SubsidiaryLoan Party, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than, in the cases of clauses (b) and (c), (A) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensed, (B) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, any Subordinated Debt and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.. #155151395
Appears in 1 contract
Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party to (i) pay dividends or make other distributions to Borrower or any other Subsidiary, or pay any Debt owed to Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than, in the cases of clauses (b) and (c), (A) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensed, (B) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or the ACF Loan Documents or any loan documents governing an Approved AR Loan Facility, Equivalent Credit Line as approved by Agent and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.
Appears in 1 contract
Sources: Credit Agreement (Hooper Holmes Inc)
Inconsistent Agreements. Not, and not permit any other Loan Affiliated Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower the Company hereunder or by the performance by Borrower or any other Loan Affiliated Party of any of its Obligations hereunder or under any other Loan Document, or (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (i) pay dividends or make other distributions to Borrower the Company or any other Subsidiary, or pay any Debt owed to Borrower the Company or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Affiliated Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Affiliated Party, other than, in the cases of clauses (b) and (c), than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases Leases, Junior Capital and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensedAgreement, (BC) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising Liens securing Indebtedness otherwise permitted to be incurred, under any Loan Document or any loan documents governing an Approved AR Loan Facility, and the provisions of Section 11.2 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (E) customary provisions in contracts for with respect to the disposition or distribution of any assetsassets or property in joint venture agreements asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; provided that the and (F) restrictions in any such contract shall apply only on deposits (to the assets or Subsidiary that is to be disposed of and such disposition is extent permitted hereunder) imposed by customers under contracts entered into in the ordinary course of business.
Appears in 1 contract
Sources: Credit Agreement (Semco Energy Inc)
Inconsistent Agreements. Not, and not permit any other Loan Party Subsidiary to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party Subsidiary of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party Subsidiary from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective (other than on the Closing Date with respect to the Subordinated Notes Documents) any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (i) pay dividends or make other distributions to Borrower or any other Subsidiary, or pay any Debt owed to Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party Subsidiary or (iii) transfer any of its assets or properties to Borrower or any other Loan PartySubsidiary, other than, in the cases of clauses (b) and (c), than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensed, and (BC) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.
Appears in 1 contract
Sources: Credit Agreement (Dwyer Group Inc)
Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders Lender a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party to (i) pay dividends or make other distributions to Borrower or any other Subsidiary, or pay any Debt owed to Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, Party other than, in the cases of clauses (b) and (c),
(A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensed, and (BC) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.
Appears in 1 contract
Inconsistent Agreements. NotThe Borrower shall not, and shall not permit any other Loan Party Subsidiary to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Borrower hereunder or by the performance by the Borrower or any other Loan Party Subsidiary of any of its Obligations hereunder or under any other Loan Document, (b) prohibit the Borrower or any other Loan Party Subsidiary from granting to Agent and Lenders the Lender a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (i) pay dividends or make other distributions to the Borrower or any other Subsidiary, or pay any Debt Indebtedness owed to the Borrower or any other Subsidiary, (ii) make loans or advances to the Borrower or any other Loan Party Subsidiary, or (iii) transfer any of its assets or properties to the Borrower or any other Loan PartySubsidiary, other thanthan (1) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, in provided that such restrictions and conditions apply only to the cases of clauses (b) Subsidiary to be sold and (c)such sale is permitted hereunder, (A2) restrictions or conditions imposed by the Cash America Credit Agreement or any agreement relating to purchase money DebtIndebtedness, Capital Leases and other secured Debt or to leases and licenses Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property Property or assets securing such Debt or the property leased or licensedIndebtedness, and (B3) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.
Appears in 1 contract
Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower the Borrowers hereunder or by the performance by Borrower or any other Loan Party or Subsidiary of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to the Administrative Agent and Lenders the Lenders, a Lien on any of its assets (other than distribution agreements or license agreements, provided that with respect to any such distribution agreements or license agreement that prohibit any Loan Party from granting to the Administrative Agent Liens on the right to receive payments and other proceeds from the sale of products licensed or distributed under such agreements, the Borrowers shall use their commercially reasonable efforts (it being agreed that this shall not include the payment of any monies) to obtain the consent of the counterparties thereto to permit the Liens of the Administrative Agent under the Loan Documents and the Borrowers further agree to, and to cause the other Loan Parties to, disclose and schedule such agreements in accordance with the terms of the Guaranty and Security Agreement) or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (i) pay dividends or make other distributions to Borrower any Loan Party or any other Subsidiary, or pay any Debt owed to Borrower any Loan Party or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than, than (A) in the cases case of clauses clause (b) and (c), customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (AB) in the case of clauses (b) and (c)(iii), restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensedDebt, (BC) in the case of clause (b) and (c), customary provisions in leases and other contracts restricting the assignment or other transfer thereof, (C) restrictions and conditions imposed by law, (D) those arising under in the case of clause (c), customary provisions in organizational documents of any Loan Document Foreign Subsidiary that restrict the transfer of Capital Securities of such Subsidiaries, or any loan documents governing an Approved AR Loan Facility, and (E) customary provisions in contracts for the disposition case of clauses (b) and (c) any assets; provided that applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the restrictions payment of dividends in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereundercertain circumstances).
Appears in 1 contract
Inconsistent Agreements. Not, and not permit any other Loan Party or, any Domestic Wholly-Owned Subsidiary thereof to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower the Borrowers hereunder or by the performance by Borrower or any other Loan Party or Subsidiary thereof of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to the Administrative Agent and Lenders the Lenders, a Lien on any of its assets (other than distribution agreements or license agreements, provided that with respect to any such distribution agreements or license agreement that prohibit any Loan Party from granting to the Administrative Agent Liens on the right to receive payments and other proceeds from the sale of products licensed or distributed under such agreements, the Borrowers shall use their commercially reasonable efforts (it being agreed that this shall not include the payment of any monies) to obtain the consent of the counterparties thereto to permit the Liens of the Administrative Agent under the Loan Documents and the Borrowers further agree to, and to cause the other Loan Parties to, disclose and schedule such agreements in accordance with the terms of the Guaranty and Collateral Agreement) or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Subsidiary of any Loan Party to (i) pay dividends or make other distributions to Borrower any Loan Party or any other SubsidiarySubsidiary of any Loan Party, or pay any Debt owed to Borrower any Loan Party or any other SubsidiarySubsidiary of any Loan Party, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other thanthan (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary of any Loan Party pending such sale, in provided that such restrictions and conditions apply only to the cases of clauses (b) Subsidiary to be sold and (c)such sale is permitted hereunder, (AB) restrictions or conditions permitted under this Agreement imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensedDebt, (BC) customary provisions in leases and other contracts restricting the assignment or other transfer thereof, (C) restrictions and conditions imposed by law, (D) those arising under customary provisions in organizational documents of any Foreign Subsidiary of any Loan Document or any loan documents governing an Approved AR Loan FacilityParty that restrict the transfer of Capital Securities of such Subsidiaries, and (E) customary provisions any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereundercertain circumstances).
Appears in 1 contract
Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party to (i) pay dividends or make other distributions to Borrower or any other SubsidiaryLoan Party, or pay any Debt owed to Borrower or any other SubsidiaryLoan Party, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than, in the cases of clauses (b) and (c), (A) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensed, (B) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, any Subordinated Debt or the Debt permitted to be incurred pursuant to Section 7.1(c) and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.
Appears in 1 contract
Inconsistent Agreements. NotExcept as otherwise permitted by this Agreement or the other Loan Documents, not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, except where such violation or breach could not reasonably be expected to have a Material Adverse Effect, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders Lender a Lien on any of its assets Collateral or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party to (i) pay dividends or make other distributions to Borrower or any other Subsidiary, or pay any Debt owed to Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan PartyParty other than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, other than, in provided such restrictions and conditions apply only to the cases of clauses (b) Subsidiary or assets to be sold and (c)such sale is permitted hereunder, (AB) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the Person obligated on such Debt or property or assets securing such Debt or the property leased or licensedDebt, (BC) customary provisions in leases leases, licenses and other contracts restricting the assignment assignment, licensing, subletting or transfer thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facilityprovisions in joint venture agreements and similar agreements relating to joint ventures as they relate to clauses (b), (c)(i) and (c)(iii) above, (E) restrictions on ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits in favor of sellers in connection with Acquisitions not prohibited hereunder, (F) customary provisions restrictions in contracts for the disposition documents, instruments and agreements evidencing Subordinated Debt (other than Permitted Earn Outs) restrictions imposed by applicable law or (G) encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, supplements, replacement of any assets; provided that of the restrictions in any foregoing so long as such contract shall apply only encumbrances or restrictions, taken as a whole, are not more restrictive than those prior to the assets such amendments, modifications, restatements, renewals, supplements, or Subsidiary that is to be disposed of and such disposition is permitted hereunderreplacements.
Appears in 1 contract
Inconsistent Agreements. Not, The Borrowers shall not and shall not permit any other Loan Party to, Subsidiary to enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower the Borrowers hereunder or by the performance by Borrower the Borrowers or any other Loan Party Subsidiary of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower the Borrowers or any other Loan Party Subsidiary from granting to Agent and Lenders Lender a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (i) pay dividends or make other distributions to Borrower the Borrowers or any other Subsidiary, or pay any Debt owed to Borrower the Borrowers or any other Subsidiary, (ii) make loans or advances to Borrower the Borrowers or any other Loan Party Subsidiary, or (iii) transfer any of its assets or properties to Borrower the Borrowers or any other Loan PartySubsidiary, other thanthan (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, in provided that such restrictions and conditions apply only to the cases of clauses (b) Subsidiary to be sold and (c)such sale is permitted hereunder, (AB) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensedDebt, and (BC) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.
Appears in 1 contract
Sources: Loan and Security Agreement (Hill International, Inc.)
Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party to (i) pay dividends or make other distributions to Borrower or any other SubsidiaryLoan Party, or pay any Debt owed to Borrower or any other SubsidiaryLoan Party, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than, in the cases of clauses (b) and (c), (A) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensed, (B) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an any Subordinated Debt or Approved AR Loan Facility, and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.
Appears in 1 contract
Sources: Credit Agreement (Biotricity Inc.)
Inconsistent Agreements. Not, and not permit any other Loan Party to, enter Enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party party obligated hereunder of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party party obligated hereunder from granting to Collateral Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party party obligated hereunder to (i) pay dividends or make other distributions to Borrower or any other Subsidiary, or pay any Debt Indebtedness owed to Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party party obligated hereunder or (iii) transfer any of its assets or properties to Borrower or any other Loan Partyparty obligated hereunder, other than, in the cases case of clauses (b) and (c), (A) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases Permitted Indebtedness and other secured Debt Indebtedness or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt Indebtedness or the property leased or licensedlicenses, (B) customary provisions provision in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, and (E) customary provisions in contracts for the disposition of any assets; : provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.
Appears in 1 contract
Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower the Company hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets to Administrative Agent and the Lenders (provided, however, that this clause (b) shall not be deemed to be violated by Company entering into any Term Indebtedness Documents or the Other Bank Documents), or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (i) pay dividends or make other distributions to Borrower the Company or any other Subsidiary, or pay any Debt owed to Borrower the Company or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other thanthan (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, in provided that such restrictions and conditions apply only to the cases of clauses (b) Subsidiary to be sold and (c)such sale is permitted hereunder, (AB) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensedDebt, (BC) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document restrictions on the ability of the Centene Plaza Subsidiary to pay dividends or make other distributions to the Company or any loan documents governing an Approved AR Loan Facility, and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunderother Subsidiary.
Appears in 1 contract
Sources: Credit Agreement (Centene Corp)
Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower the Company hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets to the Administrative Agent and the Lenders or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (i) pay dividends or make other distributions to Borrower the Company or any other Subsidiary, or pay any Debt owed to Borrower the Company or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than: (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, in provided that such restrictions and conditions apply only to the cases of clauses (b) Subsidiary to be sold and (c)such sale is permitted hereunder, (AB) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or that expressly permits Liens for the property leased benefit of the Administrative Agent and the Lenders with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Debt be secured by Liens on an equal and ratable, or licensedjunior, basis, (BC) customary provisions in leases and other contracts restricting the assignment thereof, (CD) restrictions and conditions imposed by law, (DE) those arising under restrictions and conditions binding on any person in existence at the time such person first became a Loan Document Party, so long as such restrictions or any loan documents governing an Approved AR conditions were not entered into in contemplation of such person becoming a Loan FacilityParty, (F) solely in the case of clauses (b) and (Ec)(iii), restrictions and conditions imposed by the 2017 Senior Notes Indenture, the 2022 Senior Notes Indenture, the New Senior Notes Indenture, the credit agreement in respect of any Bridge Loans and any other Debt issued in reliance on Sections 11.1(c) and 11.1(d) (and in the case of the New Senior Notes Indenture, the credit agreement in respect of any Bridge Loans and any other Debt issued in reliance on Sections 11.1(c) and 11.1(d), to the extent such restrictions and conditions are not materially more restrictive, taken as a whole, than any restrictions and conditions contained in the 2017 Senior Notes Indenture and the 2022 Senior Notes Indenture), (G) solely in the case of clauses (b) and (c)(iii), the Real Estate Debt Documents and the Tax Abatement Documents; provided that any negative pledge relates solely to the property securing such Debt, (H) solely in the case of clause (b), customary restrictions that arise in connection with any Liens in favor of any holder of Debt permitted under Section 11.2 but solely to the extent any negative pledge relates to the property secured by such Lien or that expressly permits Liens for the benefit of the Administrative Agent and the Lenders with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Debt be secured by Liens on an equal and ratable, or junior, basis, (I) customary provisions in contracts for the disposition partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements (other than in respect of any assetsWholly-Owned Subsidiary) entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, (J) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business and (K) restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (A) through (K) above; provided that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Company, not materially more restrictive with respect to such restrictions taken as a whole than those in any existence prior to such contract shall apply only to the assets amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or Subsidiary that is to be disposed of and such disposition is permitted hereunderrefinancing.
Appears in 1 contract
Sources: Credit Agreement (Centene Corp)
Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement agreement, including without limitation any amendments to existing agreements, containing any provision which would (a) be violated or breached by any borrowing by Borrower the Company hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to the Administrative Agent and Lenders the Lenders, a Lien on any of its assets assets, now or hereafter acquired, or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (i) pay dividends or make other distributions to Borrower the Company or any other Subsidiary, or pay any Debt owed to Borrower the Company or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than, ; (x) except (in respect of any of the cases of matters referred to in clauses (b) and (c)) above only) for (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (AB) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensedDebt, (BC) customary provisions in leases leases, Joint Venture agreements (created in the ordinary course consistent with past practices) and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under customary provisions restricting assignment or transfer of any Loan Document or any loan documents governing an Approved AR Loan Facility, agreement entered into in the ordinary course of business and (E) any agreement in effect at the time that any Subsidiary is acquired by the Company, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary and (y) except (in respect of the matter described in clause (c)(i) above only) for customary provisions in contracts for restrictions on the disposition ability of any assets; provided that the restrictions in any such contract shall apply only Subsidiary to pay dividends or make other distributions to the assets Company or any other Subsidiary that is or pay any debt owed to be disposed the Company or any other Subsidiary, in each case contained in the Subordinated Debt Documents. The Company shall use its best efforts to avoid entering into Joint Venture agreements which would violate the foregoing terms of and such disposition is permitted hereunderthis Section 11.8.
Appears in 1 contract
Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party to (i) pay dividends or make other distributions to Borrower or any other Subsidiary, or pay any Debt owed to Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than, in the cases of clauses (b) and (c), (A) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensed, (B) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or the ACF Loan Documents or any loan documents governing an Approved AR Loan Facility, Equivalent Credit Line as approved by Agent and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.. #35074903_v10
Appears in 1 contract
Sources: Credit Agreement (Hooper Holmes Inc)
Inconsistent Agreements. Not, The Borrower shall not and shall not permit any other Loan Party to, Subsidiary to enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Borrower hereunder or by the performance by the Borrower or any other Loan Party Subsidiary of any of its Obligations hereunder or under any other Loan Document, (b) prohibit the Borrower or any other Loan Party Subsidiary from granting to Agent and Lenders Lender a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (i) pay dividends or make other distributions to the Borrower or any other Subsidiary, or pay any Debt owed to the Borrower or any other Subsidiary, (ii) make loans or advances to the Borrower or any other Loan Party Subsidiary, or (iii) transfer any of its assets or properties to the Borrower or any other Loan PartySubsidiary, other thanthan (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, in provided that such restrictions and conditions apply only to the cases of clauses (b) Subsidiary to be sold and (c)such sale is permitted hereunder, (AB) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensedDebt, and (BC) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.
Appears in 1 contract
Sources: Loan and Security Agreement (Hill International, Inc.)
Inconsistent Agreements. NotThe Borrower shall not, and shall not permit any other Loan Party Subsidiary to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Borrower hereunder or by the performance by the Borrower or any other Loan Party Subsidiary of any of its Obligations hereunder or under any other Loan Document, (b) prohibit the Borrower or any other Loan Party Subsidiary from granting to Agent and Lenders the Bank a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (i) pay dividends or make other distributions to the Borrower or any other Subsidiary, or pay any Debt owed to the Borrower or any other Subsidiary, (ii) make loans or advances to the Borrower or any other Loan Party Subsidiary, or (iii) transfer any of its assets or properties to the Borrower or any other Loan PartySubsidiary, other thanthan (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, in provided that such restrictions and conditions apply only to the cases of clauses (b) Subsidiary to be sold and (c)such sale is permitted hereunder, (AB) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensedDebt, and (BC) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.
Appears in 1 contract
Sources: Loan and Security Agreement (Boyd Bros Transportation Inc)
Inconsistent Agreements. Not, and not permit any other Loan Party to, Not enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Borrower hereunder or by the performance by the Borrower or any other Loan Party of any of its their respective Obligations hereunder or under any other Loan Document, or (b) prohibit the Borrower or any other Loan Party from granting to the Administrative Agent and Lenders the Lenders, a Lien on any of its assets (other than distribution agreements or licence agreements, provided that with respect to any such distribution agreements or license agreements that prohibit the Borrower or any other Loan Party (other than the Company) from granting to the Administrative Agent Liens on the right to receive payments and other proceeds from the sale of products licensed or distributed under such agreements, the Borrower and each such other applicable Loan Party (other than the Company) shall use their commercially reasonable efforts (it being agreed that this shall not include the payment of any monies) to obtain the consent of the counterparties thereto to permit the Liens of the Administrative Agent under the Loan Documents and the Borrower further agrees to, and to cause the other Loan Parties (other than the Company) to, disclose and schedule such agreements in accordance with the terms contained in the Security referenced in Section 12.1.13(a), or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary of the Borrower to (i) pay dividends or make other distributions to the Borrower or any other SubsidiaryLoan Party, or pay any Debt owed to the Borrower or any other SubsidiaryLoan Party, (ii) make loans or advances to the Borrower or any other Loan Party or (iii) transfer any of its assets or properties to the Borrower or any other Loan Party, other thanthan (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary of the Borrower pending such sale, in provided that such restrictions and conditions apply only to the cases of clauses (b) Subsidiary to be sold and (c)such sale is permitted hereunder, (AB) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensedDebt, (BC) customary provisions in leases and other contracts restricting the assignment or other transfer thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, and (ED) customary provisions in contracts for the disposition organizational documents of any assets; provided Subsidiary of the Borrower that restrict the restrictions transfer of Capital Securities of such Subsidiaries, or (E) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable federal or provincial corporate statutes restricting the payment of dividends in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereundercertain circumstances).
Appears in 1 contract
Inconsistent Agreements. NotEach of the Loan Parties shall not, and shall not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower the Borrowers hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to the Administrative Agent and Lenders the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (i) pay dividends or make other distributions to Borrower the Company or any other Subsidiary, or pay any Debt Indebtedness owed to Borrower the Company or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other thanthan (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, in provided that such restrictions and conditions apply only to the cases of clauses (b) Subsidiary to be sold and (c)such sale is permitted hereunder, (AB) restrictions or conditions imposed by any agreement relating to purchase money DebtIndebtedness, Capital Leases and other secured Debt or to leases and licenses Indebtedness permitted by this Agreement if only to the extent such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensed, Indebtedness and (BC) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.
Appears in 1 contract
Sources: Refinancing Credit Agreement (Westinghouse Air Brake Technologies Corp)
Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement agreement, including without limitation any amendments to existing agreements, containing any provision which would (a) be violated or breached by any borrowing by Borrower the Company hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to the Administrative Agent and Lenders the Lenders, a Lien on any of its assets assets, now or hereafter acquired, or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (i) pay dividends or make other distributions to Borrower the Company or any other Subsidiary, or pay any Debt owed to Borrower the Company or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than, ; (x) except (in respect of any of the cases of matters referred to in clauses (b) and (c)) above only) for (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided, that, such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder, (AB) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensedDebt, (BC) customary provisions in leases leases, Joint Venture agreements (created in the ordinary course consistent with past practices) and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under customary provisions restricting assignment or transfer of any Loan Document or any loan documents governing an Approved AR Loan Facility, agreement entered into in the ordinary course of business and (E) any agreement in effect at the time that any Subsidiary is acquired by the Company, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary and (y) except (in respect of the matter described in clause (c)(i) above only) for customary provisions in contracts for restrictions on the disposition ability of any assets; provided that the restrictions in any such contract shall apply only Subsidiary to pay dividends or make other distributions to the assets Company or any other Subsidiary that is or pay any debt owed to be disposed the Company or any other Subsidiary, in each case contained in the Subordinated Debt Documents. The Company shall use its best efforts to avoid entering into Joint Venture agreements which would violate the foregoing terms of and such disposition is permitted hereunderthis Section 11.8.
Appears in 1 contract
Sources: Credit Agreement (SP Plus Corp)
Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower the Company hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets to the Administrative Agent and the Lenders or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (i) pay dividends or make other distributions to Borrower the Company or any other Subsidiary, or pay any Debt owed to Borrower the Company or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than: (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, in provided that such restrictions and conditions apply only to the cases of clauses (b) Subsidiary to be sold and (c)such sale is permitted hereunder, (AB) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or that expressly permits Liens for the property leased benefit of the Administrative Agent and the Lenders with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Debt be secured by Liens on an equal and ratable, or licensedjunior, basis, (BC) customary provisions in leases and other contracts restricting the assignment thereof, (CD) restrictions and conditions imposed by law, (DE) those arising under restrictions and conditions binding on any person in existence at the time such person first became a Loan Document Party, so long as such restrictions or any loan documents governing an Approved AR conditions were not entered into in contemplation of such person becoming a Loan FacilityParty, (F) solely in the case of clauses (b) and (Ec)(iii), restrictions and conditions imposed by the 2021 Senior Notes Indenture, the 2022 Senior Notes Indenture, the 2024 Senior Notes Indenture, the 2025 Senior Notes Indenture, the New Senior Notes Indenture, the credit agreement in respect of any Bridge Loans and any other Debt issued in reliance on Sections 11.1(c) and 11.1(d) (and in the case of the New Senior Notes Indenture, the credit agreement in respect of any Bridge Loans and any other Debt issued in reliance on Sections 11.1(c) and 11.1(d), to the extent such restrictions and conditions are not materially more restrictive, taken as a whole, than any restrictions and conditions contained in the 2021 Senior Notes Indenture, the 2022 Senior Notes Indenture, the 2024 Senior Notes Indenture and the 2025 Senior Notes Indenture), (G) solely in the case of clauses (b) and (c)(iii), the Real Estate Debt Documents and the Tax Abatement Documents; provided that any negative pledge relates solely to the property securing such Debt, (H) solely in the case of clause (b), customary restrictions that arise in connection with any Liens in favor of any holder of Debt permitted under Section 11.2 but solely to the extent any negative pledge relates to the property secured by such Lien or that expressly permits Liens for the benefit of the Administrative Agent and the Lenders with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Debt be secured by Liens on an equal and ratable, or junior, basis, (I) customary provisions in contracts for the disposition partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements (other than in respect of any assetsWholly-Owned Subsidiary) entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, (J) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business and (K) restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (A) through (K) above; provided that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Company, not materially more restrictive with respect to such restrictions taken as a whole than those in any existence prior to such contract shall apply only to the assets amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or Subsidiary that is to be disposed of and such disposition is permitted hereunderrefinancing.
Appears in 1 contract
Sources: Credit Agreement (Centene Corp)
Inconsistent Agreements. Not, and not permit any other Loan Party or its Subsidiaries to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to the Administrative Agent and Lenders the Lenders, a Lien on any of its assets (other than, to the extent reasonably acceptable to the Administrative Agent, pursuant to the Chip Mill Outsourcings) or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary (other Loan Party than any Securitization Entity or, to the extent reasonably acceptable to the Administrative Agent, pursuant to the Chip Mill Outsourcings) to (i) pay dividends or make other distributions to the Borrower or any other Subsidiary, or pay any Debt owed to the Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than, in the cases of clauses (b) and (c), than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensed, and (BC) customary provisions in leases and other contracts restricting the assignment thereof; provided that, the foregoing restrictions set forth in clauses (a), (Cb) restrictions and conditions (c) of this Section 7.09 shall not apply to any prohibition, encumbrance, restriction, limitation or condition imposed by lawany agreement or instrument evidencing Indebtedness permitted under this Agreement, so long as any such prohibition, encumbrance, restriction, limitation or condition permits and does not limit or restrict the financings evidenced by the Loan Documents (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facilityincluding all grants of Collateral in connection herewith and all payments of principal, interest, fees, costs and expenses required hereby), and so long as such prohibitions, encumbrances, restrictions, limitations and conditions, taken as a whole, are not more restrictive or limiting than those set forth in the Loan Documents (E) customary provisions with the understanding that covenants of the type customarily included in contracts for agreements or instruments related to high-yield, non-investment grade or investment grade debt, as applicable, shall be deemed to be not more restrictive or limiting than those set forth in the disposition of any assetsLoan Documents; provided provided, however, that to the restrictions in extent any such contract specific covenant imposed by any agreement or instrument evidencing other Indebtedness permitted by this Agreement is in fact more restrictive or limiting than the corresponding covenant contained in this Agreement, then such specific covenant shall be deemed, automatically and without further action, to be included in this Agreement and to apply only to the assets or Subsidiary that is to be disposed of Loan Parties and such disposition is permitted hereunderthe Obligations as if fully set forth herein).
Appears in 1 contract
Inconsistent Agreements. Not, No Borrower shall and shall not permit any other Loan Party Subsidiary to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by any Borrower hereunder or by the performance by any Borrower or any other Loan Party Subsidiary of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Borrower or any other Loan Party Subsidiary from granting to Agent and Lenders the Bank a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (i) pay dividends or make other distributions to any Borrower or any other Subsidiary, or pay any Debt owed to any Borrower or any other Subsidiary, (ii) make loans or advances to any Borrower or any other Loan Party Subsidiary, or (iii) transfer any of its assets or properties to any Borrower or any other Loan PartySubsidiary, other thanthan (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, in provided that such restrictions and conditions apply only to the cases of clauses (b) Subsidiary to be sold and (c)such sale is permitted hereunder, (AB) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensedDebt, and (BC) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.
Appears in 1 contract
Inconsistent Agreements. Not, and not permit any other Loan Party Subsidiary to, enter into any agreement containing any provision which would (a) a)to the extent constituting a Material Contract, be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (i) pay dividends or make other distributions to Borrower or any other Subsidiary, or pay any Debt owed to Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than, in the cases of clauses (b) and (c), than (A) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensed, (B) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan FacilityDocument, and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder, (F) any Permitted Lien or any document or instrument governing any Permitted Lien, provided, that, any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (G) customary provisions regarding confidentiality or restricting assignment, pledges or transfer of any Permitted License or any other agreement entered into in the ordinary course of business, (H) customary provisions in joint venture agreements and other similar agreements applicable to, and agreements evidencing Debt of, Joint Ventures permitted under Section 7.10 and applicable solely to the assets of such Joint Ventures, so long as such provisions and restrictions remain in effect, (I) restrictions or encumbrances in any agreement in effect at the time such Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary, and (J) Permitted Convertible Bond Indebtedness.
Appears in 1 contract
Sources: Credit Agreement (pSivida Corp.)
Inconsistent Agreements. Not, and not permit any other of the Loan Party Parties and their Subsidiaries to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Administrative Agent and Lenders the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (i) pay dividends or make other distributions to Borrower or any other Subsidiary, or pay any Debt owed to Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other thanthan (a) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, in provided that such restrictions and conditions apply only to the cases of clauses Subsidiary to be sold and such sale is permitted hereunder; (b) and (c), (A) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensed, Debt; (Bc) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, ; and (Ed) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunderLoan Documents.
Appears in 1 contract
Inconsistent Agreements. Not, and not permit any other Loan Party or, Domestic Wholly-Owned Subsidiary to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower the Borrowers hereunder or by the performance by Borrower or any other Loan Party or Subsidiary of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to the Administrative Agent and Lenders the Lenders, a Lien on any of its assets (other than distribution agreements or license agreements, provided that with respect to any such distribution agreements or license agreement that prohibit any Loan Party from granting to the Administrative Agent Liens on the right to receive payments and other proceeds from the sale of products licensed or distributed under such agreements, the Borrowers shall use their commercially reasonable efforts (it being agreed that this shall not include the payment of any monies) to obtain the consent of the counterparties thereto to permit the Liens of the Administrative Agent under the Loan Documents and the Borrowers further agree to, and to cause the other Loan Parties to, disclose and schedule such agreements in accordance with the terms of the Guaranty and Security Agreement) or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (i) pay dividends or make other distributions to Borrower any Loan Party or any other Subsidiary, or pay any Debt owed to Borrower any Loan Party or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other thanthan (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, in provided that such restrictions and conditions apply only to the cases of clauses (b) Subsidiary to be sold and (c)such sale is permitted hereunder, (AB) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensedDebt, (BC) customary provisions in leases and other contracts restricting the assignment or other transfer thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, and (ED) customary provisions in contracts for the disposition organizational documents of any assets; provided that the restrictions in any such contract shall apply only to the assets or Foreign Subsidiary that is to be disposed restrict the transfer of Capital Securities of such Subsidiaries, or (E) any applicable law, rule or regulation (including, without limitation, applicable currency control laws and such disposition is permitted hereunderapplicable state corporate statutes restricting the payment of dividends in certain circumstances).
Appears in 1 contract
Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party to (i) pay dividends or make other distributions to Borrower or any other Subsidiary, or pay any Debt owed to Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than, in the cases of clauses (b) and (c), (A) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensed, (B) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, and (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.
Appears in 1 contract
Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower the Company hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets to the Administrative Agent and the Lenders or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (i) pay dividends or make other distributions to Borrower the Company or any other Subsidiary, or pay any Debt owed to Borrower the Company or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than: (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, in provided that such restrictions and conditions apply only to the cases of clauses (b) Subsidiary to be sold and (c)such sale is permitted hereunder, (AB) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or that expressly permits Liens for the property leased benefit of the Administrative Agent and the Lenders with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Debt be secured by Liens on an equal and ratable, or licensedjunior, basis, (BC) customary provisions in leases and other contracts restricting the assignment thereof, (CD) restrictions and conditions imposed by law, (DE) those arising under restrictions and conditions binding on any person in existence at the time such person first became a Loan Document Party, so long as such restrictions or any loan documents governing an Approved AR conditions were not entered into in contemplation of such person becoming a Loan FacilityParty, (F) solely in the case of clauses (b) and (Ec)(iii), restrictions and conditions imposed by the 2021 Senior Notes Indenture, the 2022 Senior Notes Indenture, the 2024 Senior Notes Indenture, the 2025 Senior Notes Indenture, the 2026 Senior Notes Indenture, the New Senior Notes Indenture, the credit agreement in respect of any Bridge Loans and any other Debt issued in reliance on Sections 11.1(c) and 11.1(d) (and in the case of the New Senior Notes Indenture, the credit agreement in respect of any Bridge Loans and any other Debt issued in reliance on Sections 11.1(c) and 11.1(d), to the extent such restrictions and conditions are not materially more restrictive, taken as a whole, than any restrictions and conditions contained in the 2021 Senior Notes Indenture, the 2022 Senior Notes Indenture, the 2024 Senior Notes Indenture, the 2025 Senior Notes Indenture and the 2026 Senior Notes Indenture), (G) solely in the case of clauses (b) and (c)(iii), the Real Estate Debt Documents and the Tax Abatement Documents; provided that any negative pledge relates solely to the property securing such Debt, (H) solely in the case of clause (b), customary restrictions that arise in connection with any Liens in favor of any holder of Debt permitted under Section 11.2 but solely to the extent any negative pledge relates to the property secured by such Lien or that expressly permits Liens for the benefit of the Administrative Agent and the Lenders with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Debt be secured by Liens on an equal and ratable, or junior, basis, (I) customary provisions in contracts for the disposition partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements (other than in respect of any assetsWholly-Owned Subsidiary) entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, (J) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (K) solely in the case of clauses (b) and (c), the Existing Wellington Notes and (L) restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (A) through (L) above; provided that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Company, not materially more restrictive with respect to such restrictions taken as a whole than those in any existence prior to such contract shall apply only to the assets amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or Subsidiary that is to be disposed of and such disposition is permitted hereunderrefinancing.
Appears in 1 contract
Sources: Credit Agreement (Centene Corp)
Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing Borrowing by any Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to the Administrative Agent and Lenders the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (i) pay dividends or make other distributions to any Borrower or any other Subsidiary, or pay any Debt owed to any Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than, in the cases of clauses (b) and (c), than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensed, Debt; (BC) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions ; and conditions imposed by law, (D) those arising under restrictions on any Loan Document or any loan documents governing an Approved AR Loan FacilitySpecial Purpose Finance Subsidiary and assets of such Special Purpose Finance Subsidiary, and (E) customary provisions which restrictions are contained in contracts the applicable Permitted Receivables Facility for the disposition of any assets; provided that the restrictions in any which such contract shall apply only to the assets or Special Purpose Finance Subsidiary that is to be disposed of and such disposition is permitted hereunderwas created.
Appears in 1 contract
Inconsistent Agreements. Not, The Borrower shall not and shall not permit any other Loan Party to, Subsidiary to enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Borrower hereunder or by the performance by the Borrower or any other Loan Party Subsidiary of any of its Obligations hereunder or under any other Loan Document, (b) prohibit the Borrower or any other Loan Party Restricted Subsidiary from granting to Agent and Lenders the Bank a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (i) pay dividends or make other distributions to the Borrower or any other Restricted Subsidiary, or pay any Debt owed to the Borrower or any other Restricted Subsidiary, (ii) make loans or advances to the Borrower or any other Loan Party Restricted Subsidiary, or (iii) transfer any of its assets or properties to the Borrower or any other Loan PartyRestricted Subsidiary, other thanthan (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, in provided that such restrictions and conditions apply only to the cases of clauses (b) Subsidiary to be sold and (c)such sale is permitted hereunder, (AB) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensedDebt, and (BC) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.
Appears in 1 contract
Inconsistent Agreements. NotThe Borrower shall not, and shall cause each of its Subsidiaries to not, and not permit any other Loan Borrower Affiliate Party to, enter into any agreement (except agreements relating to the Permitted Senior Debt) containing any provision which would (a) be violated or breached by any borrowing by the Borrower hereunder or by the performance by any Borrower or any other Loan Affiliate Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit the Borrower or any other Loan Party from granting to the Agent and Lenders the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary of Borrower to (i) pay dividends or make other distributions to the Borrower or any other SubsidiarySubsidiary of Borrower, or pay any Debt Indebtedness owed to the Borrower or any other Subsidiary, (ii) make loans or advances to any Borrower or any other Loan Affiliate Party or (iii) transfer any of its assets or properties to any Borrower or any other Loan Affiliate Party, other thanthan (a) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, in provided that such restrictions and conditions apply only to the cases of clauses Subsidiary to be sold and such sale is permitted hereunder, (b) and (c), (A) restrictions or conditions imposed by any agreement relating to purchase money DebtIndebtedness, Capital Leases capital leases and other secured Debt or to leases and licenses Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensed, Indebtedness and (Bc) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.
Appears in 1 contract
Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower the Company hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets to the Administrative Agent and the Lenders or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (i) pay dividends or make other distributions to Borrower the Company or any other Subsidiary, or pay any Debt owed to Borrower the Company or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than: (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, in provided that such restrictions and conditions apply only to the cases of clauses (b) Subsidiary to be sold and (c)such sale is permitted hereunder, (AB) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or that expressly permits Liens for the property leased benefit of the Administrative Agent and the Lenders with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Debt be secured by Liens on an equal and ratable, or licensedjunior, basis, (BC) customary provisions in leases and other contracts restricting the assignment thereof, (CD) restrictions and conditions imposed by lawLaw, (DE) those arising under restrictions and conditions binding on any person in existence at the time such person first became a Loan Document Party, so long as such restrictions or any loan documents governing an Approved AR conditions were not entered into in contemplation of such person becoming a Loan FacilityParty, (F) solely in the case of clauses (b) and (Ec)(iii), restrictions and conditions imposed by the 2024 Magellan Notes Indenture, the 2026 Senior Notes Indenture, the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Notes Indenture, the 2026 Exchange Notes Indenture, the 2027 Senior Notes Indenture, the 2028 Senior Notes Indenture, the 2029 Senior Notes Indenture, the 2030 Senior Notes Indenture, the 2031 Senior Notes Indenture, the 2.625% 2031 Senior Notes Indenture, the 3.00% 2030 Senior Notes Indenture, the credit agreement in respect of any Bridge Loans and any other Debt issued in reliance on Section 11.1(c) (and in the case of the credit agreement in respect of the Bridge Loans and any other Debt issued in reliance on Section 11.1(c), to the extent such restrictions and conditions are not materially more restrictive, taken as a whole, than any restrictions and conditions contained in the 2024 Magellan Notes, the 2026 Exchange Notes Indenture, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Notes Indenture, the 2027 Senior Notes Indenture, the 2028 Senior Notes Indenture, the 2029 Senior Notes Indenture, the 2030 Senior Notes Indenture, the 2031 Senior Notes Indenture, the 2.625% 2031 Senior Notes Indenture and the 3.00% 2030 Senior Notes Indenture), (G) solely in the case of clauses (b) and (c)(iii), the Real Estate Debt Documents and the Tax Abatement Documents; provided that any negative pledge relates solely to the property securing such Debt, (H) solely in the case of clause (b), customary restrictions that arise in connection with any Liens in favor of any holder of Debt permitted under Section 11.2 but solely to the extent any negative pledge relates to the property secured by such Lien or that expressly permits Liens for the benefit of the Administrative Agent and the Lenders with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Debt be secured by Liens on an equal and ratable, or junior, basis, (I) customary provisions in contracts for the disposition partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements (other than in respect of any assetsWholly-Owned Subsidiary) entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, (J) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (K) solely in the case of clauses (b) and (c), the 2024 Magellan Notes and the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Notes and (L) restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (A) through (L) above; provided that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Company, not materially more restrictive with respect to such restrictions taken as a whole than those in any existence prior to such contract shall apply only to the assets amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or Subsidiary that is to be disposed of and such disposition is permitted hereunderrefinancing.
Appears in 1 contract
Sources: Credit Agreement (Centene Corp)
Inconsistent Agreements. NotThe Company will not, and will not permit any of the other Loan Party Note Parties to, enter into any agreement containing any provision which would (a) be violated or breached by the issuance of any borrowing by Borrower hereunder or by Notes, the performance by Borrower or any other Loan Note Party of any of its Obligations obligations hereunder or under any other Loan Note Document, (b) prohibit Borrower or any other Loan Note Party from granting to Agent and Lenders the Collateral Agent, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (i) pay dividends or make other distributions to Borrower the Company or any other SubsidiaryNote Party, or pay any Debt Indebtedness owed to Borrower the Company or any other SubsidiaryNote Party, (ii) make loans or advances to Borrower or any other Loan Note Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Note Party, other than, in the cases of clauses (b) and (c), than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money DebtIndebtedness, Capital Leases and other secured Debt or to leases and licenses Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensedIndebtedness, (BC) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions thereof and conditions imposed by law, (D) those provisions contained in the Senior Credit Documents, for so long as the obligations arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only thereunder are subject to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunderIntercreditor Agreement.
Appears in 1 contract
Sources: Note Purchase and Private Shelf Agreement (Primoris Services Corp)
Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party to (i) pay dividends or make other distributions to Borrower or any other SubsidiaryLoan Party, or pay any Debt owed to Borrower or any other SubsidiaryLoan Party, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than, in the cases of clauses (b) and (c), (A) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensed, (B) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facilityany Subordinated Debt, and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.
Appears in 1 contract
Sources: Credit Agreement (DarioHealth Corp.)
Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower the Borrowers hereunder or by the performance by Borrower or any other Loan Party or Subsidiary of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to the Administrative Agent and Lenders the Lenders, a Lien on any of its assets (other than distribution agreements or license agreements, provided that with respect to any such distribution agreements or license agreement that prohibit any Loan Party from granting to the Administrative Agent Liens on the right to receive payments and other proceeds from the sale of products licensed or distributed under such agreements, the Borrowers shall use their commercially reasonable efforts (it being agreed that this shall not include the payment of any monies) to obtain the consent of the counterparties thereto to permit the Liens of the Administrative Agent under the Loan Documents and the Borrowers further agree to, and to cause the other Loan Parties to, disclose and schedule such agreements in accordance with the terms of the Guaranty and Security Agreement) or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (i) pay dividends or make other distributions to Borrower any Loan Party or any other Subsidiary, or pay any Debt owed to Borrower any Loan Party or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other thanthan (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, in provided that such restrictions and conditions apply only to the cases of clauses (b) Subsidiary to be sold and (c)such sale is permitted hereunder, (AB) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensedDebt, (BC) customary provisions in leases and other contracts restricting the assignment or other transfer thereof, (C) restrictions and conditions imposed by law, (D) those arising under customary provisions in organizational documents of any Loan Document Foreign Subsidiary that restrict the transfer of Capital Securities of such Subsidiaries, or any loan documents governing an Approved AR Loan Facility, and (E) customary provisions any applicable law, rule or regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the payment of dividends in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereundercertain circumstances).
Appears in 1 contract
Inconsistent Agreements. Not, and not suffer or permit the Holders or any other Loan Party to, enter into any agreement containing any provision which would (ai) be violated or breached by any borrowing by the Borrower hereunder or by the performance by the Holders, the Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (bii) prohibit the Holders, the Borrower or any other Loan Party from granting to the Agent and Lenders the Lender a Lien on any of its assets that constitute Collateral or (ciii) other than pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (ix) pay dividends or make other distributions to the Borrower or any other Wholly-Owned Subsidiary, or pay any Debt owed to the Borrower or any other Wholly-Owned Subsidiary, (iiy) make loans or advances to the Borrower or any other Loan Party Wholly-Owned Subsidiary or (iiiz) transfer any of its assets or properties to the Borrower or any other Loan PartyWholly-Owned Subsidiary, other thanexcept, in the cases case of clauses clause (ii) and (iii) above: (a) negative pledges and restrictions on Liens in favor of any holder of Debt permitted under Section 7.1(b) but solely to the extent any negative pledge or limitation on Liens relates to the property that is the subject of such Debt and the proceeds and products thereof, (b) and customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (c), (A) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensed, (B) customary provisions restricting assignment of any agreement entered into in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facilityordinary course of business, and (Ed) customary provisions in contracts for the disposition of any assets; provided prohibitions and limitations that the restrictions in any such contract shall apply only exist pursuant to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunderApplicable Law.
Appears in 1 contract
Inconsistent Agreements. Not, The Borrower shall not and shall not permit any other Loan Party to, Subsidiary to enter into any material agreement (other than the Loan Documents) containing any provision which would (a) be violated or breached by any borrowing by the Borrower hereunder or by the performance by the Borrower or any other Loan Party Subsidiary of any of its Obligations hereunder or under any other Loan Document, (b) prohibit the Borrower or any other Loan Party Subsidiary from granting to Agent and Lenders the Bank a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (i) pay dividends or make other distributions to the Borrower or any other Subsidiary, or pay any Debt owed to the Borrower or any other Subsidiary, (ii) make loans or advances to the Borrower or any other Loan Party Subsidiary, or (iii) transfer any of its assets or properties to the Borrower or any other Loan PartySubsidiary, other thanthan (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, in provided that such restrictions and conditions apply only to the cases of clauses (b) Subsidiary to be sold and (c)such sale is permitted hereunder, (AB) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensedDebt, and (BC) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.
Appears in 1 contract
Sources: Loan and Security Agreement (Argyle Security, Inc.)
Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party to (i) pay dividends or make other distributions to Borrower or any other Subsidiary, or pay any Debt owed to Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than, in the cases of clauses (b) and (c), (A) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensed, (B) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, Facility and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.. [Solsys Medical] A&R Credit Agreement
Appears in 1 contract
Sources: Credit Agreement (Misonix Inc)
Inconsistent Agreements. Not, and not permit any other Loan Party Restricted Subsidiary to, enter into any agreement agreement, document or instrument after the Closing Date containing any provision which would (a) be violated or breached by any borrowing by Borrower the Company hereunder or by the performance by Borrower or any other Loan Party the Company of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower the Company or any other Loan Party Restricted Subsidiary from granting to the Administrative Agent and Lenders the Lenders, a Lien on any of its assets (other than any provision in any agreement relating to Debt secured by Liens permitted under Section 11.2(k), Acquired Debt, Nonrecourse Debt or Permitted Receivables Transactions that prohibits the Company or such Restricted Subsidiary from granting a Lien to the Administrative Agent and the Lenders upon the asset or assets which secure such Debt or otherwise directly corresponding with such financing), or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Restricted Subsidiary to (i) pay dividends or make other distributions to Borrower the Company or any other Wholly-Owned Subsidiary, or pay any Debt owed to Borrower the Company or any other Restricted Subsidiary, (ii) make loans or advances to Borrower the Company or any other Loan Party Restricted Subsidiary or (iii) transfer any of its assets or properties to Borrower the Company or any other Loan PartyRestricted Subsidiary, other than, in the cases of clauses (b) and (c), than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions conditions, other than those prohibited by clause (b), imposed by any agreement relating to purchase money Debt secured by Liens permitted under Section 11.2(k), Acquired Debt, Capital Leases Nonrecourse Debt, Permitted Receivables Transactions and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensed, and (BC) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.
Appears in 1 contract
Sources: Credit Agreement (Aar Corp)
Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement agreement, including without limitation any amendments to existing agreements, containing any provision which would (a) be violated or breached by any borrowing by Borrower the Company hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to the Collateral Agent and Lenders the Lenders, a Lien on any of its assets assets, now or hereafter acquired, or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (i) pay dividends or make other distributions to Borrower the Company or any other Subsidiary, or pay any Debt owed to Borrower the Company or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, ; other than, in the cases of clauses (b) and (c), than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensed, and (BC) customary provisions in leases leases, Joint Venture agreements (created in the ordinary course consistent with past practices) and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, and (E) customary provisions in contracts for . The Company shall use its best efforts to avoid entering into Joint Venture agreements which would violate the disposition foregoing terms of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunderthis Section 11.8.
Appears in 1 contract
Inconsistent Agreements. Not, and not permit any other Loan Party to, Not enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Administrative Agent and Lenders the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (i) pay dividends or make other distributions to any Loan Party that is the Borrower or any other Subsidiarya Guarantor, or pay any Debt owed to any Loan Party that is the Borrower or any other Subsidiarya Guarantor, (ii) make loans or advances to any Loan Party that is the Borrower or any other Loan Party a Guarantor, or (iii) transfer any of its assets or properties to any Loan Party that is the Borrower or any other Loan Partya Guarantor, other thanthan (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, in provided that such restrictions and conditions apply only to the cases of clauses (b) Subsidiary to be sold and (c)such sale is permitted hereunder, (AB) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensed, and (BC) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.
Appears in 1 contract
Sources: Credit Agreement (Infrastructure & Energy Alternatives, Inc.)
Inconsistent Agreements. Not, and not permit any other Loan Note Party or Subsidiary to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower the Companies hereunder or by the performance by Borrower the Companies or any other Loan Note Party of any of its Obligations hereunder or under any other Loan Investment Document, (b) prohibit Borrower the Companies or any other Loan Note Party from granting to Agent and Lenders Purchasers a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Note Party to (i) pay dividends or make other distributions to Borrower the Companies or any other Subsidiary, or pay any Debt owed to Borrower the Companies or any other Subsidiary, (ii) make loans or advances to Borrower the Companies or any other Loan Note Party or (iii) transfer any of its assets or properties to Borrower the Companies or any other Loan PartyNote Party other than (A) customary restrictions and conditions contained in agreements relating to the sale of the capital stock or assets of any Subsidiary pending such sale, other than, in provided such restrictions and conditions apply only to the cases of clauses (b) capital stock or assets to be sold and (c)such sale is permitted hereunder, (AB) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensedDebt, (BC) customary provisions in leases leases, licenses and other contracts restricting the assignment thereof, (C) restrictions thereof and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunderSenior Debt Documents.
Appears in 1 contract
Sources: Subordination Agreement (CNL Strategic Capital, LLC)
Inconsistent Agreements. Not, and not suffer or permit any other Loan Party or any other Subsidiary to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (bi) prohibit the Borrower or any other Loan Party from granting to the Agent and Lenders a Lien on any of its assets that constitute Collateral or (cii) other than pursuant to the Loan Documents, create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (ix) pay dividends or make other distributions to Borrower Parent or any other Wholly-Owned Subsidiary, or pay any Debt owed to Borrower Parent or any other Wholly-Owned Subsidiary, (iiy) make loans or advances to Borrower Parent or any other Loan Party Wholly-Owned Subsidiary or (iiiz) transfer any of its assets or properties Collateral to Borrower Parent or any other Loan PartyWholly-Owned Subsidiary, other thanexcept, in the cases of clauses each case, (ba) negative pledges and restrictions (i) under agreements permitted under Section 7.1(b), (d), (m)¸ (n), and (p), Section 7.2(g), (h) and (c), (Ai) restrictions and Section 7.4 but solely to the extent any negative pledge or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only limitation on Liens relates to the property that is the subject of such Debt or assets applicable agreement or the cash securing such Debt or applicable obligations, and the property leased or licensedproceeds and products thereof, and (ii) in respect of the Connecticut Assets and the proceeds and products thereof, (Bb) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (c) customary provisions restricting assignment of any agreement entered into in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facilityordinary course of business, and (Ed) customary provisions in contracts for the disposition of any assets; provided prohibitions and limitations that the restrictions in any such contract shall apply only exist pursuant to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunderApplicable Law.
Appears in 1 contract
Inconsistent Agreements. NotBorrower agrees that it will not, and not permit any other Loan Party Parent Entity to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Credit Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party Parent Entity from granting to Administrative Agent and Lenders the Lenders, a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (i) pay dividends or make other distributions to Borrower or any other SubsidiaryParent Entity, or pay any Debt Indebtedness owed to Borrower or any other SubsidiaryParent Entity, (ii) make loans or advances to Borrower or any other Loan Party Parent Entity or (iii) transfer any of its assets or properties to Borrower or any other Loan PartyParent Entity, other than, in the cases of clauses (b) and (c), than (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary of Parent (other than Borrower) pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder (B) restrictions or conditions imposed by any agreement relating to purchase money DebtIndebtedness, Capital Leases and other secured Debt or to leases and licenses Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensed, Indebtedness and (BC) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.
Appears in 1 contract
Inconsistent Agreements. Not, and The Borrower shall not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by the Borrower hereunder or by the performance by the Borrower or any other Loan Party Subsidiary of any of its Obligations hereunder or under any other Loan Document, (b) prohibit the Borrower or any other Loan Party Subsidiary from granting to Agent and Lenders the Lender a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (i) pay dividends or make other distributions to the Borrower or any other Subsidiary, or pay any Debt owed to the Borrower or any other Subsidiary, (ii) make loans or advances to the Borrower or any other Loan Party Subsidiary, or (iii) transfer any of its assets or properties to the Borrower or any other Loan PartySubsidiary, other thanthan (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, in provided that such restrictions and conditions apply only to the cases of clauses (b) Subsidiary to be sold and (c)such sale is permitted hereunder, (AB) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensedDebt, and (BC) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.
Appears in 1 contract
Inconsistent Agreements. Not, The Borrowers shall not and shall not permit any other Loan Party to, Subsidiary to enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower the Borrowers hereunder or by the performance by Borrower the Borrowers or any other Loan Party Subsidiary of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower the Borrowers or any other Loan Party Subsidiary from granting to Agent and Lenders the Bank a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (i) pay dividends or make other distributions to Borrower the Borrowers or any other Subsidiary, or pay any Debt owed to Borrower the Borrowers or any other Subsidiary, (ii) make loans or advances to Borrower the Borrowers or any other Loan Party Subsidiary, or (iii) transfer any of its assets or properties to Borrower the Borrowers or any other Loan PartySubsidiary, other thanthan (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, in provided that such restrictions and conditions apply only to the cases of clauses (b) Subsidiary to be sold and (c)such sale is permitted hereunder, (AB) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensedDebt, and (BC) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.
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Inconsistent Agreements. NotBorrower shall not, and shall cause each of its Subsidiaries to not, and shall not permit any other Loan Borrower Affiliate Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by any Borrower or any other Loan Affiliate Party of any of its Obligations hereunder or under any other Loan Document, ; (b) prohibit Borrower or any other Loan Party from granting to the Administrative Agent and the Lenders a Lien on any of its assets; (c) restrict, or purport to restrict, the ability of any Borrower Affiliate Party to (i) amend this Agreement or any other Loan Document, (ii) sell any of its assets or (ciii) create or incur Indebtedness; or (d) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary of Borrower to (i) pay dividends or make other distributions to Borrower or any other SubsidiarySubsidiary of Borrower, or pay any Debt Indebtedness owed to Borrower or any other Subsidiary, (ii) make loans or advances to any Borrower or any other Loan Affiliate Party or (iii) transfer any of its assets or properties to any Borrower Affiliate Party; other than (w) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any other Loan PartySubsidiary pending such sale, other thanprovided, in that such restrictions and conditions apply only to the cases of clauses (b) Subsidiary to be sold and (c)such sale is permitted hereunder, (Ax) restrictions or conditions imposed by any agreement relating to purchase money DebtIndebtedness, Capital Leases capital leases and other secured Debt or to leases and licenses Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensedIndebtedness, (By) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, thereof and (Ez) customary provisions any agreement relating to Permitted Refinancing Indebtedness in contracts for the disposition respect of any assets; provided that the restrictions in any such contract shall apply only Indebtedness incurred pursuant to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunderSection 7.2.1(a).
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Inconsistent Agreements. Not, and not permit Neither the Borrower nor any other Loan Party to, Guarantor shall enter into any material agreement containing any provision which would (a) be violated or breached by any borrowing by the Borrower hereunder or by the performance by the Borrower or any other Loan Party Guarantor of any of its Obligations hereunder or under any other Loan Document, (b) prohibit the Borrower or any other Loan Party Guarantor from granting to Agent and Lenders the Lender a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (i) pay dividends or make other distributions to the Borrower or any other Subsidiary, or pay any Debt owed to the Borrower or any other SubsidiaryGuarantor, (ii) make loans or advances to the Borrower or any other Loan Party Guarantor, or (iii) transfer any of its assets or properties to the Borrower or any other Loan PartyGuarantor, other thanthan (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, in provided that such restrictions and conditions apply only to the cases of clauses (b) Subsidiary to be sold and (c)such sale is permitted hereunder, (AB) restrictions or conditions imposed by any agreement relating to purchase money Permitted Debt, Capital Leases and other secured Permitted Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or the property leased or licensedPermitted Debt, and (BC) customary provisions in leases and other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any Loan Document or any loan documents governing an Approved AR Loan Facility, and (E) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder.
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Sources: Loan Agreement (Golden Minerals Co)
Inconsistent Agreements. Not, and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower the Company hereunder or by the performance by Borrower or any other Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets to the Administrative Agent and the Lenders or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party Subsidiary to (i) pay dividends or make other distributions to Borrower the Company or any other Subsidiary, or pay any Debt owed to Borrower the Company or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party or (iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than: (A) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, in provided that such restrictions and conditions apply only to the cases of clauses (b) Subsidiary to be sold and (c)such sale is permitted hereunder, (AB) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt or that expressly permits Liens for the property leased benefit of the Administrative Agent and the Lenders with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Debt be secured by Liens on an equal and ratable, or licensedjunior, basis, (BC) customary provisions in leases and other contracts restricting the assignment thereof, (CD) restrictions and conditions imposed by lawLaw, (DE) those arising under restrictions and conditions binding on any person in existence at the time such person first became a Loan Document Party, so long as such restrictions or any loan documents governing an Approved AR conditions were not entered into in contemplation of such person becoming a Loan FacilityParty, (F) solely in the case of clauses (b) and (Ec)(iii), restrictions and conditions imposed by the 2021 Senior Notes Indenture, the 2022 Senior Notes Indenture, the 2024 Senior Notes Indenture, the 2025 Senior Notes Indenture, the 2026 Senior Notes Indenture, the New Senior Notes Indenture, the credit agreement in respect of any Bridge Loans and any other Debt issued in reliance on Sections 11.1(c) and 11.1(d) (and in the case of the New Senior Notes Indenture, the credit agreement in respect of any Bridge Loans and any other Debt issued in reliance on Sections 11.1(c) and 11.1(d), to the extent such restrictions and conditions are not materially more restrictive, taken as a whole, than any restrictions and conditions contained in the 2021 Senior Notes Indenture, the 2022 Senior Notes Indenture, the 2024 Senior Notes Indenture, the 2025 Senior Notes Indenture and the 2026 Senior Notes Indenture), (G) solely in the case of clauses (b) and (c)(iii), the Real Estate Debt Documents and the Tax Abatement Documents; provided that any negative pledge relates solely to the property securing such Debt, (H) solely in the case of clause (b), customary restrictions that arise in connection with any Liens in favor of any holder of Debt permitted under Section 11.2 but solely to the extent any negative pledge relates to the property secured by such Lien or that expressly permits Liens for the benefit of the Administrative Agent and the Lenders with respect to the Loans and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Debt be secured by Liens on an equal and ratable, or junior, basis, (I) customary provisions in contracts for the disposition partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements (other than in respect of any assetsWholly-Owned Subsidiary) entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, (J) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (K) solely in the case of clauses (b) and (c), the Existing Wellington Notes and (L) restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (A) through (L) above; provided that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Company, not materially more restrictive with respect to such restrictions taken as a whole than those in any existence prior to such contract shall apply only to the assets amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or Subsidiary that is to be disposed of and such disposition is permitted hereunderrefinancing.
Appears in 1 contract
Sources: Credit Agreement (Centene Corp)