Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances to or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law and agreements with governmental authorities; (2) the Securities, this Indenture or any Guarantee thereof; (A) customary provisions restricting (1) the subletting or assignment of or under any lease or (2) the transfer of copyrighted or patented materials, (B) provisions in agreements that restrict the assignment or other transfer of such agreements (or property that is the subject thereof) or rights thereunder or (C) provisions of a customary nature contained in the terms of Capital Stock restricting the payment of dividends and the making of distributions on Capital Stock; (4) any agreement or instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than (a) the Person or the properties or assets of the Person so acquired (including the Capital Stock of such Person), or (b) any Restricted Subsidiary having no assets other than (i) the Person or the properties or assets of the Person so acquired (including the Capital Stock of such Person) and (ii) other assets having a fair market value not in excess of $5.0 million, and, in each case, the monetary proceeds thereof; (5) any agreement or instrument (A) in effect at or entered into on the Issue Date, (B) governing Secured Indebtedness, including the Credit Agreement permitted to be incurred pursuant to Section 4.04, or (C) governing Indebtedness of any Restricted Subsidiary (other than the Issuer) that is not a Guarantor; (6) any agreement or instrument governing Indebtedness incurred pursuant to clause (9) or (13) of the definition of “Permitted Indebtedness”; (7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture; (8) restrictions imposed by any agreement to sell assets not in violation of this Indenture to any Person pending the closing of such sale; (9) customary rights of first refusal with respect to the Company’s and its Restricted Subsidiaries’ interests in their respective Restricted Subsidiaries (other than Wholly Owned Restricted Subsidiaries) and joint ventures; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) customary provisions in joint venture agreements and other similar agreements, applicable to joint ventures not prohibited hereunder; (12) customary provisions contained in leases, licenses and other agreements, including with respect to intellectual property, in each case, entered into in the ordinary course of business; (13) Indebtedness of a Person that was a Restricted Subsidiary at the time of incurrence and the incurrence of which Indebtedness is permitted by Section 4.04; provided that such encumbrances and restrictions apply only to such Restricted Subsidiary and its assets; and provided, further, that the Company has determined in good faith, at the time of creation of each such encumbrance or restriction, that such encumbrances and restrictions would not singly or in the aggregate have a materially adverse effect on the ability of the Issuer to make payments on the Securities; (14) the subordination of any Indebtedness owed by the Company or any of its Restricted Subsidiaries to the Company or any other Restricted Subsidiary to any other Indebtedness of the Company or any of its Restricted Subsidiaries; provided that (A) such other Indebtedness is permitted under this Indenture and (B) the Company has determined in good faith, at the time of creation of each such encumbrance or restriction, that such encumbrances and restrictions would not singly or in the aggregate have a materially adverse effect on the ability of the Issuer to make payments on the Securities; or (15) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (2), (4) or (5) of this Section 4.13(c) or any other agreement evidencing Indebtedness permitted under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement or any such other agreement (a) are not less favorable to the Company in any material respect as determined by the Company in good faith than the provisions of the Indebtedness being refinanced or (b) would not singly or in the aggregate have a materially adverse effect on the ability of the Issuer to make payments on the Securities.
Appears in 5 contracts
Sources: Indenture (Light & Wonder, Inc.), Indenture (Scientific Games Corp), Indenture (Scientific Games Corp)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The (a) Except as provided in paragraph (b) of this Section 4.09, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock (or in with respect to any other interest or participation in, or measured by, its profits) to the Company or any of its Capital StockRestricted Subsidiaries or pay any liabilities owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to or pay any Indebtedness or other obligation owed to the Company or any other of its Restricted Subsidiary of the CompanySubsidiaries; or
(c3) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary Subsidiaries.
(b) The provisions of the Company, except for such 4.09(a) do not apply to any encumbrances or restrictions existing under or by reason ofof or with respect to:
(1) applicable law and the Credit Agreement, Existing Indebtedness or any other agreements with governmental authoritiesas in effect on the Issue Date;
(2) the Securitiesapplicable law, this Indenture rule, regulation or any Guarantee thereoforder;
(A3) customary provisions restricting (1) any Person or the subletting property or assignment assets of a Person acquired by the Company or under any lease or (2) of its Restricted Subsidiaries existing at the transfer of copyrighted or patented materials, (B) provisions in agreements that restrict the assignment or other transfer time of such agreements (acquisition and not incurred in connection with or property that is the subject thereof) or rights thereunder or (C) provisions in contemplation of a customary nature contained in the terms of Capital Stock restricting the payment of dividends and the making of distributions on Capital Stock;
(4) any agreement or instrument governing Acquired Indebtednesssuch acquisition, which encumbrance or restriction is not applicable to any Person, Person or the properties or assets of any Person, other than (a) the Person Person, or the properties property or assets of the Person Person, so acquired acquired;
(including 4) in the Capital Stock case of such Person)clause (a)(3) of this Section 4.09:
(a) provisions that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset;
(b) restrictions existing by virtue of any Restricted Subsidiary having no assets other than (i) the Person transfer of, agreement to transfer, option or the properties right with respect to, or Lien on, any property or assets of the Person so acquired Company or any Restricted Subsidiary not otherwise prohibited by this Indenture; or
(including c) restrictions arising or agreed to in the Capital Stock ordinary course of such Person) business, not relating to any Indebtedness, and (ii) other that do not, individually or in the aggregate, detract from the value of property or assets having a fair market value not of the Company or any Restricted Subsidiary in excess of $5.0 million, and, in each case, any manner material to the monetary proceeds thereofCompany or any Restricted Subsidiary;
(5) any agreement customary provisions with respect to the disposition or instrument (A) distribution of assets or property in effect at or entered into on the Issue Date, (B) governing Secured Indebtedness, including the Credit Agreement permitted to be incurred pursuant to Section 4.04, or (C) governing Indebtedness of any Restricted Subsidiary (joint venture agreements and other than the Issuer) that is not a Guarantoragreements;
(6) any agreement for the sale or instrument governing Indebtedness incurred pursuant to clause (9) other disposition of all or (13) substantially all of the definition of “Permitted Indebtedness”capital stock of, or property and assets of, a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending such sale or other disposition;
(7) restrictions on the transfer Indebtedness of assets subject a Foreign Subsidiary permitted to any Lien permitted be incurred under this Indenture; provided that (a) such encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred and (b) such encumbrances or restrictions will not materially (in good faith by the Board of Directors of the Company) impair the Company’s ability to make principal and interest payments on the Notes;
(8) restrictions imposed by this Indenture, the Notes, any agreement to sell assets not in violation of this Indenture to any Person pending Additional Notes or the closing of such saleGuarantees;
(9) customary rights of first refusal with respect to the Company’s and its Restricted Subsidiaries’ interests in their respective Restricted Subsidiaries (other than Wholly Owned Restricted Subsidiaries) and joint ventures;
(10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(1110) customary provisions other Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries permitted to be incurred after the Issue Date pursuant to Section 4.06; provided that such restrictions will not materially (in joint venture agreements the good faith judgment of the Board of Directors of the Company) impair the Company’s ability to make principal and other similar agreements, applicable to joint ventures not prohibited hereunderinterest payments on the Notes;
(1211) customary provisions restrictions or conditions contained in leasesany trading, licenses netting, operating, construction, service, supply, purchase or other agreement to which the Company or any of its Restricted Subsidiaries is a party and other agreements, including with respect to intellectual property, in each case, entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Company or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Company or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary;
(12) any instrument governing any Indebtedness or Capital Stock of a Person that is an Unrestricted Subsidiary as in effect on the date that such Person becomes a Restricted Subsidiary, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person who became a Restricted Subsidiary, or the property or assets of the Person who became a Restricted Subsidiary and was not entered into in contemplation of the designation of such Subsidiary as a Restricted Subsidiary; provided that, in the case of Indebtedness, the incurrence of such Indebtedness as a result of such Person becoming a Restricted Subsidiary was permitted by the terms of this Indenture;
(13) Indebtedness of a Person that was a Restricted Subsidiary at the time of incurrence purchase money obligations for property acquired and the incurrence of which Indebtedness is permitted by Section 4.04; provided that such encumbrances and restrictions apply only to such Restricted Subsidiary and its assets; and provided, further, that the Company has determined in good faith, at the time of creation of each such encumbrance or restriction, that such encumbrances and restrictions would not singly or Capital Lease Obligations in the aggregate have a materially adverse effect ordinary course of business that impose restrictions of the nature discussed in Section 4.09 (a)(3) above, on the ability of the Issuer to make payments on the Securitiesproperty so acquired;
(14) the subordination of any Indebtedness owed by the Company encumbrances or any of its Restricted Subsidiaries to the Company or any other Restricted Subsidiary to any other Indebtedness restrictions of the Company or any of its Restricted Subsidiaries; provided that (A) such other Indebtedness is permitted under this Indenture and (B) the Company has determined in good faith, at the time of creation of each such encumbrance or restriction, that such encumbrances and restrictions would not singly or in the aggregate have a materially adverse effect on the ability of the Issuer to make payments on the Securities; or
(15) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement type referred to in clauses (21), (42) or and (53) of this Section 4.13(c4.09(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or any other agreement evidencing Indebtedness permitted under this Indenturerefinancings of the contracts, instruments or obligations referred to in clauses (1) through (13) above; providedprovided that such amendments, howevermodifications, that restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the provisions relating good faith judgment of the Company’s Board of Directors, not materially more restrictive with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or restriction refinancing; and
(15) any encumbrances or restrictions contained in any such refinancing, replacement Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary that are necessary or substitution agreement or any such other agreement advisable to effect a Permitted Securitization Financing (a) are not less favorable to the Company in any material respect as determined by the Company in good faith than faith). For purposes of determining compliance with this Section 4.09, (i) the provisions priority of the Indebtedness any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being refinanced or (b) would paid on common stock shall not singly or in the aggregate have be deemed a materially adverse effect restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Company or a Restricted Subsidiary of the Issuer Company to other Indebtedness incurred by the Company or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make payments on the Securitiesloans or advances.
Appears in 3 contracts
Sources: Indenture (SB/RH Holdings, LLC), Indenture (SB/RH Holdings, LLC), Indenture (SB/RH Holdings, LLC)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(a) pay dividends or make any other distributions on or in respect of its Capital Stock;Stock;
(b) make loans or advances to or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; Company; or
(c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of:
(1) applicable law and agreements with governmental authorities;authorities;
(2) the Securities, this Indenture or any Guarantee thereof;thereof;
(A) customary provisions restricting (1) the subletting or assignment of or under any lease or (2) the transfer of copyrighted or patented materials, (B) provisions in agreements that restrict the assignment or other transfer of such agreements (or property that is the subject thereof) or rights thereunder or (C) provisions of a customary nature contained in the terms of Capital Stock restricting the payment of dividends and the making of distributions on Capital Stock;Stock;
(4) any agreement or instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than (a) the Person or the properties or assets of the Person so acquired (including the Capital Stock of such Person), or (b) any Restricted Subsidiary having no assets other than (i) the Person or the properties or assets of the Person so acquired (including the Capital Stock of such Person) and (ii) other assets having a fair market value not in excess of $5.0 million, and, in each case, the monetary proceeds thereof;thereof;
(5) any agreement or instrument (A) in effect at or entered into on the Issue Date, (B) governing Secured Indebtedness, including the Credit Agreement permitted to be incurred pursuant to Section 4.04, or (C) governing Indebtedness of any Restricted Subsidiary (other than the Issuer) that is not a Guarantor;Guarantor;
(6) any agreement or instrument governing Indebtedness incurred pursuant to clause (9) or (13) of the definition of “Permitted Indebtedness”;Indebtedness”;
(7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture;Indenture;
(8) restrictions imposed by any agreement to sell assets not in violation of this Indenture to any Person pending the closing of such sale;sale;
(9) customary rights of first refusal with respect to the Company’s and its Restricted Subsidiaries’ interests in their respective Restricted Subsidiaries (other than Wholly Owned Restricted Subsidiaries) and joint ventures;ventures;
(10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;business;
(11) customary provisions in joint venture agreements and other similar agreements, applicable to joint ventures not prohibited hereunder;hereunder;
(12) customary provisions contained in leases, licenses and other agreements, including with respect to intellectual property, in each case, entered into in the ordinary course of business;
(13) Indebtedness of a Person that was a Restricted Subsidiary at the time of incurrence and the incurrence of which Indebtedness is permitted by Section 4.04; provided that such encumbrances and restrictions apply only to such Restricted Subsidiary and its assets; and provided, further, that the Company has determined in good faith, at the time of creation of each such encumbrance or restriction, that such encumbrances and restrictions would not singly or in the aggregate have a materially adverse effect on the ability of the Issuer to make payments on the Securities;
(14) the subordination of any Indebtedness owed by the Company or any of its Restricted Subsidiaries to the Company or any other Restricted Subsidiary to any other Indebtedness of the Company or any of its Restricted Subsidiaries; provided that (A) such other Indebtedness is permitted under this Indenture and (B) the Company has determined in good faith, at the time of creation of each such encumbrance or restriction, that such encumbrances and restrictions would not singly or in the aggregate have a materially adverse effect on the ability of the Issuer to make payments on the Securities; or
(15) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (2), (4) or (5) of this Section 4.13(c) or any other agreement evidencing Indebtedness permitted under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement or any such other agreement (a) are not less favorable to the Company in any material respect as determined by the Company in good faith than the provisions of the Indebtedness being refinanced or (b) would not singly or in the aggregate have a materially adverse effect on the ability of the Issuer to make payments on the Securities.business;
Appears in 2 contracts
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The (a) Except as provided in paragraph (b) of this Section 4.09, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock (or in with respect to any other interest or participation in, or measured by, its profits) to the Company or any of its Capital StockRestricted Subsidiaries or pay any liabilities owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to or pay any Indebtedness or other obligation owed to the Company or any other of its Restricted Subsidiary of the CompanySubsidiaries; or
(c3) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary Subsidiaries.
(b) The provisions of the Company, except for such 4.09(a) do not apply to any encumbrances or restrictions existing under or by reason ofof or with respect to:
(1) applicable law and the Revolving Credit Agreement, the Term Loan Agreement, Existing Indebtedness or any other agreements with governmental authoritiesas in effect on the Issue Date;
(2) the Securitiesapplicable law, this Indenture rule, regulation or any Guarantee thereoforder;
(A3) customary provisions restricting (1) any Person or the subletting property or assignment assets of a Person acquired by the Company or under any lease or (2) of its Restricted Subsidiaries existing at the transfer of copyrighted or patented materials, (B) provisions in agreements that restrict the assignment or other transfer time of such agreements (acquisition and not incurred in connection with or property that is the subject thereof) or rights thereunder or (C) provisions in contemplation of a customary nature contained in the terms of Capital Stock restricting the payment of dividends and the making of distributions on Capital Stock;
(4) any agreement or instrument governing Acquired Indebtednesssuch acquisition, which encumbrance or restriction is not applicable to any Person, Person or the properties or assets of any Person, other than (a) the Person Person, or the properties property or assets of the Person Person, so acquired acquired;
(including 4) in the Capital Stock case of such Person)clause (a)(3) of this Section 4.09:
(a) provisions that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset;
(b) restrictions existing by virtue of any Restricted Subsidiary having no assets other than (i) the Person transfer of, agreement to transfer, option or the properties right with respect to, or Lien on, any property or assets of the Person so acquired Company or any Restricted Subsidiary not otherwise prohibited by the Indenture; or
(including c) restrictions arising or agreed to in the Capital Stock ordinary course of such Person) business, not relating to any Indebtedness, and (ii) other that do not, individually or in the aggregate, detract from the value of property or assets having a fair market value not of the Company or any Restricted Subsidiary in excess of $5.0 million, and, in each case, any manner material to the monetary proceeds thereofCompany or any Restricted Subsidiary;
(5) any agreement customary provisions with respect to the disposition or instrument (A) distribution of assets or property in effect at or entered into on the Issue Date, (B) governing Secured Indebtedness, including the Credit Agreement permitted to be incurred pursuant to Section 4.04, or (C) governing Indebtedness of any Restricted Subsidiary (joint venture agreements and other than the Issuer) that is not a Guarantorsimilar agreements;
(6) any agreement for the sale or instrument governing Indebtedness incurred pursuant to clause (9) other disposition of all or (13) substantially all of the definition of “Permitted Indebtedness”capital stock of, or property and assets of, a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending such sale or other disposition;
(7) Indebtedness of a Foreign Subsidiary permitted to be incurred under the Indenture; provided that (a) such encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred and (b) such encumbrances or restrictions will not affect the Company’s ability to make principal and interest payments on the transfer Notes, as determined in good faith by the Board of assets subject to any Lien permitted under this IndentureDirectors of the Company;
(8) restrictions imposed by the Indenture, the Notes, the Exchange Notes, any agreement to sell assets not in violation of this Indenture to any Person pending Additional Notes or the closing of such saleGuarantees;
(9) customary rights of first refusal with respect to the Company’s and its Restricted Subsidiaries’ interests in their respective Restricted Subsidiaries (other than Wholly Owned Restricted Subsidiaries) and joint ventures;
(10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(1110) other Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries permitted to be incurred after the Issue Date pursuant to Section 4.06; provided that (i) such restrictions are customary provisions for financings of such type and (ii) such restrictions will not (in joint venture agreements the good faith judgment of the Board of Directors) impair the Company’s ability to make principal and other similar agreements, applicable to joint ventures not prohibited hereunderinterest payments on the Notes;
(1211) customary provisions restrictions or conditions contained in leasesany trading, licenses netting, operating, construction, service, supply, purchase or other agreement to which the Company or any of its Restricted Subsidiaries is a party and other agreements, including with respect to intellectual property, in each case, entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Company or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Company or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary;
(12) any instrument governing any Indebtedness or Capital Stock of a Person that is an Unrestricted Subsidiary as in effect on the date that such Person becomes a Restricted Subsidiary, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person who became a Restricted Subsidiary, or the property or assets of the Person who became a Restricted Subsidiary and was not entered into in contemplation of the designation of such Subsidiary as a Restricted Subsidiary; provided that, in the case of Indebtedness, the incurrence of such Indebtedness as a result of such Person becoming a Restricted Subsidiary was permitted by the terms of the Indenture; and
(13) Indebtedness any encumbrances or restrictions of a Person that was a Restricted Subsidiary at the time type referred to in clauses (1), (2) and (3) of incurrence and Section 4.09(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the incurrence of which Indebtedness is permitted by Section 4.04contracts, instruments or obligations referred to in clauses (1) through (12) above; provided that such encumbrances and restrictions apply only amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company’s Board of Directors, not materially more restrictive with respect to such Restricted Subsidiary encumbrance and its assets; and providedother restrictions than those prior to such amendment, furthermodification, that restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.09, (i) the Company has determined priority of any Preferred Stock in good faith, at the time of creation of each such encumbrance receiving dividends or restriction, that such encumbrances and restrictions would liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not singly or in the aggregate have be deemed a materially adverse effect restriction on the ability of the Issuer to make payments distributions on the Securities;
Capital Stock and (14ii) the subordination of any loans or advances made to the Company or a Restricted Subsidiary of the Company to other Indebtedness owed incurred by the Company or any of its Restricted Subsidiaries to the Company or any other such Restricted Subsidiary to any other Indebtedness of the Company or any of its Restricted Subsidiaries; provided that (A) such other Indebtedness is permitted under this Indenture and (B) the Company has determined in good faith, at the time of creation of each such encumbrance or restriction, that such encumbrances and restrictions would shall not singly or in the aggregate have be deemed a materially adverse effect restriction on the ability of the Issuer to make payments on the Securities; or
(15) an agreement effecting a refinancing, replacement loans or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (2), (4) or (5) of this Section 4.13(c) or any other agreement evidencing Indebtedness permitted under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement or any such other agreement (a) are not less favorable to the Company in any material respect as determined by the Company in good faith than the provisions of the Indebtedness being refinanced or (b) would not singly or in the aggregate have a materially adverse effect on the ability of the Issuer to make payments on the Securitiesadvances.
Appears in 2 contracts
Sources: Indenture (Spectrum Brands, Inc.), Indenture (Spectrum Brands, Inc.)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(a) pay dividends or make any other distributions on or in respect of its Capital Stock;
(b) make loans or advances to or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or
(c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of:
(1) applicable law and agreements with governmental authorities;
(2) the Securities, this Indenture or Indenture, any Guarantee thereof, the Security Documents and or the Intercreditor Agreement;
(A) customary provisions restricting (1) the subletting or assignment of or under any lease or (2) the transfer of copyrighted or patented materials, (B) provisions in agreements that restrict the assignment or other transfer of such agreements (or property that is the subject thereof) or rights thereunder or (C) provisions of a customary nature contained in the terms of Capital Stock restricting the payment of dividends and the making of distributions on Capital Stock;
(4) any agreement or instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than (a) the Person or the properties or assets of the Person so acquired (including the Capital Stock of such Person), or (b) any Restricted Subsidiary having no assets other than (i) the Person or the properties or assets of the Person so acquired (including the Capital Stock of such Person) and (ii) other assets having a fair market value not in excess of $5.0 million, and, in each case, the monetary proceeds thereof;
(5) any agreement or instrument (A) in effect at or entered into on the Issue Date, including the New Unsecured Notes and the New Unsecured Indenture, (B) governing Secured Indebtedness, including the Credit Agreement permitted to be incurred pursuant to Section 4.04, or (C) governing Indebtedness of any Restricted Subsidiary (other than the Issuer) that is not a Guarantor;
(6) any agreement or instrument governing Indebtedness incurred pursuant to clause (9) or (13) of the definition of “Permitted Indebtedness”;
(7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture;
(8) restrictions imposed by any agreement to sell assets not in violation of this Indenture to any Person pending the closing of such sale;
(9) customary rights of first refusal with respect to the Company’s and its Restricted Subsidiaries’ interests in their respective Restricted Subsidiaries (other than Wholly Owned Restricted Subsidiaries) and joint ventures;
(10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(11) customary provisions in joint venture agreements and other similar agreements, applicable to joint ventures not prohibited hereunder;
(12) customary provisions contained in leases, licenses and other agreements, including with respect to intellectual property, in each case, entered into in the ordinary course of business;
(13) Indebtedness of a Person that was a Restricted Subsidiary at the time of incurrence and the incurrence of which Indebtedness is permitted by Section 4.04; provided that such encumbrances and restrictions apply only to such Restricted Subsidiary and its assets; and provided, further, that the Company has determined in good faith, at the time of creation of each such encumbrance or restriction, that such encumbrances and restrictions would not singly or in the aggregate have a materially adverse effect on the ability of the Issuer to make payments on the Securities;
(14) the subordination of any Indebtedness owed by the Company or any of its Restricted Subsidiaries to the Company or any other Restricted Subsidiary to any other Indebtedness of the Company or any of its Restricted Subsidiaries; provided that (A) such other Indebtedness is permitted under this Indenture and (B) the Company has determined in good faith, at the time of creation of each such encumbrance or restriction, that such encumbrances and restrictions would not singly or in the aggregate have a materially adverse effect on the ability of the Issuer to make payments on the Securities; or;
(15) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (2), (4) or (5) of this Section 4.13(c) above or any other agreement evidencing Indebtedness permitted under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement or any such other agreement (a) are not less favorable to the Company in any material respect as determined by the Company in good faith than the provisions of the Indebtedness being refinanced or (b) would not singly or in the aggregate have a materially adverse effect on the ability of the Issuer to make payments on the Securities; or
(16) at all times prior to the Bally Acquisition Date, encumbrances and restrictions set forth in the Escrow Credit Agreement or any similar agreements relating to amounts deposited into escrow relating to Indebtedness and other obligations under the Escrow Credit Agreement.
Appears in 1 contract
Sources: Indenture (Scientific Games Corp)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(a) pay dividends or make any other distributions on or in respect of its Capital Stock;
(b) make loans or advances to or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or
(c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of:
(1) applicable law and agreements with governmental authorities;
(2) the Securities, this Indenture or Indenture, any Guarantee thereof, the Security Documents and or the Intercreditor Agreement;
(A) customary provisions restricting (1) the subletting or assignment of or under any lease or (2) the transfer of copyrighted or patented materials, (B) provisions in agreements that restrict the assignment or other transfer of such agreements (or property that is the subject thereof) or rights thereunder or (C) provisions of a customary nature contained in the terms of Capital Stock restricting the payment of dividends and the making of distributions on Capital Stock;
(4) any agreement or instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than (a) the Person or the properties or assets of the Person so acquired (including the Capital Stock of such Person), or (b) any Restricted Subsidiary having no assets other than (i) the Person or the properties or assets of the Person so acquired (including the Capital Stock of such Person) and (ii) other assets having a fair market value not in excess of $5.0 million, and, in each case, the monetary proceeds thereof;
(5) any agreement or instrument (A) in effect at or entered into on the Issue Date, (B) governing Secured Indebtedness, including the Credit Agreement permitted to be incurred pursuant to Section 4.04, or (C) governing Indebtedness of any Restricted Subsidiary (other than the Issuer) that is not a Guarantor;
(6) any agreement or instrument governing Indebtedness incurred pursuant to clause (9) or (13) of the definition of “Permitted Indebtedness”;
(7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture;
(8) restrictions imposed by any agreement to sell assets not in violation of this Indenture to any Person pending the closing of such sale;
(9) customary rights of first refusal with respect to the Company’s and its Restricted Subsidiaries’ interests in their respective Restricted Subsidiaries (other than Wholly Owned Restricted Subsidiaries) and joint ventures;
(10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(11) customary provisions in joint venture agreements and other similar agreements, applicable to joint ventures not prohibited hereunder;
(12) customary provisions contained in leases, licenses and other agreements, including with respect to intellectual property, in each case, entered into in the ordinary course of business;
(13) Indebtedness of a Person that was a Restricted Subsidiary at the time of incurrence and the incurrence of which Indebtedness is permitted by Section 4.04; provided that such encumbrances and restrictions apply only to such Restricted Subsidiary and its assets; and provided, further, that the Company has determined in good faith, at the time of creation of each such encumbrance or restriction, that such encumbrances and restrictions would not singly or in the aggregate have a materially adverse effect on the ability of the Issuer to make payments on the Securities;
(14) the subordination of any Indebtedness owed by the Company or any of its Restricted Subsidiaries to the Company or any other Restricted Subsidiary to any other Indebtedness of the Company or any of its Restricted Subsidiaries; provided that (A) such other Indebtedness is permitted under this Indenture and (B) the Company has determined in good faith, at the time of creation of each such encumbrance or restriction, that such encumbrances and restrictions would not singly or in the aggregate have a materially adverse effect on the ability of the Issuer to make payments on the Securities; or
(15) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (2), (4) or (5) of this Section 4.13(c) or any other agreement evidencing Indebtedness permitted under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement or any such other agreement (a) are not less favorable to the Company in any material respect as determined by the Company in good faith than the provisions of the Indebtedness being refinanced or (b) would not singly or in the aggregate have a materially adverse effect on the ability of the Issuer to make payments on the Securities.
Appears in 1 contract
Sources: Indenture (Scientific Games Corp)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(a) pay dividends or make any other distributions on or in respect of its Capital Stock;
(b) make loans or advances to or pay any Indebtedness or other obligation owed to the Company Issuer or any other Restricted Subsidiary of the CompanyIssuer; or
(c) transfer any of its property or assets to the Company Issuer or any other Restricted Subsidiary of the CompanyIssuer, except for such encumbrances or restrictions existing under or by reason of:
(1) applicable law and agreements with governmental authorities;
(2) the Securities, this Indenture or any Guarantee guarantee thereof;
(A) customary provisions restricting (1) the subletting or assignment of or under any lease or (2) the transfer of copyrighted or patented materials, (B) provisions in agreements that restrict the assignment or other transfer of such agreements (or property that is the subject thereof) or rights thereunder or (C) provisions of a customary nature contained in the terms of Capital Stock restricting the payment of dividends and the making of distributions on Capital Stock;
(4) any agreement or instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than (a) the Person or the properties or assets of the Person so acquired (including the Capital Stock of such Person), or (b) any Restricted Subsidiary having no assets other than (i) the Person or the properties or assets of the Person so acquired (including the Capital Stock of such Person) and (ii) other assets having a fair market value not in excess of $5.0 million, and, in each case, the monetary proceeds thereof;
(5) any agreement or instrument (A) in effect at or entered into on the Issue Date, (B) governing Secured Indebtedness, including the Credit Agreement Senior Facilities, permitted to be incurred pursuant to Section 4.04, or (C) governing Indebtedness of any Restricted Subsidiary (other than the Issuer) that is not a Subsidiary Guarantor;
(6) any agreement or instrument governing Indebtedness incurred pursuant to clause (9) or (13) of the definition of “Permitted Indebtedness”;
(7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture;
(8) restrictions imposed by any agreement to sell assets not in violation of this Indenture to any Person pending the closing of such sale;
(9) customary rights of first refusal with respect to the CompanyIssuer’s and its Restricted Subsidiaries’ interests in their respective Restricted Subsidiaries (other than Wholly Owned Restricted Subsidiaries) and joint ventures;
(10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(11) customary provisions in joint venture agreements and other similar agreements, applicable to joint ventures not prohibited hereunder;
(12) any such encumbrance or restriction consisting of customary non-assignment provisions contained in leases, licenses contracts and other agreements, including with respect to intellectual property, in each case, entered into in the ordinary course of businesslicenses;
(13) any encumbrance or restriction pursuant to an agreement effecting an Incurrence of Indebtedness of a Person that was a Restricted Subsidiary at the time of incurrence and the incurrence of which Indebtedness is otherwise permitted by Section 4.04; provided this Indenture that such encumbrances does not materially and restrictions apply only adversely affect the Issuer’s ability to such Restricted Subsidiary and its assets; and providedmake payments due with respect to the Securities, further, that the Company has as determined in good faith, at the time of creation of each such encumbrance or restriction, that such encumbrances and restrictions would not singly or in the aggregate have a materially adverse effect on the ability faith by an Officer of the Issuer to make payments on Issuer, the Securitiesdetermination of which shall be evidenced by an Officers’ Certificate;
(14) the subordination of any Indebtedness owed by the Company Issuer or any of its Restricted Subsidiaries to the Company Issuer or any other Restricted Subsidiary to any other Indebtedness of the Company Issuer or any of its Restricted Subsidiaries; provided that (A) such other Indebtedness is permitted under this Indenture and (B) the Company has determined in good faith, at the time of creation of each such encumbrance or restriction, that such encumbrances and restrictions would not singly or in the aggregate have a materially adverse effect on the ability of the Issuer to make payments on the Securities; or;
(15) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses clause (2), (4) or (5) of this Section 4.13(c) above or any other agreement evidencing Indebtedness permitted under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement or any such other agreement (a) are not less favorable to the Company Issuer in any material respect as determined by the Company Issuer in good faith than the provisions of the Indebtedness being refinanced or (b) would not singly or in the aggregate have a materially adverse effect as determined by the Issuer in good faith on the ability of the Issuer to make payments on the Securities;
(16) restrictions created in connection with any Receivables Facility; provided that in the case of Receivables Facilities established after the Issue Date, such restrictions are necessary or advisable, in the good faith determination of the Issuer, to effect such Receivables Facility;
(17) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) of this Section 4.13 on the property so acquired; and
(18) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase or other agreement to which the Issuer or any Restricted Subsidiary is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Issuer or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Issuer or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary.
Appears in 1 contract
Sources: Indenture (Revlon Inc /De/)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(a) pay dividends or make any other distributions on or in respect of its Capital Stock;
(b) make loans or advances to or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or
(c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of:
(1) applicable law and agreements with governmental authorities;
(2) the Securities, this Indenture or Indenture, any Guarantee thereof, the Security Documents and or the Intercreditor Agreement;
(A) customary provisions restricting (1) the subletting or assignment of or under any lease or (2) the transfer of copyrighted or patented materials, (B) provisions in agreements that restrict the assignment or other transfer of such agreements (or property that is the subject thereof) or rights thereunder or (C) provisions of a customary nature contained in the terms of Capital Stock restricting the payment of dividends and the making of distributions on Capital Stock;
(4) any agreement or instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than (a) the Person or the properties or assets of the Person so acquired (including the Capital Stock of such Person), or (b) any Restricted Subsidiary having no assets other than (i) the Person or the properties or assets of the Person so acquired (including the Capital Stock of such Person) and (ii) other assets having a fair market value not in excess of $5.0 million, and, in each case, the monetary proceeds thereof;
(5) any agreement or instrument (A) in effect at or entered into on the Issue Date, (B) governing Secured Indebtedness, including the Credit Agreement permitted to be incurred pursuant to Section 4.04, or (C) governing Indebtedness of any Restricted Subsidiary (other than the Issuer) that is not a Guarantor;
(6) any agreement or instrument governing Indebtedness incurred pursuant to clause (9) or (13) of the definition of “Permitted Indebtedness”;
(7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture;
(8) restrictions imposed by any agreement to sell assets not in violation of this Indenture to any Person pending the closing of such sale;
(9) customary rights of first refusal with respect to the Company’s and its Restricted Subsidiaries’ interests in their respective Restricted Subsidiaries (other than Wholly Owned Restricted Subsidiaries) and joint ventures;
(10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(11) customary provisions in joint venture agreements and other similar agreements, applicable to joint ventures not prohibited hereunder;
(12) customary provisions contained in leases, licenses and other agreements, including with respect to intellectual property, in each case, entered into in the ordinary course of business;
(13) Indebtedness of a Person that was a Restricted Subsidiary at the time of incurrence and the incurrence of which Indebtedness is permitted by Section 4.04; provided that such encumbrances and restrictions apply only to such Restricted Subsidiary and its assets; and provided, further, that the Company has determined in good faith, at the time of creation of each such encumbrance or restriction, that such encumbrances and restrictions would not singly or in the aggregate have a materially adverse effect on the ability of the Issuer to make payments on the Securities;
(14) the subordination of any Indebtedness owed by the Company or any of its Restricted Subsidiaries to the Company or any other Restricted Subsidiary to any other Indebtedness of the Company or any of its Restricted Subsidiaries; provided that (A) such other Indebtedness is permitted under this Indenture and (B) the Company has determined in good faith, at the time of creation of each such encumbrance or restriction, that such encumbrances and restrictions would not singly or in the aggregate have a materially adverse effect on the ability of the Issuer to make payments on the Securities; or
(15) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (2), (4) or (5) of this Section 4.13(c) above or any other agreement evidencing Indebtedness permitted under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement or any such other agreement (a) are not less favorable to the Company in any material respect as determined by the Company in good faith than the provisions of the Indebtedness being refinanced or (b) would not singly or in the aggregate have a materially adverse effect on the ability of the Issuer to make payments on the Securities.
Appears in 1 contract
Sources: Indenture (Scientific Games Corp)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(a) pay dividends or make any other distributions on or in respect of its Capital Stock;
(b) make loans or advances to or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or
(c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of:
(1) applicable law and agreements with governmental authorities;
(2) the Securities, this Indenture or any Guarantee thereofGuarantee;
(A) customary provisions restricting (1) the subletting or assignment of or under any lease or (2) the transfer of copyrighted or patented materials, (B) provisions in agreements that restrict the assignment or other transfer of such agreements (or property that is the subject thereof) or rights thereunder or (C) provisions of a customary nature contained in the terms of Capital Stock restricting the payment of dividends and the making of distributions on Capital Stock;
(4) any agreement or instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than (a) the Person or the properties or assets of the Person so acquired (including the Capital Stock of such Person), or (b) any Restricted Subsidiary having no assets other than (i) the Person or the properties or assets of the Person so acquired (including the Capital Stock of such Person) and (ii) other assets having a fair market value not in excess of $5.0 million, and, in each case, the monetary proceeds thereof;
(5) any agreement or instrument (A) in effect at or entered into on the Issue Date, (B) governing Secured Indebtedness, including the Credit Agreement or the New Secured Notes permitted to be incurred pursuant to Section 4.04, or (C) governing Indebtedness of any Restricted Subsidiary (other than the Issuer) that is not a Guarantor;
(6) any agreement or instrument governing Indebtedness incurred pursuant to clause (9) or (13) of the definition of “Permitted Indebtedness”;
(7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture;
(8) restrictions imposed by any agreement to sell assets not in violation of this Indenture to any Person pending the closing of such sale;
(9) customary rights of first refusal with respect to the Company’s and its Restricted Subsidiaries’ interests in their respective Restricted Subsidiaries (other than Wholly Owned Restricted Subsidiaries) and joint ventures;
(10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(11) customary provisions in joint venture agreements and other similar agreements, applicable to joint ventures not prohibited hereunder;
(12) customary provisions contained in leases, licenses and other agreements, including with respect to intellectual property, in each case, entered into in the ordinary course of business;
(13) Indebtedness of a Person that was a Restricted Subsidiary at the time of incurrence and the incurrence of which Indebtedness is permitted by Section 4.04; provided that such encumbrances and restrictions apply only to such Restricted Subsidiary and its assets; and provided, further, that the Company has determined in good faith, at the time of creation of each such encumbrance or restriction, that such encumbrances and restrictions would not singly or in the aggregate have a materially adverse effect on the ability of the Issuer to make payments on the Securities;
(14) the subordination of any Indebtedness owed by the Company or any of its Restricted Subsidiaries to the Company or any other Restricted Subsidiary to any other Indebtedness of the Company or any of its Restricted Subsidiaries; provided that (A) such other Indebtedness is permitted under this Indenture and (B) the Company has determined in good faith, at the time of creation of each such encumbrance or restriction, that such encumbrances and restrictions would not singly or in the aggregate have a materially adverse effect on the ability of the Issuer to make payments on the Securities; or;
(15) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (2), (4) or (5) of this Section 4.13(c) above or any other agreement evidencing Indebtedness permitted under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement or any such other agreement (a) are not less favorable to the Company in any material respect as determined by the Company in good faith than the provisions of the Indebtedness being refinanced or (b) would not singly or in the aggregate have a materially adverse effect on the ability of the Issuer to make payments on the Securities; or
(16) at all times prior to the Bally Acquisition Date, encumbrances and restrictions set forth in the Escrow Credit Agreement or any similar agreements relating to amounts deposited into escrow relating to Indebtedness and other obligations under the Escrow Credit Agreement.
Appears in 1 contract
Sources: Indenture (Scientific Games Corp)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(a) pay dividends or make any other distributions on or in respect of its Capital Stock;
(b) make loans or advances to or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or
(c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of:
(1) applicable law and agreements with governmental authorities;
(2) the Securities, this Indenture or any Guarantee thereof;
(A) customary provisions restricting (1) the subletting or assignment of or under any lease or (2) the transfer of copyrighted or patented materials, (B) provisions in agreements that restrict the assignment or other transfer of such agreements (or property that is the subject thereof) or rights thereunder or (C) provisions of a customary nature contained in the terms of Capital Stock restricting the payment of dividends and the making of distributions on Capital Stock;
(4) any agreement or instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than (a) the Person or the properties or assets of the Person so acquired (including the Capital Stock of such Person), or (b) any Restricted Subsidiary having no assets other than (i) the Person or the properties or assets of the Person so acquired (including the Capital Stock of such Person) and (ii) other assets having a fair market value not in excess of $5.0 million, and, in each case, the monetary proceeds thereof;
(5) any agreement or instrument (A) in effect at or entered into on the Issue Date, (B) governing Secured Indebtedness, including the Credit Agreement and the New Secured Notes permitted to be incurred pursuant to Section 4.04, or (C) governing Indebtedness of any Restricted Subsidiary (other than the Issuer) that is not a Guarantor;
(6) any agreement or instrument governing Indebtedness incurred pursuant to clause (9) or (13) of the definition of “Permitted Indebtedness”;
(7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture;
(8) restrictions imposed by any agreement to sell assets not in violation of this Indenture to any Person pending the closing of such sale;
(9) customary rights of first refusal with respect to the Company’s and its Restricted Subsidiaries’ interests in their respective Restricted Subsidiaries (other than Wholly Owned Restricted Subsidiaries) and joint ventures;
(10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(11) customary provisions in joint venture agreements and other similar agreements, applicable to joint ventures not prohibited hereunder;
(12) customary provisions contained in leases, licenses and other agreements, including with respect to intellectual property, in each case, entered into in the ordinary course of business;
(13) Indebtedness of a Person that was a Restricted Subsidiary at the time of incurrence and the incurrence of which Indebtedness is permitted by Section 4.04; provided that such encumbrances and restrictions apply only to such Restricted Subsidiary and its assets; and provided, further, that the Company has determined in good faith, at the time of creation of each such encumbrance or restriction, that such encumbrances and restrictions would not singly or in the aggregate have a materially adverse effect on the ability of the Issuer to make payments on the Securities;
(14) the subordination of any Indebtedness owed by the Company or any of its Restricted Subsidiaries to the Company or any other Restricted Subsidiary to any other Indebtedness of the Company or any of its Restricted Subsidiaries; provided that (A) such other Indebtedness is permitted under this Indenture and (B) the Company has determined in good faith, at the time of creation of each such encumbrance or restriction, that such encumbrances and restrictions would not singly or in the aggregate have a materially adverse effect on the ability of the Issuer to make payments on the Securities; or
(15) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (2), (4) or (5) of this Section 4.13(c) above or any other agreement evidencing Indebtedness permitted under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement or any such other agreement (a) are not less favorable to the Company in any material respect as determined by the Company in good faith than the provisions of the Indebtedness being refinanced or (b) would not singly or in the aggregate have a materially adverse effect on the ability of the Issuer to make payments on the Securities.
Appears in 1 contract
Sources: Indenture (Scientific Games Corp)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(a) pay dividends or make any other distributions on or in respect of its Capital Stock;
(b) make loans or advances to or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or
(c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of:
(1) applicable law and agreements with governmental authorities;
(2) the Securities, this Indenture or any Guarantee thereofGuarantee;
(A) customary provisions restricting (1) the subletting or assignment of or under any lease or (2) the transfer of copyrighted or patented materials, (B) provisions in agreements that restrict the assignment or other transfer of such agreements (or property that is the subject thereof) or rights thereunder or (C) provisions of a customary nature contained in the terms of Capital Stock restricting the payment of dividends and the making of distributions on Capital Stock;
(4) any agreement or instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than (a) the Person or the properties or assets of the Person so acquired (including the Capital Stock of such Person), or (b) any Restricted Subsidiary having no assets other than (i) the Person or the properties or assets of the Person so acquired (including the Capital Stock of such Person) and (ii) other assets having a fair market value not in excess of $5.0 2.5 million, and, in each case, the monetary proceeds thereof;
(5) any agreement or instrument (A) in effect at or entered into on the Issue Date, (B) governing Secured IndebtednessSenior Debt, including the Credit Agreement permitted to be incurred pursuant to Section 4.04, or (C) governing Indebtedness of any Restricted Subsidiary (other than the Issuer) that is not a Guarantor;
(6) any agreement or instrument governing Indebtedness incurred pursuant to clause (9) or (13) of the definition of “Permitted Indebtedness”;
(7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture;
(8) restrictions imposed by any agreement to sell assets not in violation of this Indenture to any Person pending the closing of such sale;
(9) customary rights of first refusal with respect to the Company’s and its Restricted Subsidiaries’ interests in their respective Restricted Subsidiaries (other than Wholly Owned Restricted Subsidiaries) and joint ventures;
(10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(11) customary provisions in joint venture agreements and other similar agreements, applicable to joint ventures not prohibited hereunder;
(12) customary provisions contained in leases, licenses and other agreements, including with respect to intellectual property, in each case, entered into in the ordinary course of business;
(13) Indebtedness of a Person that was a Restricted Subsidiary at the time of incurrence and the incurrence of which Indebtedness is permitted by Section 4.04; provided that such encumbrances and restrictions apply only to such Restricted Subsidiary and its assets; and provided, further, that the Company has determined in good faith, at the time of creation of each such encumbrance or restriction, that such encumbrances and restrictions would not singly or in the aggregate have a materially adverse effect on the ability of the Issuer to make payments on the Securities;
(14) the subordination of any Indebtedness owed by the Company or any of its Restricted Subsidiaries to the Company or any other Restricted Subsidiary to any other Indebtedness of the Company or any of its Restricted Subsidiaries; provided that (A) such other Indebtedness is permitted under this Indenture and (B) the Company has determined in good faith, at the time of creation of each such encumbrance or restriction, that such encumbrances and restrictions would not singly or in the aggregate have a materially adverse effect on the ability of the Issuer to make payments on the Securities; or
(15) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (2), (4) or (5) of this Section 4.13(c) above or any other agreement evidencing Indebtedness permitted under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement or any such other agreement (a) are not less favorable to the Company in any material respect as determined by the Company in good faith than the provisions of the Indebtedness being refinanced or (b) would not singly or in the aggregate have a materially adverse effect on the ability of the Issuer to make payments on the Securities.
Appears in 1 contract
Sources: Indenture (Scientific Games Corp)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will Issuer shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
of the Issuer to (aa)(i) pay dividends or make any other distributions to the Issuer or any Restricted Subsidiary of the Issuer (A) on or in respect of its Capital Stock;
Stock or (B) with respect to any other interest or participation in, or measured by, its profits or (ii) repay any Indebtedness or any other obligation owed to the Issuer or any Restricted Subsidiary of the Issuer, (b) make loans or advances to or pay any Indebtedness or other obligation owed capital contributions to the Company Issuer or any other of its Restricted Subsidiary of the Company; or
Subsidiaries or (c) transfer any of its property properties or assets to the Company Issuer or any other of its Restricted Subsidiary of the CompanySubsidiaries, except for such encumbrances or restrictions existing under or by reason of:
of (1i) encumbrances or restrictions existing on the Issue Date to the extent and in the manner such encumbrances and restrictions are in effect on the Issue Date or are no more restrictive in any material respect (including without limitation pursuant to the Senior Credit Facility), (ii) the Indenture, the Notes and the Guarantees, (iii) applicable law and agreements with governmental authorities;
(2) the Securities, this Indenture or any Guarantee thereof;
(A) customary provisions restricting (1) the subletting or assignment of or under any lease or (2) the transfer of copyrighted or patented materialslaw, (B) provisions in agreements that restrict the assignment or other transfer of such agreements (or property that is the subject thereof) or rights thereunder or (C) provisions of a customary nature contained in the terms of Capital Stock restricting the payment of dividends and the making of distributions on Capital Stock;
(4iv) any agreement or instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than (a) the Person Person, or the properties property or assets of the Person so acquired (including any Subsidiary of the Capital Stock of such Person), or (b) any Restricted Subsidiary having no assets other than (i) the Person or the properties or assets of the Person so acquired (including the Capital Stock of such Person) and (ii) other assets having a fair market value not in excess of $5.0 million, and, in each case, the monetary proceeds thereof;
(5) any agreement or instrument (A) in effect at or entered into on the Issue Dateacquired, (B) governing Secured Indebtedness, including the Credit Agreement permitted to be incurred pursuant to Section 4.04, or (C) governing Indebtedness of any Restricted Subsidiary (other than the Issuer) that is not a Guarantor;
(6v) any agreement or instrument governing Indebtedness incurred pursuant to clause (9) whether or (13not outstanding) of the definition of “Permitted Indebtedness”;
Foreign Subsidiaries, (7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture;
(8) restrictions imposed by any agreement to sell assets not in violation of this Indenture to any Person pending the closing of such sale;
(9vi) customary rights of first refusal with respect to the Company’s and its Restricted Subsidiaries’ interests non-assignment provisions in their respective Restricted Subsidiaries (other than Wholly Owned Restricted Subsidiaries) and joint ventures;
(10) restrictions on cash leases, licenses or other deposits or net worth imposed by customers under contracts agreements entered into in the ordinary course of business;
business and consistent with past practices, (11vii) customary provisions in joint venture agreements and other similar agreements, applicable to joint ventures not prohibited hereunder;
(12) customary provisions contained in leases, licenses and other agreements, including with respect to intellectual property, in each case, entered into in the ordinary course of business;
(13) Indebtedness of a Person that was a Restricted Subsidiary at the time of incurrence and the incurrence of which Indebtedness is permitted by Section 4.04Refinancing Indebtedness; provided that such encumbrances and payment restrictions apply only to such Restricted Subsidiary and its assets; and provided, further, that the Company has determined are no more restrictive in good faith, at the time of creation of each such encumbrance or restriction, that such encumbrances and restrictions would not singly or any material respect than those contained in the aggregate have a materially adverse effect on agreements governing the ability Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded, (viii) customary restrictions in security agreements or mortgages or similar agreements securing Indebtedness of the Issuer to make payments on the Securities;
(14) the subordination of any Indebtedness owed by the Company or any of its Restricted Subsidiaries to the Company or any other a Restricted Subsidiary to any other Indebtedness the extent such restrictions restrict the transfer of the Company property subject to such security agreements and mortgages or any of its (ix) customary restrictions with respect to a Restricted Subsidiaries; provided that (A) such other Indebtedness is permitted under this Indenture and (B) the Company has determined in good faith, at the time of creation of each such encumbrance or restriction, that such encumbrances and restrictions would not singly or in the aggregate have a materially adverse effect on the ability Subsidiary of the Issuer to make payments on the Securities; or
(15) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (2), (4) that has been entered into for the sale or (5) disposition of this Section 4.13(c) all or any other agreement evidencing Indebtedness permitted under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement or any such other agreement (a) are not less favorable to the Company in any material respect as determined by the Company in good faith than the provisions substantially all of the Indebtedness being refinanced Capital Stock or (b) would not singly or in the aggregate have a materially adverse effect on the ability assets of the Issuer to make payments on the Securitiessuch Restricted Subsidiary.
Appears in 1 contract
Sources: Indenture (United Industries Corp)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(a) pay dividends or make any other distributions on or in respect of its Capital Stock;
(b) make loans or advances to or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or
(c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of:
(1) applicable law and agreements with governmental authorities;
(2) the Securities, this Indenture or any Guarantee thereof;
(A) customary provisions restricting (1) the subletting or assignment of or under any lease or (2) the transfer of copyrighted or patented materials, (B) provisions in agreements that restrict the assignment or other transfer of such agreements (or property that is the subject thereof) or rights thereunder or (C) provisions of a customary nature contained in the terms of Capital Stock restricting the payment of dividends and the making of distributions on Capital Stock;
(4) any agreement or instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than (a) the Person or the properties or assets of the Person so acquired (including the Capital Stock of such Person), or (b) any Restricted Subsidiary having no assets other than (i) the Person or the properties or assets of the Person so acquired (including the Capital Stock of such Person) and (ii) other assets having a fair market value not in excess of $5.0 million, and, in each case, the monetary proceeds thereof;
(5) any agreement or instrument (A) in effect at or entered into on the Issue Date, (B) governing Secured Indebtedness, including the Credit Agreement Agreements permitted to be incurred pursuant to Section 4.04, or (C) governing Indebtedness of any Restricted Subsidiary (other than the Issuer) that is not a Guarantor;
(6) any agreement or instrument governing Indebtedness incurred pursuant to clause (9) or (13) of the definition of “Permitted Indebtedness”;
(7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture;
(8) restrictions imposed by any agreement to sell assets not in violation of this Indenture to any Person pending the closing of such sale;
(9) customary rights of first refusal with respect to the Company’s and its Restricted Subsidiaries’ interests in their respective Restricted Subsidiaries (other than Wholly Owned Restricted Subsidiaries) and joint ventures;
(10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(11) customary provisions in joint venture agreements and other similar agreements, applicable to joint ventures not prohibited hereunder;
(12) customary provisions contained in leases, licenses and other agreements, including with respect to intellectual property, in each case, entered into in the ordinary course of business;
(13) Indebtedness of a Person that was a Restricted Subsidiary at the time of incurrence and the incurrence of which Indebtedness is permitted by Section 4.04; provided that such encumbrances and restrictions apply only to such Restricted Subsidiary and its assets; and provided, further, that the Company has determined in good faith, at the time of creation of each such encumbrance or restriction, that such encumbrances and restrictions would not singly or in the aggregate have a materially adverse effect on the ability of the Issuer to make payments on the Securities;
(14) the subordination of any Indebtedness owed by the Company or any of its Restricted Subsidiaries to the Company or any other Restricted Subsidiary to any other Indebtedness of the Company or any of its Restricted Subsidiaries; provided that (A) such other Indebtedness is permitted under this Indenture and (B) the Company has determined in good faith, at the time of creation of each such encumbrance or restriction, that such encumbrances and restrictions would not singly or in the aggregate have a materially adverse effect on the ability of the Issuer to make payments on the Securities; or
(15) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (2), (4) or (5) of this Section 4.13(c) or any other agreement evidencing Indebtedness permitted under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement or any such other agreement (a) are not less favorable to the Company in any material respect as determined by the Company in good faith than the provisions of the Indebtedness being refinanced or (b) would not singly or in the aggregate have a materially adverse effect on the ability of the Issuer to make payments on the Securities.
Appears in 1 contract
Sources: Indenture (Light & Wonder, Inc.)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:
to (ai) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or in respect of its Capital Stock;
any other Restricted Subsidiary, (bii) make loans or advances to or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary of the Company; or
or (civ) transfer any of its property or assets to the Company or any other Restricted Subsidiary Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions:
(i) existing on the Closing Date in the Credit Agreement, this Indenture or any other agreements in effect on the Closing Date (and upon consummation of the CompanyStone Transaction, except for existing on the Stone Transaction Date in the Stone Credit Agreement or any other agreements in effect on the Stone Transaction Date under which Stone or any of its Subsidiaries is a party or any of their assets are bound), and any extensions, refinancings, renewals or replacements of any of the foregoing; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are not materially less favorable taken as a whole to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced;
(ii) existing under or by reason of:
(1) of applicable law and agreements with governmental authoritieslaw;
(2iii) existing with respect to any Person or the Securities, this Indenture property or assets of such Person acquired by the Company or any Guarantee Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired;
(iv) in the case of clause (iv) of the first paragraph of this Section 4.05, (A) that restrict in a customary provisions restricting (1) manner the subletting subletting, assignment or assignment of or under any lease or (2) the transfer of copyrighted any property or patented materialsasset that is a lease, license, conveyance or contract or similar property or asset, (B) provisions in agreements that restrict existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the assignment Company or other transfer of such agreements (or property that is the subject thereof) or rights thereunder any Restricted Subsidiary not otherwise prohibited by this Indenture or (C) provisions of a customary nature contained arising or agreed to in the terms ordinary course of Capital Stock restricting the payment of dividends and the making of distributions on Capital Stock;
(4) business, not relating to any agreement or instrument governing Acquired Indebtedness, which encumbrance and that do not, individually or restriction is not applicable to any Personin the aggregate, or detract from the properties or assets value of any Person, other than (a) the Person or the properties property or assets of the Person so acquired Company or any Restricted Subsidiary in any manner material to the Company and its Restricted Subsidiaries taken as a whole;
(including v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of such Person)of, or (b) any property and assets of, such Restricted Subsidiary having no assets other than (i) the Person or the properties or assets of the Person so acquired (including the Capital Stock of such Person) and (ii) other assets having a fair market value not in excess of $5.0 million, and, in each case, the monetary proceeds thereofSubsidiary;
(5) any agreement or instrument (A) in effect at or entered into on the Issue Date, (B) governing Secured Indebtedness, including the Credit Agreement permitted to be incurred pursuant to Section 4.04, or (C) governing Indebtedness of any Restricted Subsidiary (other than the Issuer) that is not a Guarantor;
(6) any agreement or instrument governing Indebtedness incurred pursuant to clause (9) or (13) of the definition of “Permitted Indebtedness”;
(7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture;
(8) restrictions imposed by any agreement to sell assets not in violation of this Indenture to any Person pending the closing of such sale;
(9vi) customary rights of first refusal provisions with respect to the Company’s disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and its Restricted Subsidiaries’ interests in their respective Restricted Subsidiaries (other than Wholly Owned Restricted Subsidiaries) and joint ventures;
(10) restrictions on cash or other deposits or net worth imposed by customers under contracts similar agreements entered into in the ordinary course of business;
(11vii) customary provisions in joint venture agreements and other similar agreements, any agreement or instrument governing Indebtedness (whether or not outstanding) of any Foreign Subsidiary of the Company permitted to be incurred pursuant to clause (x) under Section 4.03 so long as (1) such agreement or instrument is not applicable to joint ventures any Person or the property or assets of any Person other than such Foreign Subsidiary or the property or assets of such Foreign Subsidiary and its Foreign Subsidiaries and (2) not prohibited hereunder;more than 20% of such Foreign Subsidiary's assets are located in the United States; and
(12viii) customary provisions any restriction in any agreement or instrument of a Receivables Subsidiary governing a Qualified Securitization Transaction. Nothing contained in leases, licenses and other agreements, including with respect to intellectual property, in each case, entered into in this Section 4.05 shall prevent the ordinary course of business;
(13) Indebtedness of a Person that was a Company or any Restricted Subsidiary at the time of incurrence and the incurrence of which Indebtedness is from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted by Section 4.04; provided that such encumbrances and restrictions apply only to such Restricted Subsidiary and its assets; and provided, further, that 4.09 or (2) restricting the Company has determined in good faith, at the time sale or other disposition of creation property or assets of each such encumbrance or restriction, that such encumbrances and restrictions would not singly or in the aggregate have a materially adverse effect on the ability of the Issuer to make payments on the Securities;
(14) the subordination of any Indebtedness owed by the Company or any of its Restricted Subsidiaries to the Company or any other Restricted Subsidiary to any other that secure Indebtedness of the Company or any of its Restricted Subsidiaries; provided that (A) such other Indebtedness is permitted under this Indenture and (B) the Company has determined in good faith, at the time of creation of each such encumbrance or restriction, that such encumbrances and restrictions would not singly or in the aggregate have a materially adverse effect on the ability of the Issuer to make payments on the Securities; or
(15) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (2), (4) or (5) of this Section 4.13(c) or any other agreement evidencing Indebtedness permitted under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement or any such other agreement (a) are not less favorable to the Company in any material respect as determined by the Company in good faith than the provisions of the Indebtedness being refinanced or (b) would not singly or in the aggregate have a materially adverse effect on the ability of the Issuer to make payments on the Securities.
Appears in 1 contract
Sources: Indenture (Jsce Inc)
Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The (a) Except as provided in paragraph (b) of this Section 4.09, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
(a1) pay dividends or make any other distributions on its Capital Stock (or in with respect to any other interest or participation in, or measured by, its profits) to the Company or any of its Capital StockRestricted Subsidiaries or pay any liabilities owed to the Company or any of its Restricted Subsidiaries;
(b2) make loans or advances to or pay any Indebtedness or other obligation owed to the Company or any other of its Restricted Subsidiary of the CompanySubsidiaries; or
(c3) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary Subsidiaries.
(b) The provisions of the Company, except for such 4.09(a) do not apply to any encumbrances or restrictions existing under or by reason ofof or with respect to:
(1) applicable law and the Credit Agreement, Existing Indebtedness or any other agreements with governmental authoritiesas in effect on the Issue Date;
(2) the Securitiesapplicable law, this Indenture rule, regulation or any Guarantee thereoforder;
(A3) customary provisions restricting (1) any Person or the subletting property or assignment assets of a Person acquired by the Company or under any lease or (2) of its Restricted Subsidiaries existing at the transfer of copyrighted or patented materials, (B) provisions in agreements that restrict the assignment or other transfer time of such agreements (acquisition and not incurred in connection with or property that is the subject thereof) or rights thereunder or (C) provisions in contemplation of a customary nature contained in the terms of Capital Stock restricting the payment of dividends and the making of distributions on Capital Stock;
(4) any agreement or instrument governing Acquired Indebtednesssuch acquisition, which encumbrance or restriction is not applicable to any Person, Person or the properties or assets of any Person, other than (a) the Person Person, or the properties property or assets of the Person Person, so acquired acquired;
(including 4) in the Capital Stock case of such Person)clause (a)(3) of this Section 4.09:
(A) provisions that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset;
(B) restrictions existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or (b) Lien on, any Restricted Subsidiary having no assets other than (i) the Person or the properties property or assets of the Person so acquired Company or any Restricted Subsidiary not otherwise prohibited by this Indenture; or
(including C) restrictions arising or agreed to in the Capital Stock ordinary course of such Person) business, not relating to any Indebtedness, and (ii) other that do not, individually or in the aggregate, detract from the value of property or assets having a fair market value not of the Company or any Restricted Subsidiary in excess of $5.0 million, and, in each case, any manner material to the monetary proceeds thereofCompany or any Restricted Subsidiary;
(5) any agreement customary provisions with respect to the disposition or instrument (A) distribution of assets or property in effect at or entered into on the Issue Date, (B) governing Secured Indebtedness, including the Credit Agreement permitted to be incurred pursuant to Section 4.04, or (C) governing Indebtedness of any Restricted Subsidiary (joint venture agreements and other than the Issuer) that is not a Guarantoragreements;
(6) any agreement for the sale or instrument governing Indebtedness incurred pursuant to clause (9) other disposition of all or (13) substantially all of the definition of “Permitted Indebtedness”capital stock of, or property and assets of, a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending such sale or other disposition;
(7) restrictions on the transfer Indebtedness of assets subject a Foreign Subsidiary permitted to any Lien permitted be incurred under this Indenture; provided that (a) such encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred and (b) such encumbrances or restrictions will not materially (in good faith by the Board of Directors of the Company) impair the Company’s ability to make principal and interest payments on the Notes;
(8) restrictions imposed by this Indenture, the Notes, any agreement to sell assets not in violation of this Indenture to any Person pending Additional Notes or the closing of such saleGuarantees;
(9) customary rights of first refusal with respect to the Company’s and its Restricted Subsidiaries’ interests in their respective Restricted Subsidiaries (other than Wholly Owned Restricted Subsidiaries) and joint ventures;
(10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(1110) customary provisions other Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries permitted to be incurred after the Issue Date pursuant to Section 4.06; provided that such restrictions will not materially (in joint venture agreements the good faith judgment of the Board of Directors of the Company) impair the Company’s ability to make principal and other similar agreements, applicable to joint ventures not prohibited hereunderinterest payments on the Notes;
(1211) customary provisions restrictions or conditions contained in leasesany trading, licenses netting, operating, construction, service, supply, purchase or other agreement to which the Company or any of its Restricted Subsidiaries is a party and other agreements, including with respect to intellectual property, in each case, entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Company or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Company or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary;
(12) any instrument governing any Indebtedness or Capital Stock of a Person that is an Unrestricted Subsidiary as in effect on the date that such Person becomes a Restricted Subsidiary, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person who became a Restricted Subsidiary, or the property or assets of the Person who became a Restricted Subsidiary and was not entered into in contemplation of the designation of such Subsidiary as a Restricted Subsidiary; provided that, in the case of Indebtedness, the incurrence of such Indebtedness as a result of such Person becoming a Restricted Subsidiary was permitted by the terms of this Indenture;
(13) Indebtedness of a Person that was a Restricted Subsidiary at the time of incurrence purchase money obligations for property acquired and the incurrence of which Indebtedness is permitted by Section 4.04; provided that such encumbrances and restrictions apply only to such Restricted Subsidiary and its assets; and provided, further, that the Company has determined in good faith, at the time of creation of each such encumbrance or restriction, that such encumbrances and restrictions would not singly or Capital Lease Obligations in the aggregate have a materially adverse effect ordinary course of business that impose restrictions of the nature discussed in clause (a)(3) above, on the ability of the Issuer to make payments on the Securitiesproperty so acquired;
(14) the subordination of any Indebtedness owed by the Company encumbrances or any of its Restricted Subsidiaries to the Company or any other Restricted Subsidiary to any other Indebtedness restrictions of the Company or any of its Restricted Subsidiaries; provided that (A) such other Indebtedness is permitted under this Indenture and (B) the Company has determined in good faith, at the time of creation of each such encumbrance or restriction, that such encumbrances and restrictions would not singly or in the aggregate have a materially adverse effect on the ability of the Issuer to make payments on the Securities; or
(15) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement type referred to in clauses (21), (42) or and (53) of this Section 4.13(c4.09(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or any other agreement evidencing Indebtedness permitted under this Indenturerefinancings of the contracts, instruments or obligations referred to in clauses (1) through (13) above; providedprovided that such amendments, howevermodifications, that restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the provisions relating good faith judgment of the Company’s Board of Directors, not materially more restrictive with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or restriction refinancing; and
(15) any encumbrances or restrictions contained in any such refinancing, replacement Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary that are necessary or substitution agreement or any such other agreement advisable to effect a Permitted Securitization Financing (a) are not less favorable to the Company in any material respect as determined by the Company in good faith than faith). For purposes of determining compliance with this Section 4.09, (i) the provisions priority of the Indebtedness any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being refinanced or (b) would paid on common stock shall not singly or in the aggregate have be deemed a materially adverse effect restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Company or a Restricted Subsidiary of the Issuer Company to other Indebtedness incurred by the Company or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make payments on the Securitiesloans or advances.
Appears in 1 contract
Sources: Indenture (SB/RH Holdings, LLC)