Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries Sample Clauses
The "Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries" clause restricts a company and its subsidiaries from imposing limitations on the ability of subsidiaries to pay dividends or make other payments to the parent company. In practice, this means that subsidiaries generally cannot enter into agreements or arrangements that would prevent them from transferring cash or assets to the parent, such as through dividends, loans, or advances. The core function of this clause is to ensure that the parent company maintains access to the financial resources of its subsidiaries, thereby protecting the interests of creditors or investors by preventing the ring-fencing of assets within subsidiaries.
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Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (i) pay dividends or make any other distribution on its Equity Interests, (ii) pay any Indebtedness owed to the Company or a Restricted Subsidiary of the Company, (iii) make any Investment in the Company or a Restricted Subsidiary of the Company or (iv) transfer any of its properties or assets to the Company or any Restricted Subsidiary, except (a) any encumbrance or restriction pursuant to an agreement in effect on the Issue Date or contained in any other indenture or instrument governing debt or preferred securities that are no more restrictive than those contained in this Indenture; (b) any encumbrance or restriction, with respect to a Restricted Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided, that such encumbrances and restrictions are not applicable to the Company or any Restricted Subsidiary or the properties or assets of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; (c) any encumbrance or restriction existing under, by reason of or with respect to any agreement of the Company or any Restricted Subsidiary; provided that (1) such encumbrances or restrictions are ordinary and customary in light of the type of agreement involved and (2) such encumbrances shall not affect in any material respect the Company’s or any Guarantor’s ability to make principal and interest payments on the Securities, as determined in good faith by the Company; (d) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (b) and (c), or in this clause (d), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced or are not more restrictive than those set forth in this Indenture; and (e) any encumb...
Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:
(a) pay dividends or make any other distributions to the Company or any Restricted Subsidiary on its Capital Stock;
(b) pay any Indebtedness owed to the Company or any Restricted Subsidiary;
(c) make loans or advances to the Company or any Restricted Subsidiary;
(d) transfer any of its properties or assets to the Company or any Restricted Subsidiary;
(e) grant Liens or security interests on the assets of the Company or the Restricted Subsidiaries in favor of the Holders of the Notes; or
(f) guarantee the Notes or any renewals or refinancings thereof, in each case, except for Permitted Dividend Encumbrances.
Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary of the Company to (a) pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock or any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness owed to the Company or any other Subsidiary of the Company, (c) make loans or advances to, or any other Investment in, the Company or any other Subsidiary of the Company, (d) transfer any of its properties or assets to the Company or any other Subsidiary of the Company or (e) guarantee any Indebtedness of the Company or any other Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Subsidiary of the Company, (iii) customary restrictions on transfers of property subject to a Lien permitted under this Indenture which could not materially adversely affect the Company's ability to satisfy its obligations under this Indenture and the Securities, (iv) any agreement or other instrument of a person acquired by the Company or any Subsidiary of the Company (or a Subsidiary of such person) in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person, or the properties or assets of the person, so acquired, (v) provisions contained in agreements or instruments relating to Indebtedness which prohibit the transfer of all or substantially all of the assets of the obligor thereunder unless the transferee shall assume the obligations of the obligor under such agreement or instrument and (vi) encumbrances and restrictions under the Credit Agreements and other Senior Indebtedness and Guarantor Senior Indebtedness in effect on the Issue Date and encumbrances and restrictions in permitted refinancings or replacements thereof which are no less favorable to the Holders of the Securities than those contained in the Senior Indebtedness and Guarantor Senior Indebtedness so refinanced or replaced.
Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Borrower shall not, and shall not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective or enter into any agreement with any Person that would cause, any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distributions on its Stock or any other interest or participation in, or measured by, its profits owed by, or pay any Indebtedness owed to, the Borrower or a Subsidiary, (b) make any loans or advances to the Borrower or any Subsidiary or (c) transfer any of its properties or assets to the Borrower or to any Subsidiary, except, in each case, for such encumbrances or restrictions existing under or contemplated by or by reason of (i) this Agreement, (ii) any restrictions existing under or contemplated by agreements in effect on the Closing Date, (iii) any restrictions, with respect to a Subsidiary that is not a Subsidiary of the Borrower on the Closing Date, in existence at the time such Person becomes a Subsidiary of the Borrower (but not created in contemplation of such Person becoming a Subsidiary), or (iv) any restrictions existing under any agreement that refinances or replaces an agreement containing a restriction permitted by clause (i), (ii) or (iii) above, provided, however, that the terms and conditions of any such restrictions under this clause (iv) are not materially less favorable to the Lender than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness refinanced.
Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not cause or permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or pay or guarantee any Indebtedness or other obligation owed to the Company or any other Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law; (2) this Indenture;
Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Issuer will ensure that each of its Subsidiaries will not agree or become subject to any restriction at any time that has the effect of limiting such Subsidiary’s ability to (a) declare or pay any dividends on or make any other distributions permitted by applicable law in respect of any class of its capital stock or any warrant to acquire any such capital stock or (b) directly or indirectly purchase, redeem or otherwise acquire or retire any of its capital stock or any warrant to acquire any such capital stock; provided, however, that the foregoing shall not apply to (i) any existing restrictions in existence as of this Indenture, (ii) any restrictions imposed by operation of law, or (iii) any restrictions with respect to a Subsidiary that is imposed pursuant to an agreement which has been entered into for the sale or disposition of a majority or more of such Subsidiary’s capital stock.
Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. Intentionally deleted by amendment.”
(h) Section 4.11 of the Original Indenture is hereby amended and restated in its entirety to read as follows:
Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective or enter into any agreement with any Person that would cause any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of the Company to (a) pay dividends, in cash or otherwise, or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits owned by the Company or a Subsidiary of the Company, (b) make any loans or advances to or pay any Indebtedness owed to, the Company or any Subsidiary of the Company or (c) transfer any of its properties or assets to the Company or to any Subsidiary of the Company, except for (i) encumbrances or restrictions existing under or contemplated by or by reason of the Notes, this Indenture, and the Guarantees, (ii) encumbrances or restrictions existing under or contemplated by agreements as in effect on the Issue Date,
Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries applicable to such Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted under the covenant described under Section 4.13; and provided, further, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, (g) Refinancing Indebtedness permitted under this Indenture; provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive in the aggregate than those contained in the agreements governing the Indebtedness being refinanced immediately prior to such refinancing, (h) any agreement in effect on the Issue Date and (i) provisions in security agreements relating to secured Indebtedness of a Subsidiary to the extent such provisions restrict the transfer of the property that is the subject of such security agreements.
Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. Except as set forth herein, neither TWG International nor its Subsidiaries shall permit any Subsidiary thereof to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (a) pay dividends or make any other distributions to TWG International or any Subsidiary thereof on its Capital Stock, (b) pay any Indebtedness owed to TWG International or any Subsidiary thereof, (c) make loans or advances to TWG International or any Subsidiary thereof, (d) transfer any of its properties or assets to TWG International or any Subsidiary thereof, (e) grant liens or security interests on the assets of TWG International or its Subsidiaries in favor of the holders of the Securities or (f) Guarantee the Securities or any renewals or refinancings thereof.