Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make any other distribution on its Capital Stock, (ii) pay any Indebtedness owed to the Company or any other Subsidiary, (iii) make any Investment in the Company or any other Subsidiary or (iv) transfer any of its properties or assets to the Company or any other Subsidiary, except (a) any encumbrance or restriction under the Credit Facility; (b) any encumbrance or restriction, with respect to a Subsidiary that is not a Subsidiary of the Company on the date of this Indenture, in existence at the time such Person becomes a Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; and (c) 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) or (b), or in this clause (c), 88 PROVIDED that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced.
Appears in 1 contract
Sources: Indenture (Loehmanns Holdings Inc)
Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to:
(i) pay dividends or make any other distribution distributions to the Company or any of its Restricted Subsidiaries (a) on its Capital StockStock or (b) with respect to any other interest or participation in, or measured by, its profits;
(ii) pay any Indebtedness owed to the Company or any other Subsidiary, of its Restricted Subsidiaries;
(iii) make any Investment in loans or advances to the Company or any other Subsidiary or of its Restricted Subsidiaries; or
(iv) transfer any of its properties or assets to the Company or any other Subsidiary, of its Restricted Subsidiaries; except for such encumbrances or restrictions existing under or by reason of (a) any encumbrance or restriction under the Credit Facility; (b) any encumbrance or restriction, with respect to a Subsidiary that is not a Subsidiary of the Company Existing Indebtedness as in effect on the date of this Indenture, in existence at (b) this Indenture and the time such Person becomes a Subsidiary of the Company and not incurred in connection withNotes, or in contemplation of, such Person becoming a Subsidiary; and (c) applicable law, (d) any encumbrance instrument governing Indebtedness or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a) or (b), or in this clause (c), 88 PROVIDED that the terms and conditions Capital Stock of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced.a Person acquired
Appears in 1 contract
Sources: Indenture (Mmi Products Inc)
Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance or restriction on the ability of any such Restricted Subsidiary to (i) pay dividends or make any other distribution distributions on its Capital StockStock or Redeemable Stock or any other interest or participation in, (ii) or measured by, its profits, in each case, owned by the Company, or pay any Indebtedness owed to the Company or any other SubsidiaryRestricted Subsidiary of the Company, (ii) make loans or advances to the Company or any Restricted Subsidiary of the Company, or (iii) make any Investment in the Company or any other Subsidiary or (iv) transfer of any of its properties or assets to the Company or any other a Restricted Subsidiary, except (a) any encumbrance or restriction under the Credit Facility; .
(b) The foregoing shall not prohibit encumbrances or restrictions existing as of the date hereof or hereafter under or by reason of:
(i) this Indenture, the MGI Indenture or the Pacific Lumber Indenture;
(ii) the Credit Agreement;
(iii) (A) customary provisions restricting subletting or assignment of any encumbrance lease of the Company or restriction, with respect to a Subsidiary that is not a any Restricted Subsidiary of the Company Company, or (B) customary restrictions imposed on the date transfer of this Indenture, in existence at the time such Person becomes a Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; and (c) 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) or (b), or in this clause (c), 88 PROVIDED that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced.copyrighted or
Appears in 1 contract
Sources: Indenture (Maxxam Inc)
Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make any other distribution on its Capital Stock, (ii) pay any Indebtedness owed to the Company or any other Subsidiary, (iii) make any Investment in the Company or any other Subsidiary or (iv) transfer any of its properties or assets to the Company or any other Subsidiary, except (a) any encumbrance or restriction under the Credit Facility; (b) any encumbrance or restriction, with respect to a Subsidiary that is not a Subsidiary of the Company on the date of this Indenture, in existence at the time such Person becomes a Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary; and (c) 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) or (b), or in this clause (c), 88 PROVIDED that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced.
Appears in 1 contract
Sources: Indenture (Loehmanns Holdings Inc)