Common use of Limitation on Restrictions on Subsidiary Distributions Clause in Contracts

Limitation on Restrictions on Subsidiary Distributions. The Borrower will not, and will not permit any Subsidiary to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (i) pay dividends or make any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (ii) make loans or advances to the Borrower or any other Subsidiary of the Borrower or (iii) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (a) any restrictions existing under the Loan Documents, (b) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which has been entered into in connection with the disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, or (c) any restrictions with respect to assets encumbered by a Lien permitted by Section 6.15 so long as such restriction applies only to the assets encumbered by such permitted Lien.

Appears in 3 contracts

Sources: Bridge Credit Agreement (Tecumseh Products Co), Credit Agreement (Tecumseh Products Co), Credit Agreement (Tecumseh Products Co)

Limitation on Restrictions on Subsidiary Distributions. The Borrower will not, and will not permit any Subsidiary to, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (ia) pay dividends or make any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (iib) make loans or advances to the Borrower or any other Subsidiary of the Borrower or (iiic) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (ai) any restrictions existing under the Loan Credit Documents, (bii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which has been entered into in connection with the disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, Subsidiary or (ciii) any restrictions with respect to assets encumbered by the Borrower or any of its Subsidiaries imposed pursuant to an agreement which has been entered into in connection with a Lien permitted by Section 6.15 so long as 7.2 or a sale of assets permitted by Section 7.5 and any such restriction applies prohibitions or limitations apply only to the assets Property encumbered by such permitted LienLien or subject to such sale.

Appears in 2 contracts

Sources: Credit Agreement (M & F Worldwide Corp), Credit Agreement (M & F Worldwide Corp)

Limitation on Restrictions on Subsidiary Distributions. The Borrower Company will not, and will not permit any Subsidiary of its Subsidiaries to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower Company to (ia) pay dividends or make any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower Company or any other Subsidiary of the BorrowerCompany, (iib) make loans or advances to the Borrower Company or any other Subsidiary of the Borrower Company or (iiic) transfer any of its assets to the Borrower Company or any other Subsidiary of the BorrowerCompany, except for such encumbrances or restrictions existing under or by reason of (ai) any restrictions existing under the Loan Credit Documents, (bii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which has been entered into in connection with the disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, Subsidiary or (ciii) any restrictions with respect to assets encumbered by the Company or any of its Subsidiaries imposed pursuant to an agreement which has been entered into in connection with a Lien permitted by Section 6.15 so long as subsection 8.2 or a sale of assets permitted by subsection 8.5 and any such restriction applies prohibitions or limitations apply only to the assets Property encumbered by such permitted LienLien or subject to such sale.

Appears in 1 contract

Sources: Credit Agreement (M & F Worldwide Corp)

Limitation on Restrictions on Subsidiary Distributions. The Borrower will not, and will not permit any Subsidiary to, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (ia) pay dividends or make any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (iib) make loans or advances to the Borrower or any other Subsidiary of the Borrower or (iiic) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (ai) any restrictions existing under the Loan DocumentsDocuments or the Senior Subordinated Note Indenture, (bii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which has been entered into in connection with the disposition Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, Subsidiary or (ciii) any restrictions with respect to assets encumbered by the Borrower or any of its Subsidiaries imposed pursuant to an agreement which has been entered into in connection with a Lien permitted by Section 6.15 so long as 7.3 or a sale of assets permitted by Section 7.5 and any such restriction applies prohibitions or limitations apply only to the assets Property encumbered by such permitted LienLien or subject to such sale.

Appears in 1 contract

Sources: Credit Agreement (Panavision Inc)