Limitations on Restrictions Affecting Restricted Subsidiaries. Hovnanian and the Issuer will not, and will not cause or permit any Restricted Subsidiary to, create, assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to: (a) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by Hovnanian or any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to Hovnanian or any other Restricted Subsidiary, (b) make loans or advances to Hovnanian or any other Restricted Subsidiary, or (c) transfer any of its property or assets to Hovnanian or any other Restricted Subsidiary, except for: (i) encumbrances or restrictions existing under or by reason of applicable law, (ii) contractual encumbrances or restrictions in effect on the Issue Date and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such contractual encumbrances or restrictions, as in effect on the Issue Date, (iii) any restrictions or encumbrances arising under Acquired Indebtedness; provided that such encumbrance or restriction applies only to either the assets that were subject to the restriction or encumbrance at the time of the acquisition or the obligor on such Indebtedness and its Subsidiaries prior to such acquisition, (iv) any restrictions or encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions and encumbrances of the type described in this clause (iv) that arise under such Refinancing Indebtedness shall not be materially more restrictive or apply to additional assets than those under the agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or extended, (v) any Permitted Lien, or any other agreement restricting the sale or other disposition of property, securing Indebtedness permitted by the Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Subsidiary of Hovnanian to pay dividends or make or repay loans or advances prior to default thereunder, (vi) reasonable and customary borrowing base covenants set forth in agreements evidencing Indebtedness otherwise permitted by the Indenture, (vii) customary non-assignment provisions in leases, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business, (viii) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition, (ix) encumbrances or restrictions existing under or by reason of the Indenture or the Notes, (x) purchase money obligations that impose restrictions on the property so acquired of the nature described in clause (c) of the preceding paragraph, (xi) Liens permitted under the Indenture securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien, (xii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements, (xiii) customary provisions of any franchise, distribution or similar agreements, (xiv) restrictions on cash or other deposits or net worth imposed by contracts entered into in the ordinary course of business, and (xv) any encumbrance or restrictions of the type referred to in clauses (a), (b) or (c) of the first paragraph of this section imposed by any amendments, modifications, restatements, renewals, supplements, refinancings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) of this paragraph, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment of Hovnanian’s Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing.
Appears in 3 contracts
Sources: Seventh Supplemental Indenture (Hovnanian Enterprises Inc), Senior Notes Indenture (Hovnanian Enterprises Inc), First Supplemental Indenture (Hovnanian Enterprises Inc)
Limitations on Restrictions Affecting Restricted Subsidiaries. Hovnanian and the Issuer The Company will not, and will not cause or permit any Restricted Subsidiary to, create, assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of leases and other agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to:
to (ai) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by Hovnanian the Company or any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to Hovnanian the Company or any other Restricted Subsidiary,
, (bii) make loans or advances to Hovnanian the Company or any other Restricted Subsidiary, or
or (ciii) transfer any of its property properties or assets to Hovnanian the Company or any other Restricted Subsidiary, except for:
for (ia) encumbrances or restrictions existing under or by reason of applicable law,
, (iib) contractual encumbrances covenants or restrictions contained in Indebtedness in effect on the Issue Date and any amendments, modifications, restatements, renewals, supplements, refundings, replacements as such covenants or refinancings thereof, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings restrictions are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such contractual encumbrances or restrictions, as in effect on the Issue Date,
such date, (iiic) any restrictions or encumbrances arising under Acquired Indebtedness; provided provided, that such encumbrance or restriction applies only to either the assets that were subject to the restriction or encumbrance at the time of the acquisition or the obligor on such Indebtedness and its Subsidiaries prior to such acquisition,
Subsidiaries, (ivd) any restrictions or encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions and encumbrances of the type described in this clause (ivd) that arise under such Refinancing Indebtedness shall not be materially more restrictive or apply to additional assets than those under the agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or extended,
, (ve) any Permitted Lien, or any other agreement restricting the sale or other disposition of property, securing Indebtedness permitted by the this Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Subsidiary of Hovnanian the Company to pay dividends or make or repay loans or advances prior to default thereunder,
, (vif) reasonable and customary borrowing base covenants set forth in agreements evidencing Indebtedness otherwise permitted by the this Indenture,
, (viig) customary non-provisions restricting subletting or assignment provisions in leasesof any lease governing a leasehold interest of the Company or any Restricted Subsidiary, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business,
and (viiih) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition,
(ix) encumbrances or restrictions existing under or by reason of the Indenture or the Notes,
(x) purchase money obligations that impose restrictions on the property so acquired of the nature described in clause (c) of the preceding paragraph,
(xi) Liens permitted under the Indenture securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien,
(xii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements,
(xiii) customary provisions of any franchise, distribution or similar agreements,
(xiv) restrictions on cash or other deposits or net worth imposed by contracts entered into in the ordinary course of business, and
(xv) any encumbrance or restrictions of the type referred to in clauses (a), (b) or (c) of the first paragraph of this section imposed by any amendments, modifications, restatements, renewals, supplements, refinancings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) of this paragraph, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment of Hovnanian’s Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing.
Appears in 3 contracts
Sources: Seventeenth Supplemental Indenture (Horton D R Inc /De/), Supplemental Indenture (Horton D R Inc /De/), Twentieth Supplemental Indenture (Horton D R Inc /De/)
Limitations on Restrictions Affecting Restricted Subsidiaries. Hovnanian and the Issuer will The Company shall not, and will shall not cause or permit any of its Restricted Subsidiary Subsidiaries to, createdirectly or indirectly, assume create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to:
to (aa)(i) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, owned by Hovnanian or any other Restricted Subsidiary, or (ii) pay interest on or principal of any Indebtedness owed to Hovnanian the Company or any other of its Restricted Subsidiary,
Subsidiaries, (b) make loans or advances to Hovnanian the Company or any other of is Restricted SubsidiarySubsidiaries, or
(c) transfer any of its property properties or assets to Hovnanian the Company or any other of its Restricted SubsidiarySubsidiaries, or (d) guarantee the Notes or any Indebtedness issued in exchange for, or the proceeds of which are used to extend, refinance, renew, replace, or refund the Notes, except for:
(i) for such encumbrances or restrictions described in (a) through (d) above existing under or by reason reasons of applicable law,
(iii) contractual encumbrances or restrictions in effect on the Issue Date and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such contractual encumbrances or restrictions, Existing Indebtedness as in effect on the Issue Date,
date of this First Supplemental Indenture, (ii) applicable law or regulation, (iii) any restrictions or encumbrances arising under instrument governing Acquired Indebtedness; provided that such encumbrance or restriction applies only to either the assets that were subject to the restriction or encumbrance Indebtedness as in effect at the time of the acquisition acquisition, which encumbrance or restriction is not applicable to any person, or the obligor on properties or assets of any person, other than the person, or the properties or assets of the person, so acquired, provided that the Consolidated Net Income of such Indebtedness and its Subsidiaries prior to person shall not be taken into account in determining whether such acquisition,
acquisition was permitted by the terms of this First Supplemental Indenture, (iv) any restrictions by reason of customary non-assignment provisions or encumbrances arising prohibitions on subletting in connection with leases or other contracts entered into in the ordinary course of business, (v) Refinancing Indebtedness; provided, however, that any restrictions and encumbrances of the type described in this Indebtedness permitted under clause (iv) of paragraph (a) of Section 5.02 hereof, provided that arise under the restrictions contained in the agreements governing such Refinancing Indebtedness shall not be materially are no more restrictive or apply to additional assets than those under contained in the agreement creating or evidencing agreements governing the Indebtedness being refunded, refinanced, replaced or extended,
(vvi) with respect to clause (c) above, (A) purchase money obligations, Non-Recourse Indebtedness and Capital Lease Obligations for property acquired or leased in the ordinary course of business, (B) any Permitted Lien, or any other agreement restricting the sale or other disposition of property, properties securing Indebtedness permitted by the this First Supplemental Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Restricted Subsidiary of Hovnanian to pay dividends or make or repay loans or advances prior to default thereunder,
the Company, (viC) reasonable and customary borrowing base covenants set forth restrictions or encumbrances contained in any security agreements evidencing Indebtedness otherwise permitted by this First Supplemental Indenture securing Indebtedness permitted by this First Supplemental Indenture to the Indenture,
extent that such restrictions or encumbrances restrict the transfer of assets (viior proceeds thereof) customary non-assignment provisions in leasessubject to such security agreement, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business,
(viiiD) any restriction restrictions or encumbrances with respect to a Restricted Subsidiary imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending or such an agreement which has been entered into for the closing of such sale or disposition,
(ix) encumbrances or restrictions existing under or by reason disposition of assets of the Indenture or Company to the Notes,
(x) purchase money obligations that impose restrictions on the property so acquired of the nature described extent otherwise permitted by this First Supplemental Indenture, including in clause (c) of the preceding paragraph,
(xi) Liens permitted under the Indenture securing Indebtedness that limit the right of the debtor to dispose of the assets subject connection with any Asset Sale, as applicable only to such Lien,
(xii) provisions with respect to the disposition or distribution of assets or property in joint venture agreementsCapital Stock to be sold, assets sale agreements, stock sale agreements and other similar agreements,
or (xiiivii) customary provisions of any franchise, distribution or similar agreements,
(xiv) restrictions on cash or other deposits or net worth imposed by contracts agreements entered into in the ordinary course of business, and
(xv) any encumbrance business restricting the ability of a joint venture to make distributions or restrictions payments of the type referred cash or property to participants in clauses (a), (b) or (c) of the first paragraph of this section imposed by any amendments, modifications, restatements, renewals, supplements, refinancings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) of this paragraph, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment of Hovnanian’s Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancingjoint venture.
Appears in 3 contracts
Sources: First Supplemental Indenture (NVR Inc), First Supplemental Indenture (NVR Inc), First Supplemental Indenture (NVR Inc)
Limitations on Restrictions Affecting Restricted Subsidiaries. Hovnanian The Company and the Issuer will not, and will not cause or permit any Restricted Subsidiary to, create, assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to:
(a) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by Hovnanian the Company or any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to Hovnanian the Company or any other Restricted Subsidiary,
(b) make loans or advances to Hovnanian the Company or any other Restricted Subsidiary, or
(c) transfer any of its property or assets to Hovnanian the Company or any other Restricted Subsidiary, except for:
(i) encumbrances or restrictions existing under or by reason of applicable law,
(ii) contractual encumbrances or restrictions in effect on the Issue Date and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such contractual encumbrances or restrictions, as in effect on the Issue Date,
(iii) any restrictions or encumbrances arising under Acquired Indebtedness; provided that such encumbrance or restriction applies only to either the assets that were subject to the restriction or encumbrance at the time of the acquisition or the obligor on such Indebtedness and its Subsidiaries prior to such acquisition,
(iv) any restrictions or encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions and encumbrances of the type described in this clause (iv) that arise under such Refinancing Indebtedness shall not be materially more restrictive or apply to additional assets than those under the agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or extended,
(v) any Permitted Lien, or any other agreement restricting the sale or other disposition of property, securing Indebtedness permitted by the Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Subsidiary of Hovnanian the Company to pay dividends or make or repay loans or advances prior to default thereunder,
(vi) reasonable and customary borrowing base covenants set forth in agreements evidencing Indebtedness otherwise permitted by the Indenture,
(vii) customary non-assignment provisions in leases, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business,
(viii) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition,
(ix) encumbrances or restrictions existing under or by reason of the Indenture or the Notes,
(x) purchase money obligations that impose restrictions on the property so acquired of the nature described in clause (c) of the preceding paragraph,
(xi) Liens permitted under the Indenture securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien,
(xii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements,
(xiii) customary provisions of any franchise, distribution or similar agreements,
(xiv) restrictions on cash or other deposits or net worth imposed by contracts entered into in the ordinary course of business, and
(xv) any encumbrance or restrictions of the type referred to in clauses (a), (b) or (c) of the first paragraph of this section imposed by any amendments, modifications, restatements, renewals, supplements, refinancings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) of this paragraph, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment of Hovnanianthe Company’s Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Sources: Indenture (Hovnanian Enterprises Inc), Indenture (Hovnanian Enterprises Inc)
Limitations on Restrictions Affecting Restricted Subsidiaries. Hovnanian and the Issuer The Company will not, and will not cause or permit any Restricted Subsidiary to, create, assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of leases and other agreements that restrict the assignability as- signability thereof) on the ability of any Restricted Subsidiary to:
to (ai) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by Hovnanian the Company or any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to Hovnanian the Company or any other Restricted Subsidiary,
, (bii) make loans or advances to Hovnanian the Company or any other Restricted Subsidiary, or
or (ciii) transfer any of its property properties or assets to Hovnanian the Company or any other Restricted Subsidiary, except for:
for (ia) encumbrances or restrictions existing under or by reason of applicable law,
, (iib) contractual encumbrances covenants or restrictions contained in Indebtedness in effect on the Issue Date and any amendments, modifications, restatements, renewals, supplements, refundings, replacements as such covenants or refinancings thereof, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings restrictions are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such contractual encumbrances or restrictions, as in effect on the Issue Date,
such date, (iiic) any restrictions or encumbrances arising under Acquired Indebtedness; provided provided, that such encumbrance or restriction applies only to either the assets that were subject to the restriction or encumbrance at the time of the acquisition or the obligor on such Indebtedness and its Subsidiaries prior to such acquisition,
Subsidiaries, (ivd) any restrictions or encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions and encumbrances of the type described in this clause (ivd) that arise under such Refinancing Indebtedness shall not be materially more restrictive or apply to additional assets than those under the agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or extended,
, (ve) any Permitted Lien, or any other agreement restricting the sale or other disposition of property, securing Indebtedness permitted by the this Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Subsidiary of Hovnanian the Company to pay dividends or make or repay loans or advances prior to default thereunder,
, (vif) reasonable and customary borrowing base covenants set forth in agreements evidencing Indebtedness otherwise permitted by the this Indenture,
, (viig) customary non-provisions restricting subletting or assignment provisions in leasesof any lease governing a leasehold interest of the Company or any Restricted Subsidiary, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business,
and (viiih) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition,
(ix) encumbrances or restrictions existing under or by reason of the Indenture or the Notes,
(x) purchase money obligations that impose restrictions on the property so acquired of the nature described in clause (c) of the preceding paragraph,
(xi) Liens permitted under the Indenture securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien,
(xii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements,
(xiii) customary provisions of any franchise, distribution or similar agreements,
(xiv) restrictions on cash or other deposits or net worth imposed by contracts entered into in the ordinary course of business, and
(xv) any encumbrance or restrictions of the type referred to in clauses (a), (b) or (c) of the first paragraph of this section imposed by any amendments, modifications, restatements, renewals, supplements, refinancings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) of this paragraph, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment of Hovnanian’s Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Sources: Senior Notes Indenture (Horton D R Inc /De/), Nineteenth Supplemental Indenture (Horton D R Inc /De/)
Limitations on Restrictions Affecting Restricted Subsidiaries. Hovnanian and the Issuer will The Company shall not, and will shall not cause or permit any Restricted Subsidiary to, createdirectly or indirectly, assume create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to:
to (ax) pay dividends or make any other distributions to the Company or any other Restricted Subsidiary on its Capital Stock Equity Interests or with respect to any other interest or participation in, or measured by, its profits, owned by Hovnanian or pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (y) make loans or pay interest on advances to, or principal of guarantee any Indebtedness owed or other obligations of, the Company or any other Restricted Subsidiary or (z) transfer any of its properties or assets to Hovnanian the Company or any other Restricted Subsidiary,
. The foregoing shall not prohibit (ba) make loans any encumbrance or advances to Hovnanian or any other Restricted Subsidiary, or
(c) transfer any of its property or assets to Hovnanian or any other Restricted Subsidiary, except for:
(i) encumbrances or restrictions restriction existing under or by reason of applicable law,
(ii) contractual encumbrances or restrictions in effect on the Issue Date and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such contractual encumbrances or restrictions, as agreement in effect on the Issue Date,
(iii) , as any restrictions such agreement is in effect on such date or encumbrances arising under Acquired Indebtedness; provided that as thereafter amended or supplemented but only if such encumbrance or restriction applies only to either the assets that were subject to the restriction or encumbrance at the time of the acquisition or the obligor on such Indebtedness and its Subsidiaries prior to such acquisition,
(iv) any restrictions or encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions and encumbrances of the type described in this clause (iv) that arise under such Refinancing Indebtedness shall not be materially is no more restrictive or apply to additional assets than those under in the agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or extended,
amended; (v) any Permitted Lien, or any other agreement restricting the sale or other disposition of property, securing Indebtedness permitted by the Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Subsidiary of Hovnanian to pay dividends or make or repay loans or advances prior to default thereunder,
(vi) reasonable and customary borrowing base covenants set forth in agreements evidencing Indebtedness otherwise permitted by the Indenture,
(viib) customary non-assignment provisions contained in leases, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business,
(viii) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary; provided, however, that (x) such encumbrance or restriction is applicable only to such Restricted Subsidiary pending the closing of or assets and (y) such sale or disposition,
disposition is made in accordance with Section 4.16; (ixc) encumbrances any encumbrance or restrictions re- 45 -39- striction existing under or by reason of the Indenture applicable law; (d) customary provisions restricting subletting or the Notes,
assignment of any lease governing any leasehold interest of any Restricted Subsidiary; (xe) covenants in purchase money obligations that impose restrictions on the for property so acquired of the nature described in clause (c) of the preceding paragraph,
(xi) Liens permitted under the Indenture securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien,
(xii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements,
(xiii) customary provisions of any franchise, distribution or similar agreements,
(xiv) restrictions on cash or other deposits or net worth imposed by contracts entered into in the ordinary course of business, and
business restricting transfer of such property; (xvf) covenants in security agreements securing Indebtedness of a Restricted Subsidiary (to the extent that such Liens were otherwise incurred in accordance with Section 4.15) that restrict the transfer of property subject to such agreements; (g) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition, which encumbrance or restrictions restriction (x) 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 type referred to Person so acquired, and (y) is not incurred in clauses (a), (b) connection with or in contemplation of such acquisition; or (ch) of the first paragraph of this section imposed by any amendments, modifications, restatements, renewals, supplements, refinancings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) of this paragraph, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment of Hovnanian’s Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained in any agreement entered into after the dividend Issue Date, so long as such encumbrance or other payment restriction is not materially more disadvantageous to the Holders than the encumbrances and restrictions prior to such amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancingin existence at the Issue Date.
Appears in 2 contracts
Sources: Indenture (Hermes Europe Railtel B V), Indenture (Global Telesystems Group Inc)
Limitations on Restrictions Affecting Restricted Subsidiaries. Hovnanian and the Issuer (a) The Company will not, and will not cause or permit any Restricted Subsidiary to, create, assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to:
(ai) pay dividends or make any other distributions on its Capital Stock Equity Interests or any other interest or participation in, or measured by, its profits, owned by Hovnanian the Company, the Corporate Issuer or any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to Hovnanian the Company or any other Restricted Subsidiary,
(bii) make loans or advances to Hovnanian the Company, the Corporate Issuer or any other Restricted Subsidiary, or
(ciii) transfer any of its property Property or assets to Hovnanian the Company, the Corporate Issuer or any other Restricted Subsidiary, except for.
(b) The encumbrances and restrictions in Section 4.09(a) shall not apply to:
(i) encumbrances or restrictions existing under or by reason of applicable law, including judicial or regulatory actions,
(ii) contractual encumbrances or restrictions in effect on the Issue Date and any amendments, modifications, restatements, renewals, supplements, refundings, replacements at or refinancings thereof, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such contractual encumbrances or restrictions, as in effect entered into on the Issue Date,
(iii) any restrictions or encumbrances arising under (A) Acquired IndebtednessIndebtedness or (B) appearing in any agreements acquired or assumed in connection with the acquisition of Property; provided provided, however, that such encumbrance or restriction applies only to either the assets that were subject to the restriction or encumbrance at the time of the acquisition or the obligor on such Indebtedness and its Subsidiaries prior to such acquisition,
(iv) any restrictions or encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions and encumbrances of the type described in this clause (iv) that arise under such Refinancing Indebtedness shall not be materially more restrictive or apply to additional assets than those under the agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or extended,
(v) any Permitted Lien, or any other agreement restricting the sale or other disposition of propertyProperty, securing Indebtedness permitted by the Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Subsidiary of Hovnanian the Company to pay dividends or make or repay loans or advances prior to default thereunder,
(viv) reasonable and customary borrowing base covenants set forth in agreements evidencing Indebtedness otherwise permitted by the this Indenture,
(viivi) customary non-assignment provisions in leases, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business,
(viiivii) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock Equity Interests or assets of such Restricted Subsidiary pending the closing of such sale or disposition,
(ixviii) encumbrances or restrictions existing under or by reason of (A) this Indenture, the Indenture Notes or the NotesGuarantees, (B) any Credit Facility, the Indebtedness under which is Permitted Indebtedness incurred under clause (1) of the definition of “Permitted Indebtedness” or (C) the definitive agreements governing any other Senior Indebtedness permitted to be Incurred subsequent to the Issue Date in accordance with Section 4.06 above; provided, however, that in the case of clause (C), (x) either (i) the encumbrance or restriction applies only in the event of and during the continuance of a payment default or a default with respect to a financial covenant contained in such definitive agreements or (ii) the Company determines at the time any such Senior Indebtedness is Incurred (and at the time of any modification of the terms of any such encumbrance or restriction) that any such encumbrance or restriction will not materially affect the Company’s or any Restricted Subsidiary’s ability to make principal or interest payments on the Notes and any other Indebtedness that is an obligation of the Company or any Restricted Subsidiary, as applicable and (y) the encumbrance or restriction is not materially more disadvantageous to the holders of the Notes than is customary in comparable financings or agreements (as determined by the Company in good faith),
(xix) purchase money obligations that impose restrictions on the property Property so acquired of the nature described in clause (c) of the preceding paragraphSection 4.09(a)(iii),
(xix) Liens permitted under the this Indenture securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien▇▇▇▇,
(xiixi) provisions with respect to the disposition or distribution of assets or property Property in joint venture agreements, assets asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements,
(xiiixii) customary provisions of any franchise, distribution or similar agreements,
(xivxiii) restrictions on cash or other deposits or net worth imposed by contracts entered into in the ordinary course of business,
(xiv) any encumbrances or restrictions existing under (A) development agreements or other contracts entered into with municipal entities, agencies or sponsors in connection with the entitlement or development of real property or (B) agreements for funding of infrastructure, including in respect of the issuance of community facility district bonds, metro district bonds, ▇▇▇▇▇-▇▇▇▇ bonds and subdivision improvement bonds, and similar bonding requirements arising in the ordinary course of business of a homebuilder;
(xv) any encumbrances or restrictions contained in any joint venture agreement entered into by the Company or any of its Restricted Subsidiaries, to the extent binding upon the assets of the relevant joint venture, together with any encumbrances or restrictions contained in any agreement entered into by any such joint venture;
(xvi) any encumbrances or restrictions that require “lockbox” or similar obligations with respect to Non-Recourse Indebtedness and Indebtedness secured by a Permitted Lien pursuant to clause (12) of the definition thereof; and
(xvxvii) any encumbrance or restrictions of the type referred to in clauses (ai), (bii) or (ciii) of the first paragraph of this section Section 4.09(a) imposed by any amendments, modifications, restatements, renewals, supplements, refinancings, replacements or refinancings Refinancings of the contracts, instruments or obligations referred to in clauses (iii), (iii), (viii) through and (xivix) of this paragraphSection 4.09(b); provided, provided however, that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings Refinancings are, in the good faith judgment of Hovnanianthe Company’s Board of DirectorsGoverning Body, no more restrictive in any material respect with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancingRefinancing.
Appears in 2 contracts
Sources: Indenture (Shea Homes Limited Partnership), Indenture (Shea Homes Limited Partnership)
Limitations on Restrictions Affecting Restricted Subsidiaries. Hovnanian and the Issuer The Company will not, and will not cause or permit any Restricted Subsidiary to, create, assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of leases and other agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to:
to (ai) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by Hovnanian the Company or any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to Hovnanian the Company or any other Restricted Subsidiary,
, (bii) make loans or advances to Hovnanian the Company or any other Restricted Subsidiary, or
or (ciii) transfer any of its property properties or assets to Hovnanian the Company or any other Restricted Subsidiary, except for:
for (ia) encumbrances or restrictions existing under or by reason of applicable law,
, (iib) contractual encumbrances covenants or restrictions contained in Indebtedness in effect on the Issue Date and any amendments, modifications, restatements, renewals, supplements, refundings, replacements date of this Indenture as such covenants or refinancings thereof, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings restrictions are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such contractual encumbrances or restrictions, as in effect on the Issue Date,
such date, (iiic) any restrictions or encumbrances encum- brances arising under Acquired Indebtedness; provided provided, that such encumbrance or -------- restriction applies only to either the assets that were subject to the restriction or encumbrance at the time of the acquisition or the obligor on such Indebtedness and its Subsidiaries prior to such acquisition,
Subsidiaries, (ivd) any restrictions or encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any -------- ------- restrictions and encumbrances of the type described in this clause (ivd) that arise under such Refinancing Indebtedness shall not be materially more restrictive or apply to additional assets than those under the agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or extended,
, (ve) any Permitted Lien, or any other agreement restricting the sale or other disposition of property, securing Indebtedness permitted by the this Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Subsidiary of Hovnanian the Company to pay dividends or make or repay loans or advances prior to default thereunder,
, (vif) reasonable and customary borrowing base covenants set forth in agreements evidencing Indebtedness otherwise permitted by the this Indenture,
, (viig) customary non-provisions restricting subletting or assignment provisions in leasesof any lease governing a leasehold interest of the Company or any Restricted Subsidiary, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business,
and (viiih) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition,
(ix) encumbrances or restrictions existing under or by reason of the Indenture or the Notes,
(x) purchase money obligations that impose restrictions on the property so acquired of the nature described in clause (c) of the preceding paragraph,
(xi) Liens permitted under the Indenture securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien,
(xii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements,
(xiii) customary provisions of any franchise, distribution or similar agreements,
(xiv) restrictions on cash or other deposits or net worth imposed by contracts entered into in the ordinary course of business, and
(xv) any encumbrance or restrictions of the type referred to in clauses (a), (b) or (c) of the first paragraph of this section imposed by any amendments, modifications, restatements, renewals, supplements, refinancings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) of this paragraph, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment of Hovnanian’s Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Sources: Eleventh Supplemental Indenture (Horton D R Inc /De/), Eleventh Supplemental Indenture (Horton D R Inc /De/)
Limitations on Restrictions Affecting Restricted Subsidiaries. Hovnanian The Company and the Issuer will not, and will not cause or permit any Restricted Subsidiary to, create, assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to:
(a) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by Hovnanian the Company or any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to Hovnanian the Company or any other Restricted Subsidiary,
(b) make loans or advances to Hovnanian the Company or any other Restricted Subsidiary, or
(c) transfer any of its property or assets to Hovnanian the Company or any other Restricted Subsidiary, except for:
(i) encumbrances or restrictions existing under or by reason of applicable law,
(ii) contractual encumbrances or restrictions in effect on the Issue Date and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings thereof; provided, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such contractual encumbrances or restrictions, as in effect on the Issue Date,
(iii) any restrictions or encumbrances arising under Acquired Indebtedness; provided provided, that such encumbrance or restriction applies only to either the assets that were subject to the restriction or encumbrance at the time of the acquisition or the obligor on such Indebtedness and its Subsidiaries prior to such acquisition,
(iv) any restrictions or encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions and encumbrances of the type described in this clause (iv) that arise under such Refinancing Indebtedness shall not be materially more restrictive or apply to additional assets than those under the agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or extended,
(v) any Permitted Lien, or any other agreement restricting the sale or other disposition of property, securing Indebtedness permitted by the Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Subsidiary of Hovnanian the Company to pay dividends or make or repay loans or advances prior to default thereunder,
(vi) reasonable and customary borrowing base covenants set forth in agreements evidencing Indebtedness otherwise permitted by the Indenture,
(vii) customary non-assignment provisions in leases, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business,
(viii) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition,
(ix) encumbrances or restrictions existing under or by reason of the Indenture or the Notes,
(x) purchase money obligations that impose restrictions on the property so acquired of the nature described in clause (c) of the preceding paragraph,
(xi) Liens permitted under the Indenture securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien,
(xii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements,
(xiii) customary provisions of any franchise, distribution or similar agreements,
(xiv) restrictions on cash or other deposits or net worth imposed by contracts entered into in the ordinary course of business, and
(xv) any encumbrance or restrictions of the type referred to in clauses (a), (b) or (c) of the first paragraph of this section imposed by any amendments, modifications, restatements, renewals, supplements, refinancings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) of this paragraph; provided, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment of Hovnanianthe Company’s Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Sources: Indenture (Hovnanian Enterprises Inc), Indenture (Hovnanian Enterprises Inc)
Limitations on Restrictions Affecting Restricted Subsidiaries. Hovnanian and the Issuer The Company will not, and will not cause or permit any Restricted Subsidiary to, create, assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of leases and other agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to:
to (ai) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by Hovnanian the Company or any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to Hovnanian the Company or any other Restricted Subsidiary,
, (bii) make loans or advances to Hovnanian the Company or any other Restricted Subsidiary, or
or (ciii) transfer any of its property properties or assets to Hovnanian the Company or any other Restricted Subsidiary, except for:
for (ia) encumbrances or restrictions existing under or by reason of applicable law,
, (iib) contractual encumbrances covenants or restrictions contained in Indebtedness in effect on the Issue Date and any amendments, modifications, restatements, renewals, supplements, refundings, replacements as such covenants or refinancings thereof, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings restrictions are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such contractual encumbrances or restrictions, as in effect on the Issue Date,
such date, (iiic) any restrictions or encumbrances arising under Acquired Indebtedness; provided provided, that such encumbrance or restriction applies only to either the assets that were subject to the restriction or encumbrance at the time of the acquisition or the obligor on such Indebtedness and its Subsidiaries prior to such acquisition,
Subsidiaries, (ivd) any restrictions or encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions and encumbrances of the type described in this clause (ivd) that arise under such Refinancing Indebtedness shall not be materially more restrictive or apply to additional assets than those under the agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or extended,
, (ve) any Permitted Lien, or any other agreement restricting the sale or other disposition of property, securing Indebtedness permitted by the Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Subsidiary of Hovnanian the Company to pay dividends or make or repay loans or advances prior to default thereunder,
, (vif) reasonable and customary borrowing base covenants set forth in agreements evidencing Indebtedness otherwise permitted by the Indenture,
Indebtedness, (viig) customary non-provisions restricting subletting or assignment provisions in leasesof any lease governing a leasehold interest of the Company or any Restricted Subsidiary, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business,
and (viiih) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition,
(ix) encumbrances or restrictions existing under or by reason of the Indenture or the Notes,
(x) purchase money obligations that impose restrictions on the property so acquired of the nature described in clause (c) of the preceding paragraph,
(xi) Liens permitted under the Indenture securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien,
(xii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements,
(xiii) customary provisions of any franchise, distribution or similar agreements,
(xiv) restrictions on cash or other deposits or net worth imposed by contracts entered into in the ordinary course of business, and
(xv) any encumbrance or restrictions of the type referred to in clauses (a), (b) or (c) of the first paragraph of this section imposed by any amendments, modifications, restatements, renewals, supplements, refinancings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) of this paragraph, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment of Hovnanian’s Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing.
Appears in 2 contracts
Sources: Senior Notes Indenture (Western Pacific Housing Del Valle LLC), Supplemental Indenture (Horton D R Inc /De/)
Limitations on Restrictions Affecting Restricted Subsidiaries. Hovnanian and the Issuer The Company will not, and will not cause or permit any Restricted Subsidiary to, create, assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of leases and other agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to:
to (ai) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by Hovnanian the Company or any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to Hovnanian the Company or any other Restricted Subsidiary,
, (bii) make loans or advances to Hovnanian the Company or any other Restricted Subsidiary, or
or (ciii) transfer any of its property properties or assets to Hovnanian the Company or any other Restricted Subsidiary, except for:
for (ia) encumbrances or restrictions existing under or by reason of applicable law,
, (iib) contractual encumbrances covenants or restrictions contained in Indebtedness in effect on the Issue Date and any amendments, modifications, restatements, renewals, supplements, refundings, replacements date of this Indenture as such covenants or refinancings thereof, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings restrictions are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such contractual encumbrances or restrictions, as in effect on the Issue Date,
such date, (iiic) any restrictions or encumbrances arising under Acquired Indebtedness; provided provided, that -------- such encumbrance or restriction applies only to either the assets that were subject to the restriction or encumbrance at the time of the acquisition or the obligor on such Indebtedness and its Subsidiaries prior to such acquisition,
Subsidiaries, (ivd) any restrictions or encumbrances arising in connection with Refinancing Indebtedness; provided, -------- however, that any restrictions and encumbrances of the type described in this ------- clause (ivd) that arise under such Refinancing Indebtedness shall not be materially more restrictive or apply to additional assets than those under the agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or extended,
, (ve) any Permitted Lien, or any other agreement restricting the sale or other disposition of property, securing Indebtedness permitted by the this Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Subsidiary of Hovnanian the Company to pay dividends or make or repay loans or advances prior to default thereunder,
, (vif) reasonable and customary borrowing base covenants set forth in agreements evidencing Indebtedness otherwise permitted by the this Indenture,
, (viig) customary non-provisions restricting subletting or assignment provisions in leasesof any lease governing a leasehold interest of the Company or any Restricted Subsidiary, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business,
and (viiih) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition,
(ix) encumbrances or restrictions existing under or by reason of the Indenture or the Notes,
(x) purchase money obligations that impose restrictions on the property so acquired of the nature described in clause (c) of the preceding paragraph,
(xi) Liens permitted under the Indenture securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien,
(xii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements,
(xiii) customary provisions of any franchise, distribution or similar agreements,
(xiv) restrictions on cash or other deposits or net worth imposed by contracts entered into in the ordinary course of business, and
(xv) any encumbrance or restrictions of the type referred to in clauses (a), (b) or (c) of the first paragraph of this section imposed by any amendments, modifications, restatements, renewals, supplements, refinancings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) of this paragraph, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment of Hovnanian’s Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Limitations on Restrictions Affecting Restricted Subsidiaries. Hovnanian and the Issuer The Company will not, and will not cause or permit any Restricted Subsidiary to, create, assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of leases and other agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to:
to (ai) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by Hovnanian the Company or any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to Hovnanian the Company or any other Restricted Subsidiary,
, (bii) make loans or advances to Hovnanian the Company or any other Restricted Subsidiary, or
or (ciii) transfer any of its property properties or assets to Hovnanian the Company or any other Restricted Subsidiary, except for:
for (ia) encumbrances or restrictions existing under or by reason of applicable law,
, (iib) contractual encumbrances covenants or restrictions contained in Indebtedness in effect on the Issue Date and any amendments, modifications, restatements, renewals, supplements, refundings, replacements date of this Indenture as such covenants or refinancings thereof, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings restrictions are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such contractual encumbrances or restrictions, as in effect on the Issue Date,
such date, (iiic) any restrictions or encumbrances arising under Acquired Indebtedness; provided provided, that such encumbrance or restriction applies only to either the assets -------- that were subject to the restriction or encumbrance at the time of the acquisition or the obligor on such Indebtedness and its Subsidiaries prior to such acquisition,
Subsidiaries, (ivd) any restrictions or encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions and encumbrances of the -------- ------- type described in this clause (ivd) that arise under such Refinancing Indebtedness shall not be materially more restrictive or apply to additional assets than those under the agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or extended,
, (ve) any Permitted Lien, or any other agreement restricting the sale or other disposition of property, securing Indebtedness permitted by the this Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Subsidiary of Hovnanian the Company to pay dividends or make or repay loans or advances prior to default thereunder,
, (vif) reasonable and customary borrowing base covenants set forth in agreements evidencing Indebtedness otherwise permitted by the this Indenture,
, (viig) customary non-provisions restricting subletting or assignment provisions in leasesof any lease governing a leasehold interest of the Company or any Restricted Subsidiary, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business,
and (viiih) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition,
(ix) encumbrances or restrictions existing under or by reason of the Indenture or the Notes,
(x) purchase money obligations that impose restrictions on the property so acquired of the nature described in clause (c) of the preceding paragraph,
(xi) Liens permitted under the Indenture securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien,
(xii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements,
(xiii) customary provisions of any franchise, distribution or similar agreements,
(xiv) restrictions on cash or other deposits or net worth imposed by contracts entered into in the ordinary course of business, and
(xv) any encumbrance or restrictions of the type referred to in clauses (a), (b) or (c) of the first paragraph of this section imposed by any amendments, modifications, restatements, renewals, supplements, refinancings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) of this paragraph, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment of Hovnanian’s Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Thirteenth Supplemental Indenture (Horton D R Inc /De/)
Limitations on Restrictions Affecting Restricted Subsidiaries. Hovnanian and the Issuer will The Company shall not, and will shall not cause or permit any Restricted Subsidiary to, createdirectly or indirectly, assume create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to:
to (ax) pay dividends or make any other distributions to the Company or any other Restricted Subsidiary on its Capital Stock Equity Interests or with respect to any other interest or participation in, or measured by, its profits, owned by Hovnanian or pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (y) make loans or pay interest on advances to, or principal of guarantee any Indebtedness owed or other obligations of, the Company or any other Restricted Subsidiary or (z) transfer any of its properties or assets to Hovnanian the Company or any other Restricted Subsidiary,
. The foregoing shall not prohibit (ba) make loans any encumbrance or advances to Hovnanian or any other Restricted Subsidiary, or
(c) transfer any of its property or assets to Hovnanian or any other Restricted Subsidiary, except for:
(i) encumbrances or restrictions restriction existing under or by 30 reason of applicable law,
(ii) contractual encumbrances or restrictions in effect on the Issue Date and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such contractual encumbrances or restrictions, as agreement in effect on the Issue Date,
(iii) , as any restrictions such agreement is in effect on such date or encumbrances arising under Acquired Indebtedness; provided that as thereafter amended or supplemented but only if such encumbrance or restriction applies only to either the assets that were subject to the restriction or encumbrance at the time of the acquisition or the obligor on such Indebtedness and its Subsidiaries prior to such acquisition,
(iv) any restrictions or encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions and encumbrances of the type described in this clause (iv) that arise under such Refinancing Indebtedness shall not be materially is no more restrictive or apply to additional assets than those under in the agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or extended,
amended; (v) any Permitted Lien, or any other agreement restricting the sale or other disposition of property, securing Indebtedness permitted by the Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Subsidiary of Hovnanian to pay dividends or make or repay loans or advances prior to default thereunder,
(vi) reasonable and customary borrowing base covenants set forth in agreements evidencing Indebtedness otherwise permitted by the Indenture,
(viib) customary non-assignment provisions contained in leases, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business,
(viii) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary; provided, however, that (x) such encumbrance or restriction is applicable only to such Restricted Subsidiary pending the closing of or assets and (y) such sale or disposition,
disposition is made in accordance with Section 4.16; (ixc) encumbrances any encumbrance or restrictions restriction existing under or by reason of the Indenture applicable law; (d) customary provisions restricting subletting or the Notes,
assignment of any lease governing any leasehold interest of any Restricted Subsidiary; (xe) covenants in purchase money obligations that impose restrictions on the for property so acquired of the nature described in clause (c) of the preceding paragraph,
(xi) Liens permitted under the Indenture securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien,
(xii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements,
(xiii) customary provisions of any franchise, distribution or similar agreements,
(xiv) restrictions on cash or other deposits or net worth imposed by contracts entered into in the ordinary course of business, and
business restricting transfer of such property; (xvf) covenants in security agreements securing Indebtedness of a Restricted Subsidiary (to the extent that such Liens were otherwise incurred in accordance with Section 4.15) that restrict the transfer of property subject to such agreements; (g) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition, which encumbrance or restrictions restriction (x) 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 type referred to Person so acquired, and (y) is not incurred in clauses (a), (b) connection with or in contemplation of such acquisition; or (ch) of the first paragraph of this section imposed by any amendments, modifications, restatements, renewals, supplements, refinancings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) of this paragraph, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment of Hovnanian’s Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained in any agreement entered into after the dividend Issue Date, so long as such encumbrance or other payment restriction is not materially more disadvantageous to the Holders than the encumbrances and restrictions prior to such amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancingin existence at the Issue Date.
Appears in 1 contract
Limitations on Restrictions Affecting Restricted Subsidiaries. Hovnanian and the Issuer will The Company shall not, and will shall not cause or permit any Restricted Subsidiary to, createdirectly or indirectly, assume create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to:
to (ax) pay dividends or make any other distributions to the Company or any other Restricted Subsidiary on its Capital Stock Equity Interests or with respect to any other interest or participation in, or measured by, its profits, owned by Hovnanian or pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (y) make loans or pay interest on advances to, or principal of guarantee any Indebtedness owed or other obligations of, the Company or any other Restricted Subsidiary or (z) transfer any of its properties or assets to Hovnanian the Company or any other Restricted Subsidiary,
. The foregoing shall not prohibit (ba) make loans or advances to Hovnanian or any other Restricted Subsidiary, or
(c) transfer any of its property or assets to Hovnanian or any other Restricted Subsidiary, except for:
(i) encumbrances or restrictions existing under or by reason of applicable law,
(ii) contractual encumbrances or restrictions any agreement in effect on the Issue Date and Date, as any amendmentssuch agreement is in effect on such date or as thereafter amended, modificationsrenewed, restatementssupplemented, renewals, supplements, refundings, replacements restated or refinancings thereof, provided that replaced but only if such amendments, modifications, restatements, renewals, supplements, refundings, replacements encumbrances or refinancings restrictions are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those in the agreement being amended; (b) customary provisions contained in such contractual encumbrances or restrictions, as in effect on the Issue Date,
(iii) any restrictions or encumbrances arising under Acquired Indebtedness; provided that such encumbrance or restriction applies only to either the assets that were subject to the restriction or encumbrance at the time of the acquisition or the obligor on such Indebtedness and its Subsidiaries prior to such acquisition,
(iv) any restrictions or encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions and encumbrances of the type described in this clause (iv) that arise under such Refinancing Indebtedness shall not be materially more restrictive or apply to additional assets than those under the agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or extended,
(v) any Permitted Lien, or any other agreement restricting the sale or other disposition of property, securing Indebtedness permitted by the Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Subsidiary of Hovnanian to pay dividends or make or repay loans or advances prior to default thereunder,
(vi) reasonable and customary borrowing base covenants set forth in agreements evidencing Indebtedness otherwise permitted by the Indenture,
(vii) customary non-assignment provisions in leases, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business,
(viii) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary; provided, however, that (x) such encumbrance or restriction is applicable only to such Restricted Subsidiary pending the closing of or assets and (y) such sale or disposition,
disposition is made in accordance with Section 4.16; (ixc) encumbrances any encumbrance or restrictions restriction existing under or by reason of applicable law; (d) customary provisions that restrict the Indenture subletting or assignment of any lease governing any leasehold interest of any Restricted Subsidiary or that are contained in any agreement entered into in the Notes,
ordinary course of business; (e) covenants in purchase money obligations for property acquired in the ordinary course of business restricting transfer of such property; (f) covenants in security, pledge and similar agreements securing Indebtedness of a Restricted Subsidiary (to the extent that such Liens were otherwise incurred in accordance with Section 4.15) that restrict the transfer of property subject to such agreements; (g) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition, which encumbrance or restriction (x) purchase money obligations 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, and (y) is not incurred in connection with or in contemplation of such acquisition; (h) contained in any agreement entered into after the Issue Date, so long as such encumbrances or restrictions are not materially more disadvantageous, taken as a whole, to the Holders than the encumbrances and restrictions in existence at the Issue Date; (i) encumbrances or restrictions contained in any agreement entered into after the Issue Date for Indebtedness so long as (a) such encumbrances or restrictions, taken as a whole, are not more restrictive than those which are customary in comparable financing agreements and (b) management of the Company determines that impose such encumbrances or restrictions will not materially impair the Company's ability to make payments when due on the property so acquired of the nature described in clause Notes; or (cj) of the preceding paragraph,
(xi) Liens permitted under the Indenture securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien,
(xii) provisions with respect to customary limitations on the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements,
(xiii) customary provisions of any franchise, distribution or similar agreements,
(xiv) restrictions on cash or other deposits or net worth imposed by contracts entered into in the ordinary course of business; provided, and
(xv) any however, that such encumbrance or restrictions of the type referred to in clauses (a), (b) or (c) of the first paragraph of this section imposed by any amendments, modifications, restatements, renewals, supplements, refinancings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) of this paragraph, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment of Hovnanian’s Board of Directors, no more restrictive with respect restriction is applicable only to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to Restricted Subsidiary constituting such amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancingjoint venture.
Appears in 1 contract
Limitations on Restrictions Affecting Restricted Subsidiaries. Hovnanian and the Issuer (a) The Company will not, and will not cause or permit any Restricted Subsidiary to, create, assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to:
(ai) pay dividends or make any other distributions on its Capital Stock Equity Interests or any other interest or participation in, or measured by, its profits, owned by Hovnanian the Company, the Corporate Issuer or any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to Hovnanian the Company or any other Restricted Subsidiary,
(bii) make loans or advances to Hovnanian the Company, the Corporate Issuer or any other Restricted Subsidiary, or
(ciii) transfer any of its property Property or assets to Hovnanian the Company, the Corporate Issuer or any other Restricted Subsidiary, except for.
(b) The encumbrances and restrictions in Section 4.09(a) shall not apply to:
(i) encumbrances or restrictions existing under or by reason of applicable law, including judicial or regulatory actions,
(ii) contractual encumbrances or restrictions in effect on the Issue Date and any amendments, modifications, restatements, renewals, supplements, refundings, replacements at or refinancings thereof, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such contractual encumbrances or restrictions, as in effect entered into on the Issue Date,
(iii) any restrictions or encumbrances arising under (A) Acquired IndebtednessIndebtedness or (B) appearing in any agreements acquired or assumed in connection with the acquisition of Property; provided provided, however, that such encumbrance or restriction applies only to either the assets that were subject to the restriction or encumbrance at the time of the acquisition or the obligor on such Indebtedness and its Subsidiaries prior to such acquisition,
(iv) any restrictions or encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions and encumbrances of the type described in this clause (iv) that arise under such Refinancing Indebtedness shall not be materially more restrictive or apply to additional assets than those under the agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or extended,
(v) any Permitted Lien, or any other agreement restricting the sale or other disposition of propertyProperty, securing Indebtedness permitted by the Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Subsidiary of Hovnanian the Company to pay dividends or make or repay loans or advances prior to default thereunder,
(viv) reasonable and customary borrowing base covenants set forth in agreements evidencing Indebtedness otherwise permitted by the Indenture,
(viivi) customary non-assignment provisions in leases, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business,
(viiivii) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock Equity Interests or assets of such Restricted Subsidiary pending the closing of such sale or disposition,
(ixviii) encumbrances or restrictions existing under or by reason of (A) the Indenture Indenture, the Notes or the NotesGuarantees, (B) the LC Facility Agreement or (C) the definitive agreements governing any other Pari-Passu Indebtedness permitted to be Incurred subsequent to the Issue Date in accordance with Section 4.06; provided, however, that in the case of clause (C), (x) either (i) the encumbrance or restriction applies only in the event of and during the continuance of a payment default or a default with respect to a financial covenant contained in such definitive agreements or (ii) the Company determines at the time any such Pari-Passu Indebtedness is Incurred (and at the time of any modification of the terms of any such encumbrance or restriction) that any such encumbrance or restriction will not materially affect the Company’s or any Restricted Subsidiary’s ability to make principal or interest payments on the Notes and any other Indebtedness that is an obligation of the Company or any Restricted Subsidiary, as applicable, and (y) the encumbrance or restriction is not materially more disadvantageous to the holders of the Notes than is customary in comparable financings or agreements (as determined by the Company in good faith),
(xix) purchase money obligations that impose restrictions on the property Property so acquired of the nature described in clause (c) of the preceding paragraphSection 4.09(a)(iii),
(xix) Liens permitted under the Indenture securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien,
(xiixi) provisions with respect to the disposition or distribution of assets or property Property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements,
(xiiixii) customary provisions of any franchise, distribution or similar agreements,
(xivxiii) restrictions on cash or other deposits or net worth imposed by contracts entered into in the ordinary course of business,
(xiv) any encumbrances or restrictions existing under (A) development agreements or other contracts entered into with municipal entities, agencies or sponsors in connection with the entitlement or development of real property or (B) agreements for funding of infrastructure, including in respect of the issuance of community facility district bonds, metro district bonds, ▇▇▇▇▇-▇▇▇▇ bonds and subdivision improvement bonds, and similar bonding requirements arising in the ordinary course of business of a homebuilder;
(xv) any encumbrances or restrictions contained in any joint venture agreement entered into by the Company or any of its Restricted Subsidiaries, to the extent binding upon the assets of the relevant joint venture, together with any encumbrances or restrictions contained in any agreement entered into by any such joint venture; and
(xvxvi) any encumbrance or restrictions of the type referred to in clauses (ai), (bii) or (ciii) of the first paragraph of this section Section 4.09(a) imposed by any amendments, modifications, restatements, renewals, supplements, refinancings, replacements or refinancings Refinancings of the contracts, instruments or obligations referred to in clauses (iii), (iii), (viii) through and (xivix) of this paragraphSection 4.09(b); provided, provided however, that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings Refinancings are, in the good faith judgment of Hovnanianthe Company’s Board of DirectorsGoverning Body, no more restrictive in any material respect with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancingRefinancing.
Appears in 1 contract
Sources: Indenture (Vistancia Marketing, LLC)
Limitations on Restrictions Affecting Restricted Subsidiaries. Hovnanian The Company and the Issuer will not, and will not cause or permit any Restricted Subsidiary to, create, assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to:
(a) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by Hovnanian the Company or any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to Hovnanian the Company or any other Restricted Subsidiary,
(b) make loans or advances to Hovnanian the Company or any other Restricted Subsidiary, or
(c) transfer any of its property or assets to Hovnanian the Company or any other Restricted Subsidiary, except for:
(i) encumbrances or restrictions existing under or by reason of applicable law,
(ii) contractual encumbrances or restrictions in effect on the Issue Date and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings thereof, provided PROVIDED that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such contractual encumbrances or restrictions, as in effect on the Issue DateMay 4, 1999,
(iii) any restrictions or encumbrances arising under Acquired Indebtedness; provided PROVIDED that such encumbrance or restriction applies only to either the assets that were subject to the restriction or encumbrance at the time of the acquisition or the obligor on such Indebtedness and its Subsidiaries prior to such acquisition,
(iv) any restrictions or encumbrances arising in connection with Refinancing Indebtedness; providedPROVIDED, howeverHOWEVER, that any restrictions and encumbrances of the type described in this clause (iv) that arise under such Refinancing Indebtedness shall not be materially more restrictive or apply to additional assets than those under the agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or extended,
(v) any Permitted Lien, or any other agreement restricting the sale or other disposition of property, securing Indebtedness permitted by the Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Subsidiary of Hovnanian the Company to pay dividends or make or repay loans or advances prior to default thereunder,
(vi) reasonable and customary borrowing base covenants set forth in agreements evidencing Indebtedness otherwise permitted by the Indenture,
(vii) customary non-assignment provisions in leases, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business,
(viii) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition,
(ix) encumbrances or restrictions existing under or by reason of the Indenture or the Notes,
(x) purchase money obligations that impose restrictions on the property so acquired of the nature described in clause (c) of the preceding paragraph,
(xi) Liens permitted under the Indenture securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien,
(xii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements,
(xiii) customary provisions of any franchise, distribution or similar agreements,
(xiv) restrictions on cash or other deposits or net worth imposed by contracts entered into in the ordinary course of business, and
(xv) any encumbrance or restrictions of the type referred to in clauses (a), (b) or (c) of the first paragraph of this section imposed by any amendments, modifications, restatements, renewals, supplements, refinancings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) of this paragraph, provided PROVIDED that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment of Hovnanian’s the Company's Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Limitations on Restrictions Affecting Restricted Subsidiaries. Hovnanian The Company and the Issuer will not, and will not cause or permit any Restricted Subsidiary to, create, assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to:
(a) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by Hovnanian the Company or any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to Hovnanian the Company or any other Restricted Subsidiary,
(b) make loans or advances to Hovnanian the Company or any other Restricted Subsidiary, or
(c) transfer any of its property or assets to Hovnanian the Company or any other Restricted Subsidiary, except for:
(i) encumbrances or restrictions existing under or by reason of applicable law,
(ii) contractual encumbrances or restrictions in effect at or entered into on the Issue Date and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings thereof; provided, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such contractual encumbrances or restrictions, as in effect at or entered into on the Issue Date,
(iii) any restrictions or encumbrances arising under Acquired Indebtedness; provided provided, that such encumbrance or restriction applies only to either the assets that were subject to the restriction or encumbrance at the time of the acquisition or the obligor on such Indebtedness and its Subsidiaries prior to such acquisition,
(iv) any restrictions or encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions and encumbrances of the type described in this clause (iv) that arise under such Refinancing Indebtedness shall not be materially more restrictive or apply to additional assets than those under the agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or extended,
(v) any Permitted Lien, or any other agreement restricting the sale or other disposition of property, securing Indebtedness permitted by the Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Subsidiary of Hovnanian the Company to pay dividends or make or repay loans or advances prior to default thereunder,
(vi) reasonable and customary borrowing base covenants set forth in agreements evidencing Indebtedness otherwise permitted by the Indenture,
(vii) customary non-assignment provisions in leases, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business,
(viii) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition,
(ix) encumbrances or restrictions existing under or by reason of the Indenture Indenture, the Notes or the NotesGuarantees,
(x) purchase money obligations that impose restrictions on the property so acquired of the nature described in clause (c) of the preceding paragraphthis Section 4.09,
(xi) Liens permitted under the Indenture securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien,
(xii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements,
(xiii) customary provisions of any franchise, distribution or similar agreements,
(xiv) restrictions on cash or other deposits or net worth imposed by contracts entered into in the ordinary course of business, and
(xv) any encumbrance or restrictions of the type referred to in clauses (a), (b) or (c) of the first paragraph of this section Section 4.09 imposed by any amendments, modifications, restatements, renewals, supplements, refinancings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) of this paragraphSection 4.09; provided, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment of Hovnanianthe Company’s Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Limitations on Restrictions Affecting Restricted Subsidiaries. Hovnanian Holdings and the Issuer will not, and Borrower will not cause or permit any Restricted Subsidiary to, create, assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of agreements that restrict the assignability thereof) on the ability of any such Restricted Subsidiary to:
(a) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by Hovnanian Holdings or any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to Hovnanian Holdings or any other Restricted Subsidiary,
(b) make loans or advances to Hovnanian Holdings or any other Restricted Subsidiary, or
(c) transfer any of its property or assets to Hovnanian Holdings or any other Restricted Subsidiary, except for:
(i) encumbrances or restrictions existing under or by reason of applicable law,
(ii) contractual encumbrances or restrictions in effect at or entered into on the Issue Effective Date or the Closing Date and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings thereof; provided, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such contractual encumbrances or restrictions, as in effect at or entered into on the Issue Effective Date or the Closing Date,
(iii) encumbrances or restrictions under any restrictions agreement or encumbrances arising under Acquired Indebtedness; provided other instrument of a Person acquired by or merged or consolidated with or into Holdings or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such encumbrance or restriction applies only to either the assets Person, in each case that were subject to the restriction or encumbrance is in existence at the time of the acquisition such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the obligor on such Indebtedness properties or assets of any Person, other than the Person and its Subsidiaries prior to such acquisitionSubsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated,
(iv) any restrictions or encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions and encumbrances of the type described in this clause (iv) that arise under such Refinancing Indebtedness shall not be materially more restrictive or apply to additional assets than those under the agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or extended,
(v) any Permitted Lien, or any other agreement restricting the sale or other disposition of property, securing Indebtedness permitted by the Indenture this Agreement if such Permitted Lien or agreement does not expressly restrict the ability of a Subsidiary of Hovnanian Holdings to pay dividends or make or repay loans or advances prior to default thereunder,
(vi) reasonable and customary borrowing base covenants set forth in agreements evidencing Indebtedness otherwise permitted by the Indenturethis Agreement,
(vii) customary non-assignment provisions in leases, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business,
(viii) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition,
(ix) encumbrances or restrictions existing under or by reason of (A) this Agreement and the Indenture or other Loan Documents, (B) the NotesFirst Lien Notes Indenture, the First Lien Notes and the First Lien Notes Guarantees, (C) the First Lien Exchange Notes Indenture, the First Lien Exchange Notes and the First Lien Exchange Notes Guarantees, (D) the Existing Second Lien Indenture, the Existing Second Lien Notes and the Existing Second Lien Guarantees, (E) the New Second Lien Notes Indenture, the New Second Lien Notes and the New Second Lien Notes Guarantees and (F) the Existing Senior Secured New Group Notes Indenture, the Existing Senior Secured New Group Notes and the Existing Senior Secured New Group Notes Guarantees,
(x) purchase money obligations that impose restrictions on the property so acquired of the nature described in clause (c) of the preceding paragraphthis Section 6.06,
(xi) Liens permitted under the Indenture this Agreement securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien,
(xii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements,
(xiii) customary provisions of any franchise, distribution or similar agreements,
(xiv) restrictions on cash or other deposits or net worth imposed by contracts entered into in the ordinary course of business, and,
(xv) any encumbrance encumbrances or restrictions existing under (A) development agreements or other contracts entered into with municipal entities, agencies or sponsors in connection with the entitlement or development of real property or (B) agreements for funding of infrastructure, including in respect of the issuance of community facility district bonds, metro district bonds, m▇▇▇▇-▇▇▇▇ bonds and subdivision improvement bonds, and similar bonding requirements arising in the ordinary course of business of a homebuilder,
(xvi) any encumbrances or restrictions that require “lockbox” or similar obligations with respect to Non-Recourse Indebtedness,
(xvii) any encumbrances or restrictions of the type referred to in clauses (a), (b) or (c) of the first paragraph of this section Section 6.06 imposed by any amendments, modifications, restatements, renewals, supplements, refinancingsrefundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) and (iii) through (xivxvi) of this paragraphSection 6.06; provided, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment of Hovnanian’s Holdings’ Board of DirectorsDirectors or its chief executive officer or chief financial officer, no not materially more restrictive with respect to such dividend and other payment encumbrances or restrictions than those contained in the dividend encumbrance or other payment restrictions prior to such amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing, and
(xviii) any encumbrance or restriction under other Indebtedness of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to Section 6.03; provided, that such encumbrances or restrictions will not materially affect the Borrower’s ability to make anticipated principal and interest payments on the Loans, as determined in the good faith judgment of Holdings’ Board of Directors or its chief executive officer or chief financial officer.
(d) For purposes of determining compliance with this Section 6.06: (i) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to Holdings or a Restricted Subsidiary to other Indebtedness incurred by Holdings or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 1 contract
Limitations on Restrictions Affecting Restricted Subsidiaries. Hovnanian The Company and the Issuer will not, and will not cause or permit any Restricted Subsidiary to, create, assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to:
(ai) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by Hovnanian the Company or any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to Hovnanian the Company or any other Restricted Subsidiary,
(bii) make loans or advances to Hovnanian the Company or any other Restricted Subsidiary, or
(ciii) transfer any of its property or assets to Hovnanian the Company or any other Restricted Subsidiary, except for:
(ia) encumbrances or restrictions existing under or by reason of applicable law,
(iib) contractual encumbrances or restrictions in effect on the Issue Date and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such contractual encumbrances or restrictions, as in effect on the Issue Date,
(iiic) any restrictions or encumbrances arising under Acquired Indebtedness; provided that such encumbrance or restriction applies only to either the assets that were subject to the restriction or encumbrance at the time of the acquisition or the obligor on such Indebtedness and its Subsidiaries prior to such acquisition,
(ivd) any restrictions or encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions and encumbrances of the type described in this clause (ivd) that arise under such Refinancing Indebtedness shall not be materially more restrictive or apply to additional assets than those under the agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or extended,
(ve) any Permitted Lien, or any other agreement restricting the sale or other disposition of property, securing Indebtedness permitted by the Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Subsidiary of Hovnanian the Company to pay dividends or make or repay loans or advances prior to default thereunder,
(vif) reasonable and customary borrowing base covenants set forth in agreements evidencing Indebtedness otherwise permitted by the Indenture,
(viig) customary non-assignment provisions in leases, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business,
(viiih) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition,
(ixi) encumbrances or restrictions existing under or by reason of the Indenture or the Notes,
(xj) purchase money obligations that impose restrictions on the property so acquired of the nature described in clause (ciii) of the preceding paragraph,
(xik) Liens permitted under the Indenture securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien,
(xiil) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements,
(xiiim) customary provisions of any franchise, distribution or similar agreements,
(xivn) restrictions on cash or other deposits or net worth imposed by contracts entered into in the ordinary course of business, and
(xvo) any encumbrance or restrictions of the type referred to in clauses (ai), (bii) or (ciii) of the first paragraph of this section imposed by any amendments, modifications, restatements, renewals, supplements, refinancings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (ia) through (xivn) of this paragraph, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment of Hovnanian’s the Company's Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: First Supplemental Indenture (Hovnanian Enterprises Inc)
Limitations on Restrictions Affecting Restricted Subsidiaries. Hovnanian and the Issuer The Company will not, and will not cause or permit any Restricted Subsidiary to, create, assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions provi- sions of leases and other agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to:
to (ai) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by Hovnanian the Company or any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to Hovnanian the Company or any other Restricted Subsidiary,
, (bii) make loans or advances to Hovnanian the Company or any other Restricted Subsidiary, or
or (ciii) transfer any of its property properties or assets to Hovnanian the Company or any other Restricted Subsidiary, except for:
for (ia) encumbrances or restrictions existing under or by reason of applicable law,
, (iib) contractual encumbrances covenants or restrictions contained in Indebtedness in effect on the Issue Date and any amendments, modifications, restatements, renewals, supplements, refundings, replacements date of this Indenture as such covenants or refinancings thereof, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings restrictions are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such contractual encumbrances or restrictions, as in effect on the Issue Date,
such date, (iiic) any restrictions or encumbrances arising under Acquired Indebtedness; provided provided, that such encumbrance or restriction applies only to either the assets -------- that were subject to the restriction or encumbrance at the time of the acquisition or the obligor on such Indebtedness and its Subsidiaries prior to such acquisition,
Subsidiaries, (ivd) any restrictions or encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions and encumbrances of the -------- ------- type described in this clause (ivd) that arise under such Refinancing Indebtedness shall not be materially more restrictive or apply to additional assets than those under the agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or extended,
, (ve) any Permitted Lien, or any other agreement restricting the sale or other disposition of property, securing Indebtedness permitted by the this Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Subsidiary of Hovnanian the Company to pay dividends or make or repay loans or advances prior to default thereunder,
, (vif) reasonable and customary borrowing base covenants set forth in agreements evidencing Indebtedness otherwise permitted by the this Indenture,
, (viig) customary non-provisions restricting subletting or assignment provisions in leasesof any lease governing a leasehold interest of the Company or any Restricted Subsidiary, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business,
and (viiih) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition,
(ix) encumbrances or restrictions existing under or by reason of the Indenture or the Notes,
(x) purchase money obligations that impose restrictions on the property so acquired of the nature described in clause (c) of the preceding paragraph,
(xi) Liens permitted under the Indenture securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien,
(xii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements,
(xiii) customary provisions of any franchise, distribution or similar agreements,
(xiv) restrictions on cash or other deposits or net worth imposed by contracts entered into in the ordinary course of business, and
(xv) any encumbrance or restrictions of the type referred to in clauses (a), (b) or (c) of the first paragraph of this section imposed by any amendments, modifications, restatements, renewals, supplements, refinancings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) of this paragraph, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment of Hovnanian’s Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Limitations on Restrictions Affecting Restricted Subsidiaries. Hovnanian and the Issuer The Company will not, and will not cause or permit any Restricted Subsidiary to, create, assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of leases and other agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to:
to (ai) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by Hovnanian the Company or any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to Hovnanian the Company or any other Restricted Subsidiary,
, (bii) make loans or advances to Hovnanian the Company or any other Restricted Subsidiary, or
or (ciii) transfer any of its property properties or assets to Hovnanian the Company or any other Restricted Subsidiary, except for:
for (ia) encumbrances or restrictions existing under or by reason of applicable law,
, (iib) contractual encumbrances covenants or restrictions contained in Indebtedness in effect on the Issue Date and any amendments, modifications, restatements, renewals, supplements, refundings, replacements date of this Indenture as such covenants or refinancings thereof, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings restrictions are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such contractual encumbrances or restrictions, as in effect on the Issue Date,
such date, (iiic) any restrictions or encumbrances arising under Acquired Indebtedness; provided provided, that such encumbrance or restriction applies only to either the assets that were subject to the restriction or encumbrance at the time of the acquisition or the obligor on such Indebtedness and its Subsidiaries prior to such acquisition,
Subsidiaries, (ivd) any restrictions or encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions and encumbrances of the type described in this clause (ivd) that arise under such Refinancing Indebtedness shall not be materially more restrictive or apply to additional assets than those under the agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or extended,
, (ve) any Permitted Lien, or any other agreement restricting the sale or other disposition of property, securing Indebtedness permitted by the this Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Subsidiary of Hovnanian the Company to pay dividends or make or repay loans or advances prior to default thereunder,
, (vif) reasonable and customary borrowing base covenants set forth in agreements evidencing Indebtedness otherwise permitted by the this Indenture,
, (viig) customary non-provisions restricting subletting or assignment provisions in leasesof any lease governing a leasehold interest of the Company or any Restricted Subsidiary, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business,
and (viiih) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition,
(ix) encumbrances or restrictions existing under or by reason of the Indenture or the Notes,
(x) purchase money obligations that impose restrictions on the property so acquired of the nature described in clause (c) of the preceding paragraph,
(xi) Liens permitted under the Indenture securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien,
(xii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements,
(xiii) customary provisions of any franchise, distribution or similar agreements,
(xiv) restrictions on cash or other deposits or net worth imposed by contracts entered into in the ordinary course of business, and
(xv) any encumbrance or restrictions of the type referred to in clauses (a), (b) or (c) of the first paragraph of this section imposed by any amendments, modifications, restatements, renewals, supplements, refinancings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) of this paragraph, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment of Hovnanian’s Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Limitations on Restrictions Affecting Restricted Subsidiaries. Hovnanian and the Issuer The Company will not, and will not cause or permit any Restricted Subsidiary to, create, assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of leases and other agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to:
to (ai) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by Hovnanian the Company or any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to Hovnanian the Company or any other Restricted Subsidiary,
, (bii) make loans or advances to Hovnanian the Company or any other Restricted Subsidiary, or
or (ciii) transfer any of its property properties or assets to Hovnanian the Company or any other Restricted Subsidiary, except for:
for (ia) encumbrances or restrictions existing under or by reason of applicable law,
, (iib) contractual encumbrances covenants or restrictions contained in Indebtedness in effect on the Issue Date and any amendments, modifications, restatements, renewals, supplements, refundings, replacements date of this Supplemental Indenture as such covenants or refinancings thereof, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings restrictions are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such contractual encumbrances or restrictions, as in effect on the Issue Date,
such date, (iiic) any restrictions or encumbrances arising under Acquired Indebtedness; provided PROVIDED, that such encumbrance or restriction applies only to either the assets that were subject to the restriction or encumbrance at the time of the acquisition or the obligor on such Indebtedness and its Subsidiaries prior to such acquisition,
Subsidiaries, (ivd) any restrictions or encumbrances arising in connection with Refinancing Indebtedness; providedPROVIDED, howeverHOWEVER, that any restrictions and encumbrances of the type described in this clause (ivd) that arise under such Refinancing Indebtedness shall not be materially more restrictive or apply to additional assets than those under the agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or extended,
, (ve) any Permitted Lien, or any other agreement restricting the sale or other disposition of property, securing Indebtedness permitted by the this Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Subsidiary of Hovnanian the Company to pay dividends or make or repay loans or advances prior to default thereunder,
, (vif) reasonable and customary borrowing base covenants set forth in agreements evidencing Indebtedness otherwise permitted by the this Indenture,
, (viig) customary non-provisions restricting subletting or assignment provisions in leasesof any lease governing a leasehold interest of the Company or any Restricted Subsidiary, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business,
and (viiih) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition,
(ix) encumbrances or restrictions existing under or by reason of the Indenture or the Notes,
(x) purchase money obligations that impose restrictions on the property so acquired of the nature described in clause (c) of the preceding paragraph,
(xi) Liens permitted under the Indenture securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien,
(xii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements,
(xiii) customary provisions of any franchise, distribution or similar agreements,
(xiv) restrictions on cash or other deposits or net worth imposed by contracts entered into in the ordinary course of business, and
(xv) any encumbrance or restrictions of the type referred to in clauses (a), (b) or (c) of the first paragraph of this section imposed by any amendments, modifications, restatements, renewals, supplements, refinancings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) of this paragraph, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment of Hovnanian’s Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Limitations on Restrictions Affecting Restricted Subsidiaries. Hovnanian The Company and the Issuer will not, and will not cause or permit any Restricted Subsidiary that is not a Guarantor to, create, assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of agreements that restrict the assignability thereof) on the ability of any such Restricted Subsidiary to:
(a) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by Hovnanian the Company or any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to Hovnanian the Company or any other Restricted Subsidiary,;
(b) make loans or advances to Hovnanian the Company or any other Restricted Subsidiary, ; or
(c) transfer any of its property or assets to Hovnanian the Company or any other Restricted Subsidiary, except for:
(i) encumbrances or restrictions existing under or by reason of applicable law,;
(ii) contractual encumbrances or restrictions in effect at or entered into on the Issue Date and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings thereof; provided, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such contractual encumbrances or restrictions, as in effect at or entered into on the Issue Date,;
(iii) encumbrances or restrictions under any restrictions agreement or encumbrances arising under Acquired Indebtedness; provided other instrument of a Person acquired by or merged or consolidated with or into the Company or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such encumbrance or restriction applies only to either the assets Person, in each case that were subject to the restriction or encumbrance is in existence at the time of the acquisition such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the obligor on such Indebtedness properties or assets of any Person, other than the Person and its Subsidiaries prior to such acquisition,Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated;
(iv) any restrictions or encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions and encumbrances of the type described in this clause (iv) that arise under such Refinancing Indebtedness shall not be materially more restrictive or apply to additional assets than those under the agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or extended,;
(v) any Permitted Lien, or any other agreement restricting the sale or other disposition of property, securing Indebtedness permitted by the this Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Subsidiary of Hovnanian the Company to pay dividends or make or repay loans or advances prior to default thereunder,;
(vi) reasonable and customary borrowing base covenants set forth in agreements evidencing Indebtedness otherwise permitted by the this Indenture,;
(vii) customary non-assignment provisions in leases, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business,;
(viii) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition,;
(ix) encumbrances or restrictions existing under or by reason of this Indenture, the Indenture Notes or the Notes,Guarantees;
(x) purchase money obligations that impose restrictions on the property so acquired of the nature described in clause (c) of the preceding paragraph,this Section 4.09;
(xi) Liens permitted under the this Indenture securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien,;
(xii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements,;
(xiii) customary provisions of any franchise, distribution or similar agreements,;
(xiv) restrictions on cash or other deposits or net worth imposed by contracts entered into in the ordinary course of business, and;
(xv) any encumbrance encumbrances or restrictions existing under (A) development agreements or other contracts entered into with municipal entities, agencies or sponsors in connection with the entitlement or development of real property or (B) agreements for funding of infrastructure, including in respect of the issuance of community facility district bonds, metro district bonds, ▇▇▇▇▇-▇▇▇▇ bonds and subdivision improvement bonds, and similar bonding requirements arising in the ordinary course of business of a homebuilder;
(xvi) any encumbrances or restrictions that require “lockbox” or similar obligations with respect to Non-Recourse Indebtedness;
(xvii) any encumbrances or restrictions of the type referred to in clauses (a), (b) or (c) of the first paragraph of this section Section 4.09 imposed by any amendments, modifications, restatements, renewals, supplements, refinancingsrefundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) and (iii) through (xivxvi) of this paragraphSection 4.09; provided, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment of Hovnanianthe Company’s Board of DirectorsDirectors or its chief executive officer or chief financial officer, no not materially more restrictive with respect to such dividend and other payment encumbrances or restrictions than those contained in the dividend encumbrance or other payment restrictions prior to such amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing; and
(xviii) any encumbrance or restriction under other Indebtedness of Restricted Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to Section 4.06; provided, that such encumbrances or restrictions will not materially affect the Issuer’s ability to make anticipated principal and interest payments on the Notes, as determined in the good faith judgment of the Company’s Board of Directors or its chief executive officer or chief financial officer.
(d) For purposes of determining compliance with this Section 4.09: (i) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a 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 to other Indebtedness incurred by the Company or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 1 contract
Limitations on Restrictions Affecting Restricted Subsidiaries. Hovnanian The Company and the Issuer will not, and will not cause or permit any Restricted Subsidiary to, create, assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to:
(a) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by Hovnanian the Company or any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to Hovnanian the Company or any other Restricted Subsidiary,
(b) make loans or advances to Hovnanian the Company or any other Restricted Subsidiary, or
(c) transfer any of its property or assets to Hovnanian the Company or any other Restricted Subsidiary, except for:
(i) encumbrances or restrictions existing under or by reason of applicable law,
(ii) contractual encumbrances or restrictions in effect at or entered into on the Issue Date and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings thereof; provided, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such contractual encumbrances or restrictions, as in effect at or entered into on the Issue Date,
(iii) any restrictions or encumbrances arising under Acquired Indebtedness; provided provided, that such encumbrance or restriction applies only to either the assets that were subject to the restriction or encumbrance at the time of the acquisition or the obligor on such Indebtedness and its Subsidiaries prior to such acquisition,
(iv) any restrictions or encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions and encumbrances of the type described in this clause (iv) that arise under such Refinancing Indebtedness shall not be materially more restrictive or apply to additional assets than those under the agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or extended,
(v) any Permitted Lien, or any other agreement restricting the sale or other disposition of property, securing Indebtedness permitted by the Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Subsidiary of Hovnanian the Company to pay dividends or make or repay loans or advances prior to default thereunder,
(vi) reasonable and customary borrowing base covenants set forth in agreements evidencing Indebtedness otherwise permitted by the Indenture,
(vii) customary non-assignment provisions in leases, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business,
(viii) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition,
(ix) encumbrances or restrictions existing under or by reason of the Indenture Indenture, the Notes or the NotesGuarantees,
(x) purchase money obligations that impose restrictions on the property so acquired of the nature described in clause (c) of the preceding paragraph,
(xi) Liens permitted under the Indenture securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien,
(xii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements,
(xiii) customary provisions of any franchise, distribution or similar agreements,
(xiv) restrictions on cash or other deposits or net worth imposed by contracts entered into in the ordinary course of business, and
(xv) any encumbrance or restrictions of the type referred to in clauses (a), (b) or (c) of the first paragraph of this section imposed by any amendments, modifications, restatements, renewals, supplements, refinancings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) of this paragraph; provided, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment of Hovnanianthe Company’s Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Limitations on Restrictions Affecting Restricted Subsidiaries. Hovnanian and the Issuer will The Company shall not, and will shall not cause or permit any Restricted Subsidiary to, createdirectly or indirectly, assume create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to:
to (ax) pay dividends or make any other distributions to the Company or any other Restricted Subsidiary on its Capital Stock Equity Interests or with respect to any other interest or participation in, or measured by, its profits, owned by Hovnanian or pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (y) make loans or pay interest on advances to, or principal of guarantee any Indebtedness owed or other obligations of, the Company or any other Restricted Subsidiary or (z) transfer any of its properties or assets to Hovnanian the Company or any other Restricted Subsidiary,
. The foregoing shall not prohibit (ba) make loans or advances to Hovnanian or any other Restricted Subsidiary, or
(c) transfer any of its property or assets to Hovnanian or any other Restricted Subsidiary, except for:
(i) encumbrances or restrictions existing under or by reason of applicable law,
(ii) contractual encumbrances or restrictions any agreement in effect on the Issue Date and Date, as any amendmentssuch agreement is in effect on such date or as thereafter amended, modificationsrenewed, restatementssupplemented, renewals, supplements, refundings, replacements restated or refinancings thereof, provided that replaced but only if such amendments, modifications, restatements, renewals, supplements, refundings, replacements encumbrances or refinancings restrictions are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those in the agreement being amended; (b) customary provisions contained in such contractual encumbrances or restrictions, as in effect on the Issue Date,
(iii) any restrictions or encumbrances arising under Acquired Indebtedness; provided that such encumbrance or restriction applies only to either the assets that were subject to the restriction or encumbrance at the time of the acquisition or the obligor on such Indebtedness and its Subsidiaries prior to such acquisition,
(iv) any restrictions or encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions and encumbrances of the type described in this clause (iv) that arise under such Refinancing Indebtedness shall not be materially more restrictive or apply to additional assets than those under the agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or extended,
(v) any Permitted Lien, or any other agreement restricting the sale or other disposition of property, securing Indebtedness permitted by the Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Subsidiary of Hovnanian to pay dividends or make or repay loans or advances prior to default thereunder,
(vi) reasonable and customary borrowing base covenants set forth in agreements evidencing Indebtedness otherwise permitted by the Indenture,
(vii) customary non-assignment provisions in leases, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business,
(viii) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary; provided, however, that (x) such encumbrance or restriction is applicable only to such Restricted Subsidiary pending the closing of or assets and (y) such sale or disposition,
disposition is made in accordance with Section 4.16; (ixc) encumbrances any encumbrance or restrictions restriction existing under or by reason of applicable law; (d) customary provisions that restrict the Indenture subletting or assignment of any lease governing any leasehold interest of any Restricted Subsidiary or that are contained in any agreement entered into in the Notes,
ordinary course of business; (e) covenants in purchase money obligations for property acquired in the ordinary course of business restricting transfer of such property; (f) covenants in security, pledge and similar agreements securing Indebtedness of a Restricted Subsidiary (to the extent that such Liens were otherwise incurred in accordance with Section 4.15) that restrict the transfer of property subject to such agreements; (g) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition, which encumbrance or restriction (x) purchase money obligations 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, and (y) is not incurred in connection with or in contemplation of such acquisition; (h) contained in any agreement entered into after the Issue Date, so long as such encumbrances or restrictions are not materially more disadvantageous, taken as a whole, to the Holders than the encumbrances and restrictions in existence at the Issue Date; (i) encumbrances or restrictions contained in any agreement entered into after the Issue Date for Indebtedness so long as (a) such encumbrances or restrictions, taken as a whole, are not more restrictive than those which are customary in comparable financing agreements and (b) management of the Company determines that impose such encumbrances or restrictions will not materially impair the Company's ability to make payments when due on the property so acquired of the nature described in clause Notes; or (cj) of the preceding paragraph,
(xi) Liens permitted under the Indenture securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien,
(xii) provisions with respect to customary limitations on the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements,
(xiii) customary provisions of any franchise, distribution or similar agreements,
(xiv) restrictions on cash or other deposits or net worth imposed by contracts entered into in the ordinary course of business; 44 -39- provided, and
(xv) any however, that such encumbrance or restrictions of the type referred to in clauses (a), (b) or (c) of the first paragraph of this section imposed by any amendments, modifications, restatements, renewals, supplements, refinancings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) of this paragraph, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment of Hovnanian’s Board of Directors, no more restrictive with respect restriction is applicable only to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to Restricted Subsidiary constituting such amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancingjoint venture.
Appears in 1 contract
Limitations on Restrictions Affecting Restricted Subsidiaries. Hovnanian and the Issuer The Company will not, and will not cause or permit any Restricted Subsidiary to, create, assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of leases and other agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to:
to (ai) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by Hovnanian the Company or any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to Hovnanian the Company or any other Restricted Subsidiary,
, (bii) make loans or advances to Hovnanian the Company or any other Restricted Subsidiary, or
or (ciii) transfer any of its property properties or assets to Hovnanian the Company or any other Restricted Subsidiary, except for:
for (ia) encumbrances or restrictions existing under or by reason of applicable law,
, (iib) contractual encumbrances covenants or restrictions contained in Indebtedness in effect on the Issue Date and any amendments, modifications, restatements, renewals, supplements, refundings, replacements date of this Indenture as such covenants or refinancings thereof, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings restrictions are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such contractual encumbrances or restrictions, as in effect on the Issue Date,
such date, (iiic) any restrictions or encumbrances arising under Acquired Indebtedness; provided PROVIDED, that such encumbrance or restriction applies only to either the assets that were subject to the restriction or encumbrance at the time of the acquisition or the obligor on such Indebtedness and its Subsidiaries prior to such acquisition,
Subsidiaries, (ivd) any restrictions or encumbrances arising in connection with Refinancing Indebtedness; providedPROVIDED, howeverHOWEVER, that any restrictions and encumbrances of the type described in this clause (ivd) that arise under such Refinancing Indebtedness shall not be materially more restrictive or apply to additional assets than those under the agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or extended,
, (ve) any Permitted Lien, or any other agreement restricting the sale or other disposition of property, securing Indebtedness permitted by the this Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Subsidiary of Hovnanian the Company to pay dividends or make or repay loans or advances prior to default thereunder,
, (vif) reasonable and customary borrowing base covenants set forth in agreements evidencing Indebtedness otherwise permitted by the this Indenture,
, (viig) customary non-provisions restricting subletting or assignment provisions in leasesof any lease governing a leasehold interest of the Company or any Restricted Subsidiary, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business,
and (viiih) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition,
(ix) encumbrances or restrictions existing under or by reason of the Indenture or the Notes,
(x) purchase money obligations that impose restrictions on the property so acquired of the nature described in clause (c) of the preceding paragraph,
(xi) Liens permitted under the Indenture securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien,
(xii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements,
(xiii) customary provisions of any franchise, distribution or similar agreements,
(xiv) restrictions on cash or other deposits or net worth imposed by contracts entered into in the ordinary course of business, and
(xv) any encumbrance or restrictions of the type referred to in clauses (a), (b) or (c) of the first paragraph of this section imposed by any amendments, modifications, restatements, renewals, supplements, refinancings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) of this paragraph, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment of Hovnanian’s Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Eighth Supplemental Indenture (Horton D R Inc /De/)
Limitations on Restrictions Affecting Restricted Subsidiaries. Hovnanian The Company and the Issuer will not, and will not cause or permit any Restricted Subsidiary to, create, assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to:
(a) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by Hovnanian the Company or any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to Hovnanian the Company or any other Restricted Subsidiary,
(b) make loans or advances to Hovnanian the Company or any other Restricted Subsidiary, or
(c) transfer any of its property or assets to Hovnanian the Company or any other Restricted Subsidiary, except for:
(i) encumbrances or restrictions existing under or by reason of applicable law,
(ii) contractual encumbrances or restrictions in effect at or entered into on the Issue Date and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings thereof; provided, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such contractual encumbrances or restrictions, as in effect at or entered into on the Issue Date,
(iii) any restrictions or encumbrances arising under Acquired Indebtedness; provided provided, that such encumbrance or restriction applies only to either the assets that were subject to the restriction or encumbrance at the time of the acquisition or the obligor on such Indebtedness and its Subsidiaries prior to such acquisition,
(iv) any restrictions or encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions and encumbrances of the type described in this clause (iv) that arise under such Refinancing Indebtedness shall not be materially more restrictive or apply to additional assets than those under the agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or extended,
(v) any Permitted Lien, or any other agreement restricting the sale or other disposition of property, securing Indebtedness permitted by the this Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Subsidiary of Hovnanian the Company to pay dividends or make or repay loans or advances prior to default thereunder,
(vi) reasonable and customary borrowing base covenants set forth in agreements evidencing Indebtedness otherwise permitted by the this Indenture,
(vii) customary non-assignment provisions in leases, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business,
(viii) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition,
(ix) encumbrances or restrictions existing under or by reason of this Indenture, the Indenture Notes or the NotesGuarantees and the First Lien Indenture, the First Lien Notes and the First Lien Guarantees,
(x) purchase money obligations that impose restrictions on the property so acquired of the nature described in clause (c) of the preceding paragraphthis Section 4.09,
(xi) Liens permitted under the this Indenture securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien,
(xii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements,
(xiii) customary provisions of any franchise, distribution or similar agreements,
(xiv) restrictions on cash or other deposits or net worth imposed by contracts entered into in the ordinary course of business, and
(xv) any encumbrance or restrictions of the type referred to in clauses (a), (b) or (c) of the first paragraph of this section Section 4.09 imposed by any amendments, modifications, restatements, renewals, supplements, refinancingsrefundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) of this paragraphSection 4.09; provided, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment of Hovnanianthe Company’s Board of Directors, no not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Limitations on Restrictions Affecting Restricted Subsidiaries. Hovnanian The Company and the Issuer will not, and will not cause or permit any Restricted Subsidiary to, create, assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to:
(a) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by Hovnanian the Company or any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to Hovnanian the Company or any other Restricted Subsidiary,
(b) make loans or advances to Hovnanian the Company or any other Restricted Subsidiary, or
(c) transfer any of its property or assets to Hovnanian the Company or any other Restricted Subsidiary, except for:
(i) encumbrances or restrictions existing under or by reason of applicable law,
(ii) contractual encumbrances or restrictions in effect at or entered into on the Issue Date and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings thereof; provided, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such contractual encumbrances or restrictions, as in effect at or entered into on the Issue Date,
(iii) any restrictions or encumbrances arising under Acquired Indebtedness; provided that such encumbrance or restriction applies only to either the assets that were subject to the restriction or encumbrance at the time of the acquisition or the obligor on such Indebtedness and its Subsidiaries prior to such acquisition,
(iv) any restrictions or encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions and encumbrances of the type described in this clause (iv) that arise under such Refinancing Indebtedness shall not be materially more restrictive or apply to additional assets than those under the agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or extended,
(v) any Permitted Collateral Lien, Permitted Lien or any other agreement restricting the sale or other disposition of property, securing Indebtedness permitted by the this Indenture if such Permitted Lien Collateral Lien, Permitted Lien, or agreement does not expressly restrict the ability of a Subsidiary of Hovnanian the Company to pay dividends or make or repay loans or advances prior to default thereunder,
(vi) reasonable and customary borrowing base covenants set forth in agreements evidencing Indebtedness otherwise permitted by the Indenture,
(vii) customary non-assignment provisions in leases, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business,
(viii) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition,
(ix) encumbrances or restrictions existing under or by reason of this Indenture, the Indenture Notes or the NotesGuarantees and substantially similar encumbrances or restrictions existing under Permitted Secured Indebtedness,
(x) purchase money obligations that impose restrictions on the property so acquired of the nature described in clause (c) of the preceding paragraphthis Section 4.09,
(xi) Liens permitted under the Indenture securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien,
(xii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements,
(xiii) customary provisions of any franchise, distribution or similar agreements,
(xiv) restrictions on cash or other deposits or net worth imposed by contracts entered into in the ordinary course of business, and
(xv) any encumbrance or restrictions of the type referred to in clauses (a), (b) or (c) of the first paragraph of this section Section 4.09 imposed by any amendments, modifications, restatements, renewals, supplements, refinancingsrefundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) of this paragraphSection 4.09, provided provided, that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment of Hovnanianthe Company’s Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Limitations on Restrictions Affecting Restricted Subsidiaries. Hovnanian The Company and the Issuer will not, and will not cause or permit any Restricted Subsidiary to, create, assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to:
(a) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by Hovnanian the Company or any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to Hovnanian the Company or any other Restricted Subsidiary,
(b) make loans or advances to Hovnanian the Company or any other Restricted Subsidiary, or
(c) transfer any of its property or assets to Hovnanian the Company or any other Restricted Subsidiary, except for:
(i) encumbrances or restrictions existing under or by reason of applicable law,
(ii) contractual encumbrances or restrictions in effect on the Issue Date and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such contractual encumbrances or restrictions, as in effect on the Issue DateMay 4, 1999,
(iii) any restrictions or encumbrances arising under Acquired Indebtedness; provided that such encumbrance or restriction applies only to either the assets that were subject to the restriction or encumbrance at the time of the acquisition or the obligor on such Indebtedness and its Subsidiaries prior to such acquisition,
(iv) any restrictions or encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions and encumbrances of the type described in this clause (ivd) that arise under such Refinancing Indebtedness shall not be materially more restrictive or apply to additional assets than those under the agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or extended,
(v) any Permitted Lien, or any other agreement restricting the sale or other disposition of property, securing Indebtedness permitted by the Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Subsidiary of Hovnanian the Company to pay dividends or make or repay loans or advances prior to default thereunder,
(vi) reasonable and customary borrowing base covenants set forth in agreements evidencing Indebtedness otherwise permitted by the Indenture,
(vii) customary non-assignment provisions in leases, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business,
(viii) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition,
(ix) encumbrances or restrictions existing under or by reason of the Indenture or the Notes,
(x) purchase money obligations that impose restrictions on the property so acquired of the nature described in clause (c) of the preceding paragraph,
(xi) Liens permitted under the Indenture securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien,
(xii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements,
(xiii) customary provisions of any franchise, distribution or similar agreements,
(xiv) restrictions on cash or other deposits or net worth imposed by contracts entered into in the ordinary course of business, and
(xv) any encumbrance or restrictions of the type referred to in clauses (a), (b) or (c) of the first paragraph of this section imposed by any amendments, modifications, restatements, renewals, supplements, refinancings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) of this paragraph, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment of Hovnanian’s the Company's Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Limitations on Restrictions Affecting Restricted Subsidiaries. Hovnanian The Company and the Issuer will not, and will not cause or permit any Restricted Subsidiary that is not a Guarantor to, create, assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of agreements that restrict the assignability thereof) on the ability of any such Restricted Subsidiary to:
(a) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by Hovnanian the Company or any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to Hovnanian the Company or any other Restricted Subsidiary,
(b) make loans or advances to Hovnanian the Company or any other Restricted Subsidiary, or
(c) transfer any of its property or assets to Hovnanian the Company or any other Restricted Subsidiary, except for:
(i) encumbrances or restrictions existing under or by reason of applicable law,
(ii) contractual encumbrances or restrictions in effect at or entered into on the Issue Date and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings thereof; provided, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such contractual encumbrances or restrictions, as in effect at or entered into on the Issue Date,
(iii) encumbrances or restrictions under any restrictions agreement or encumbrances arising under Acquired Indebtedness; provided other instrument of a Person acquired by or merged or consolidated with or into the Company or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such encumbrance or restriction applies only to either the assets Person, in each case that were subject to the restriction or encumbrance is in existence at the time of the acquisition such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the obligor on such Indebtedness properties or assets of any Person, other than the Person and its Subsidiaries prior to such acquisitionSubsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated,
(iv) any restrictions or encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions and encumbrances of the type described in this clause (iv) that arise under such Refinancing Indebtedness shall not be materially more restrictive or apply to additional assets than those under the agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or extended,
(v) any Permitted Lien, or any other agreement restricting the sale or other disposition of property, securing Indebtedness permitted by the this Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Subsidiary of Hovnanian the Company to pay dividends or make or repay loans or advances prior to default thereunder,
(vi) reasonable and customary borrowing base covenants set forth in agreements evidencing Indebtedness otherwise permitted by the this Indenture,
(vii) customary non-assignment provisions in leases, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business,
(viii) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition,
(ix) encumbrances or restrictions existing under or by reason of this Indenture, the Indenture Notes or the NotesGuarantees,
(x) purchase money obligations that impose restrictions on the property so acquired of the nature described in clause (c) of the preceding paragraphthis Section 4.09,
(xi) Liens permitted under the this Indenture securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien,
(xii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements,
(xiii) customary provisions of any franchise, distribution or similar agreements,
(xiv) restrictions on cash or other deposits or net worth imposed by contracts entered into in the ordinary course of business, and,
(xv) any encumbrance encumbrances or restrictions existing under (A) development agreements or other contracts entered into with municipal entities, agencies or sponsors in connection with the entitlement or development of real property or (B) agreements for funding of infrastructure, including in respect of the issuance of community facility district bonds, metro district bonds, ▇▇▇▇▇-▇▇▇▇ bonds and subdivision improvement bonds, and similar bonding requirements arising in the ordinary course of business of a homebuilder,
(xvi) any encumbrances or restrictions that require “lockbox” or similar obligations with respect to Non-Recourse Indebtedness,
(xvii) any encumbrances or restrictions of the type referred to in clauses (a), (b) or (c) of the first paragraph of this section Section 4.09 imposed by any amendments, modifications, restatements, renewals, supplements, refinancingsrefundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) and (iii) through (xivxvi) of this paragraphSection 4.09; provided, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment of Hovnanianthe Company’s Board of DirectorsDirectors or its chief executive officer or chief financial officer, no not materially more restrictive with respect to such dividend and other payment encumbrances or restrictions than those contained in the dividend encumbrance or other payment restrictions prior to such amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing, and
(xviii) any encumbrance or restriction under other Indebtedness of Restricted Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to Section 4.06; provided, that such encumbrances or restrictions will not materially affect the Issuer’s ability to make anticipated principal and interest payments on the Notes, as determined in the good faith judgment of the Company’s Board of Directors or its chief executive officer or chief financial officer.
(d) For purposes of determining compliance with this Section 4.09: (i) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a 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 to other Indebtedness incurred by the Company or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 1 contract
Limitations on Restrictions Affecting Restricted Subsidiaries. Hovnanian The Company and the Issuer will not, and will not cause or permit any Restricted Subsidiary to, create, assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by 40 judicial or regulatory action or by provisions of agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to:
(a) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by Hovnanian the Company or any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to Hovnanian the Company or any other Restricted Subsidiary,
(b) make loans or advances to Hovnanian the Company or any other Restricted Subsidiary, or
(c) transfer any of its property or assets to Hovnanian the Company or any other Restricted Subsidiary, except for:
(i) encumbrances or restrictions existing under or by reason of applicable law,
(ii) contractual encumbrances or restrictions in effect on the Issue Date and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings thereof, provided PROVIDED that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such contractual encumbrances or restrictions, as in effect on the Issue DateMay 4, 1999,
(iii) any restrictions or encumbrances arising under Acquired Indebtedness; provided PROVIDED that such encumbrance or restriction applies only to either the assets that were subject to the restriction or encumbrance at the time of the acquisition or the obligor on such Indebtedness and its Subsidiaries prior to such acquisition,
(iv) any restrictions or encumbrances arising in connection with Refinancing Indebtedness; providedPROVIDED, howeverHOWEVER, that any restrictions and encumbrances of the type described in this clause (iv) that arise under such Refinancing Indebtedness shall not be materially more restrictive or apply to additional assets than those under the agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or extended,
(v) any Permitted Lien, or any other agreement restricting the sale or other disposition of property, securing Indebtedness permitted by the Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Subsidiary of Hovnanian the Company to pay dividends or make or repay loans or advances prior to default thereunder,
(vi) reasonable and customary borrowing base covenants set forth in agreements evidencing Indebtedness otherwise permitted by the Indenture,
(vii) customary non-assignment provisions in leases, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business,
(viii) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition,
(ix) encumbrances or restrictions existing under or by reason of the Indenture or the Notes,
(x) purchase money obligations that impose restrictions on the property so acquired of the nature described in clause (c) of the preceding paragraph,
(xi) Liens permitted under the Indenture securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien,
(xii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements,
(xiii) customary provisions of any franchise, distribution or similar agreements,
(xiv) restrictions on cash or other deposits or net worth imposed by contracts entered into in the ordinary course of business, and
(xv) any encumbrance or restrictions of the type referred to in clauses (a), (b) or (c) of the first paragraph of this section imposed by any amendments, modifications, restatements, renewals, supplements, refinancings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) of this paragraph, provided PROVIDED that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment of Hovnanian’s the Company's Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Limitations on Restrictions Affecting Restricted Subsidiaries. Hovnanian and the Issuer will The Company shall not, and will shall not cause or permit any Restricted Subsidiary to, createdirectly or indirectly, assume create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to:
to (ax) pay dividends or make any other distributions to the Company or any other Restricted Subsidiary on its Capital Stock Equity Interests or with respect to any other interest or participation in, or measured by, its profits, owned by Hovnanian or pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (y) make loans or pay interest on advances to, or principal of guarantee any Indebtedness owed or other obligations of, the Company or any other Restricted Subsidiary or (z) transfer any of its properties or assets to Hovnanian the Company or any other Restricted Subsidiary,
. The foregoing shall not prohibit (ba) make loans any encumbrance or advances to Hovnanian or any other Restricted Subsidiary, or
(c) transfer any of its property or assets to Hovnanian or any other Restricted Subsidiary, except for:
(i) encumbrances or restrictions restriction existing under or by reason of applicable law,
(ii) contractual encumbrances or restrictions in effect on the Issue Date and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such contractual encumbrances or restrictions, as agreement in effect on the Issue Date,
(iii) , as any restrictions such agreement is in effect on such date or encumbrances arising under Acquired Indebtedness; provided that as thereafter amended or supplemented but only if such encumbrance or restriction applies only to either the assets that were subject to the restriction or encumbrance at the time of the acquisition or the obligor on such Indebtedness and its Subsidiaries prior to such acquisition,
(iv) any restrictions or encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions and encumbrances of the type described in this clause (iv) that arise under such Refinancing Indebtedness shall not be materially is no more restrictive or apply to additional assets than those under in the agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or extended,
amended; (v) any Permitted Lien, or any other agreement restricting the sale or other disposition of property, securing Indebtedness permitted by the Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Subsidiary of Hovnanian to pay dividends or make or repay loans or advances prior to default thereunder,
(vi) reasonable and customary borrowing base covenants set forth in agreements evidencing Indebtedness otherwise permitted by the Indenture,
(viib) customary non-assignment provisions contained in leases, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business,
(viii) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary; provided, however, that (x) such encumbrance or restriction is applicable only to such Restricted Subsidiary pending the closing of or assets and (y) such sale or disposition,
disposition is made in accordance with Section 4.16; (ixc) encumbrances any encumbrance or restrictions restriction existing under or by reason of the Indenture applicable law; (d) customary provisions restricting subletting or the Notes,
assignment of any lease governing any leasehold interest of any Restricted Subsidiary; (xe) covenants in purchase money obligations that impose restrictions on the for property so acquired of the nature described in clause (c) of the preceding paragraph,
(xi) Liens permitted under the Indenture securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien,
(xii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements,
(xiii) customary provisions of any franchise, distribution or similar agreements,
(xiv) restrictions on cash or other deposits or net worth imposed by contracts entered into in the ordinary course of business, and
business restricting transfer of such property; (xvf) covenants in security agreements securing Indebtedness of a Restricted Subsidiary (to the extent that such Liens were otherwise incurred in accordance with Section 4.15) that restrict the transfer of property subject to such agreements; (g) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition, which encumbrance or restrictions restriction (x) 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 type referred to Person so acquired, and (y) is not incurred in clauses (a), (b) connection with or in contemplation of such acquisition; or (ch) of the first paragraph of this section imposed by any amendments, modifications, restatements, renewals, supplements, refinancings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) of this paragraph, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment of Hovnanian’s Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained in any agreement entered into after the dividend Issue Date, so long as such encumbrance or other payment restriction is not materially more disadvantageous to the Holders than the encumbrances and restrictions prior to such amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancingin existence at the Issue Date.
Appears in 1 contract
Limitations on Restrictions Affecting Restricted Subsidiaries. Hovnanian The Company and the Issuer will not, and will not cause or permit any Restricted Subsidiary to, create, assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to:
(a) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by Hovnanian the Company or any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to Hovnanian the Company or any other Restricted Subsidiary,
(b) make loans or advances to Hovnanian the Company or any other Restricted Subsidiary, or
(c) transfer any of its property or assets to Hovnanian the Company or any other Restricted Subsidiary, except for:
(i) encumbrances or restrictions existing under or by reason of applicable law,
(ii) contractual encumbrances or restrictions in effect at or entered into on the Issue Date and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings thereof; provided, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such contractual encumbrances or restrictions, as in effect at or entered into on the Issue Date,
(iii) any restrictions or encumbrances arising under Acquired Indebtedness; provided provided, that such encumbrance or restriction applies only to either the assets that were subject to the restriction or encumbrance at the time of the acquisition or the obligor on such Indebtedness and its Subsidiaries prior to such acquisition,
(iv) any restrictions or encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions and encumbrances of the type described in this clause (iv) that arise under such Refinancing Indebtedness shall not be materially more restrictive or apply to additional assets than those under the agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or extended,
(v) any Permitted Lien, or any other agreement restricting the sale or other disposition of property, securing Indebtedness permitted by the this Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Subsidiary of Hovnanian the Company to pay dividends or make or repay loans or advances prior to default thereunder,
(vi) reasonable and customary borrowing base covenants set forth in agreements evidencing Indebtedness otherwise permitted by the this Indenture,
(vii) customary non-assignment provisions in leases, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business,
(viii) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition,
(ix) encumbrances or restrictions existing under or by reason of this Indenture, the Indenture Notes or the NotesGuarantees and the Second Lien Indenture, the Second Lien Notes and the Second Lien Guarantees,
(x) purchase money obligations that impose restrictions on the property so acquired of the nature described in clause (c) of the preceding paragraphthis Section 4.09,
(xi) Liens permitted under the this Indenture securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien,
(xii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements,
(xiii) customary provisions of any franchise, distribution or similar agreements,
(xiv) restrictions on cash or other deposits or net worth imposed by contracts entered into in the ordinary course of business, and
(xv) any encumbrance or restrictions of the type referred to in clauses (a), (b) or (c) of the first paragraph of this section Section 4.09 imposed by any amendments, modifications, restatements, renewals, supplements, refinancingsrefundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) of this paragraphSection 4.09; provided, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment of Hovnanianthe Company’s Board of Directors, no not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Limitations on Restrictions Affecting Restricted Subsidiaries. Hovnanian and the Issuer The Company will not, and will not cause or permit any Restricted Subsidiary to, create, assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of leases and other agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to:
to (ai) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by Hovnanian the Company or any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to Hovnanian the Company or any other Restricted Subsidiary,
, (bii) make loans or advances to Hovnanian the Company or any other Restricted Re stricted Subsidiary, or
or (ciii) transfer any of its property properties or assets to Hovnanian the Company or any other Restricted Subsidiary, except for:
for (ia) encumbrances or restrictions existing under or by reason of applicable law,
, (iib) contractual encumbrances covenants or restrictions contained in Indebtedness in effect on the Issue Date and any amendments, modifications, restatements, renewals, supplements, refundings, replacements as such covenants or refinancings thereof, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings restrictions are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such contractual encumbrances or restrictions, as in effect on the Issue Date,
such date, (iiic) any restrictions or encumbrances arising under Acquired Indebtedness; provided provided, that such encumbrance or restriction applies only to either the assets that were subject to the restriction or encumbrance at the time of the acquisition or the obligor on such Indebtedness and its Subsidiaries prior to such acquisition,
Subsidiaries, (ivd) any restrictions or encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions and encumbrances of the type described in this clause (ivd) that arise under such Refinancing Indebtedness shall not be materially more restrictive or apply to additional assets than those under the agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or extended,
, (ve) any Permitted Lien, or any other agreement restricting the sale or other disposition of property, securing Indebtedness permitted by the this Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Subsidiary of Hovnanian the Company to pay dividends or make or repay loans or advances prior to default thereunder,
, (vif) reasonable and customary borrowing base covenants set forth in agreements evidencing Indebtedness otherwise permitted by the this Indenture,
, (viig) customary non-provisions restricting subletting or assignment provisions in leasesof any lease governing a leasehold interest of the Company or any Restricted Subsidiary, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business,
and (viiih) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition,
(ix) encumbrances or restrictions existing under or by reason of the Indenture or the Notes,
(x) purchase money obligations that impose restrictions on the property so acquired of the nature described in clause (c) of the preceding paragraph,
(xi) Liens permitted under the Indenture securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien,
(xii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements,
(xiii) customary provisions of any franchise, distribution or similar agreements,
(xiv) restrictions on cash or other deposits or net worth imposed by contracts entered into in the ordinary course of business, and
(xv) any encumbrance or restrictions of the type referred to in clauses (a), (b) or (c) of the first paragraph of this section imposed by any amendments, modifications, restatements, renewals, supplements, refinancings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) of this paragraph, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment of Hovnanian’s Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Fifteenth Supplemental Indenture (Horton D R Inc /De/)
Limitations on Restrictions Affecting Restricted Subsidiaries. Hovnanian and the Issuer The Company will not, and will not cause or permit any Restricted Subsidiary to, create, assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of leases and other agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to:
to (ai) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by Hovnanian the Company or any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to Hovnanian the Company or any other Restricted Subsidiary,
, (bii) make loans or advances to Hovnanian the Company or any other Restricted Subsidiary, or
or (ciii) transfer any of its property properties or assets to Hovnanian the Company or any other Restricted Subsidiary, except for:
for (ia) encumbrances or restrictions existing under or by reason of applicable law,
, (iib) contractual encumbrances covenants or restrictions contained in Indebtedness in effect on the Issue Date and any amendments, modifications, restatements, renewals, supplements, refundings, replacements date of this Supplemental Indenture as such covenants or refinancings thereof, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings restrictions are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such contractual encumbrances or restrictions, as in effect on the Issue Date,
such date, (iiic) any restrictions or encumbrances arising under Acquired Indebtedness; provided provided, that such encumbrance or restriction applies only to -------- either the assets that were subject to the restriction or encumbrance at the time of the acquisition or the obligor on such Indebtedness and its Subsidiaries prior to such acquisition,
Subsidiaries, (ivd) any restrictions or encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions and -------- ------- encumbrances of the type described in this clause (ivd) that arise under such Refinancing Indebtedness shall not be materially more restrictive or apply to additional assets than those under the agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or extended,
, (ve) any Permitted Lien, or any other agreement restricting the sale or other disposition of property, securing Indebtedness permitted by the this Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Subsidiary of Hovnanian the Company to pay dividends or make or repay loans or advances prior to default thereunder,
, (vif) reasonable and customary borrowing base covenants set forth in agreements evidencing Indebtedness otherwise permitted by the this Indenture,
, (viig) customary non-provisions restricting subletting or assignment provisions in leasesof any lease governing a leasehold interest of the Company or any Restricted Subsidiary, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business,
and (viiih) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition,
(ix) encumbrances or restrictions existing under or by reason of the Indenture or the Notes,
(x) purchase money obligations that impose restrictions on the property so acquired of the nature described in clause (c) of the preceding paragraph,
(xi) Liens permitted under the Indenture securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien,
(xii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements,
(xiii) customary provisions of any franchise, distribution or similar agreements,
(xiv) restrictions on cash or other deposits or net worth imposed by contracts entered into in the ordinary course of business, and
(xv) any encumbrance or restrictions of the type referred to in clauses (a), (b) or (c) of the first paragraph of this section imposed by any amendments, modifications, restatements, renewals, supplements, refinancings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) of this paragraph, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment of Hovnanian’s Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: Second Supplemental Indenture (Horton D R Inc /De/)
Limitations on Restrictions Affecting Restricted Subsidiaries. Hovnanian Holdings and the Issuer Borrower will not, and will not cause or permit any Restricted Subsidiary that is not a Loan Party to, create, assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of agreements that restrict the assignability thereof) on the ability of any such Restricted Subsidiary to:
(a) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by Hovnanian Holdings or any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to Hovnanian Holdings or any other Restricted Subsidiary,
(b) make loans or advances to Hovnanian Holdings or any other Restricted Subsidiary, or
(c) transfer any of its property or assets to Hovnanian Holdings or any other Restricted Subsidiary, except for:
(i) encumbrances or restrictions existing under or by reason of applicable lawLaw,
(ii) contractual encumbrances or restrictions in effect at or entered into on the Issue Closing Date (including, for the avoidance of doubt, those existing under or by reason of the New Secured Notes, the Senior Credit Facility, the Existing Secured Notes, this Agreement, the Existing Unsecured Indebtedness and the related agreements) and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings thereof; provided, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such contractual encumbrances or restrictions, as in effect at or entered into on the Issue Closing Date,
(iii) encumbrances or restrictions under any restrictions agreement or encumbrances arising under Acquired Indebtedness; provided other instrument of a Person acquired by or merged or consolidated with or into Holdings or any Restricted Subsidiary, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary, or that is assumed in connection with the acquisition of assets from such encumbrance or restriction applies only to either the assets Person, in each case that were subject to the restriction or encumbrance is in existence at the time of the acquisition such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the obligor on such Indebtedness properties or assets of any Person, other than the Person and its Subsidiaries prior to such acquisitionSubsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or designated,
(iv) any restrictions or encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions and encumbrances of the type described in this clause (iv) that arise under such Refinancing Indebtedness shall not be materially more restrictive or apply to additional assets than those under the agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or extended,
(v) any Permitted Lien, or any other agreement restricting the sale or other disposition of property, securing Indebtedness permitted by the Indenture this Agreement if such Permitted Lien or agreement does not expressly restrict the ability of a Subsidiary of Hovnanian Holdings to pay dividends or make or repay loans or advances prior to default thereunder,
(vi) reasonable and customary borrowing base covenants set forth in agreements evidencing Indebtedness otherwise permitted by the Indenturethis Agreement,
(vii) customary non-assignment provisions in leases, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business,
(viii) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition,
(ix) encumbrances or restrictions existing under or by reason of the Indenture this Agreement or the Notesother Loan Documents,
(x) purchase money obligations that impose restrictions on the property so acquired of the nature described in clause (c) of the preceding paragraphthis Section 6.06,
(xi) Liens permitted under the Indenture this Agreement securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien,
(xii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements,
(xiii) customary provisions of any franchise, distribution or similar agreements,
(xiv) restrictions on cash or other deposits or net worth imposed by contracts entered into in the ordinary course of business, and,
(xv) any encumbrance encumbrances or restrictions existing under (A) development agreements or other contracts entered into with municipal entities, agencies or sponsors in connection with the entitlement or development of real property or (B) agreements for funding of infrastructure, including in respect of the issuance of community facility district bonds, metro district bonds, ▇▇▇▇▇-▇▇▇▇ bonds and subdivision improvement bonds, and similar bonding requirements arising in the ordinary course of business of a homebuilder,
(xvi) any encumbrances or restrictions that require “lockbox” or similar obligations with respect to Non-Recourse Indebtedness,
(xvii) any encumbrances or restrictions of the type referred to in clauses (a), (b) or (c) of the first paragraph of this section Section 6.06 imposed by any amendments, modifications, restatements, renewals, supplements, refinancingsrefundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) and (iii) through (xivxvi) of this paragraphSection 6.06; provided, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment of Hovnanian’s Holdings’ Board of DirectorsDirectors or its chief executive officer or chief financial officer, no not materially more restrictive with respect to such dividend and other payment encumbrances or restrictions than those contained in the dividend encumbrance or other payment restrictions prior to such amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing, and
(xviii) any encumbrance or restriction under other Indebtedness of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to Section 6.03; provided, that such encumbrances or restrictions will not materially affect the Borrower’s ability to make anticipated principal and interest payments on the Loans, as determined in the good faith judgment of Holdings’ Board of Directors or its chief executive officer or chief financial officer.
(d) For purposes of determining compliance with this Section 6.06: (i) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to Holdings or a Restricted Subsidiary to other Indebtedness incurred by Holdings or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 1 contract
Limitations on Restrictions Affecting Restricted Subsidiaries. Hovnanian and the Issuer will not, and will not cause or permit any Restricted Subsidiary to, create, assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to:
(a) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by Hovnanian or any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to Hovnanian or any other Restricted Subsidiary,
(b) make loans or advances to Hovnanian or any other Restricted Subsidiary, or
(c) transfer any of its property or assets to Hovnanian or any other Restricted Subsidiary, except for:
(i) encumbrances or restrictions existing under or by reason of applicable law,
(ii) contractual encumbrances or restrictions in effect at or entered into on the Issue Date and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such contractual encumbrances or restrictions, as in effect at or entered into on the Issue Date,
(iii) any restrictions or encumbrances arising under Acquired Indebtedness; provided provided, that such encumbrance or restriction applies only to either the assets that were subject to the restriction or encumbrance at the time of the acquisition or the obligor on such Indebtedness and its Subsidiaries prior to such acquisition,
(iv) any restrictions or encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions and encumbrances of the type described in this clause (iv) that arise under such Refinancing Indebtedness shall not be materially more restrictive or apply to additional assets than those under the agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or extended,
(v) any Permitted Lien, or any other agreement restricting the sale or other disposition of property, securing Indebtedness permitted by the Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Subsidiary of Hovnanian to pay dividends or make or repay loans or advances prior to default thereunder,
(vi) reasonable and customary borrowing base covenants set forth in agreements evidencing Indebtedness otherwise permitted by the Indenture,
(vii) customary non-assignment provisions in leases, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business,
(viii) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition,
(ix) encumbrances or restrictions existing under or by reason of the Indenture Indenture, the Notes or the NotesGuarantees,
(x) purchase money obligations that impose restrictions on the property so acquired of the nature described in clause (c) of the preceding paragraphthis Section 3.11,
(xi) Liens permitted under the Indenture securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien,
(xii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements,
(xiii) customary provisions of any franchise, distribution or similar agreements,
(xiv) restrictions on cash or other deposits or net worth imposed by contracts entered into in the ordinary course of business, and
(xv) any encumbrance or restrictions of the type referred to in clauses (a), (b) or (c) of the first paragraph of this section Section 3.11 imposed by any amendments, modifications, restatements, renewals, supplements, refinancingsrefundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) of this paragraphSection 3.11, provided provided, that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment of Hovnanian’s Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing.
Appears in 1 contract
Sources: First Supplemental Indenture (Hovnanian Enterprises Inc)
Limitations on Restrictions Affecting Restricted Subsidiaries. Hovnanian The Company and the Issuer will not, and will not cause or permit any Restricted Subsidiary to, create, assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to:
(a) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by Hovnanian the Company or any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to Hovnanian the Company or any other Restricted Subsidiary,
(b) make loans or advances to Hovnanian the Company or any other Restricted Subsidiary, or
(c) transfer any of its property or assets to Hovnanian the Company or any other Restricted Subsidiary, except for:
(i) encumbrances or restrictions existing under or by reason of applicable law,
(ii) contractual encumbrances or restrictions in effect at or entered into on the Issue Date and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings thereof; provided, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such contractual encumbrances or restrictions, as in effect at or entered into on the Issue Date,
(iii) any restrictions or encumbrances arising under Acquired Indebtedness; provided provided, that such encumbrance or restriction applies only to either the assets that were subject to the restriction or encumbrance at the time of the acquisition or the obligor on such Indebtedness and its Subsidiaries prior to such acquisition,
(iv) any restrictions or encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions and encumbrances of the type described in this clause (iv) that arise under such Refinancing Indebtedness shall not be materially more restrictive or apply to additional assets than those under the agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or extended,
(v) any Permitted Lien, or any other agreement restricting the sale or other disposition of property, securing Indebtedness permitted by the this Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Subsidiary of Hovnanian the Company to pay dividends or make or repay loans or advances prior to default thereunder,
(vi) reasonable and customary borrowing base covenants set forth in agreements evidencing Indebtedness otherwise permitted by the this Indenture,
(vii) customary non-assignment provisions in leases, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business,
(viii) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition,
(ix) encumbrances or restrictions existing under or by reason of this Indenture, the Indenture Notes or the NotesGuarantees,
(x) purchase money obligations that impose restrictions on the property so acquired of the nature described in clause (c) of the preceding paragraphthis Section 4.09,
(xi) Liens permitted under the this Indenture securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien,
(xii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements,
(xiii) customary provisions of any franchise, distribution or similar agreements,
(xiv) restrictions on cash or other deposits or net worth imposed by contracts entered into in the ordinary course of business, and
(xv) any encumbrance or restrictions of the type referred to in clauses (a), (b) or (c) of the first paragraph of this section Section 4.09 imposed by any amendments, modifications, restatements, renewals, supplements, refinancingsrefundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) of this paragraphSection 4.09; provided, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment of Hovnanianthe Company’s Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing.
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