No New Restrictions on Subsidiary Dividends Clause Samples

No New Restrictions on Subsidiary Dividends. Except to the extent that any such agreement may be contained in the Loan Documents or the Permitted Receivables Transaction Documents, neither Holdings nor the Company will agree, or permit any of the Company's Subsidiaries to agree, to create or otherwise permit to exist any consensual encumbrance or restriction of any kind on the ability of any of the Company's Subsidiaries to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owing to, the Company.
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No New Restrictions on Subsidiary Dividends. Except as may be required by any applicable Requirements of Law or pursuant to the Loan Documents, the Company will not agree, or permit any of the Domestic Subsidiaries to agree, to create or otherwise become effective any consensual encumbrance or restriction of any kind on the ability of any Domestic Subsidiary to (i) pay, directly or indirectly, dividends or make any other distributions in respect of its Capital Stock, (ii) make any other distribution or transfer of funds or assets or (iii) make loans or advances to or other Investments in, or pay any Indebtedness or other obligation owing to, the Company.
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No New Restrictions on Subsidiary Dividends. Except as may be ------------------------------------------- required by any applicable Requirements of Law, the Borrowers will not agree, or permit any of its Restricted Subsidiaries to agree, to create or otherwise permit to become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owing to, the Borrowers.
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No New Restrictions on Subsidiary Dividends. Agree to create or otherwise permit to become effective any consensual encumbrance or restriction of any kind (except that restrictions may exist as to the transfer of up to $10,000,000 in the aggregate at any one time) on the ability of any Subsidiary to: (a) pay, directly or indirectly, dividends or make any other distributions in respect of its Capital Stock; (b) make any other distribution or transfer of funds or assets to the Borrower; or (c) make loans or advances to or other Investments in, or pay any Indebtedness or other obligation owing to, the Borrower.
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No New Restrictions on Subsidiary Dividends. Agree to create or otherwise permit to become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to: (a) pay, directly or indirectly, dividends or make any other distributions in respect of its Capital Stock; (b) make any other distribution or transfer of funds or assets to the Company; or (c) make loans or advances to or other Investments in, or pay any Indebtedness or other obligation owing to, the Company; except to the extent required by (x) any applicable Requirements of Law, (y) the Credit Documents or the Subordinated Ciba Notes Indenture or (z) to the extent permitted (including, without limitation, by waiver of applicable restrictions contained therein) by the Subordinated Ciba Notes Indenture, any document or agreement governing Indebtedness which is incurred in reliance upon the provisions of subsection 11.2(g). Each Foreign Borrower hereby covenants and agrees that it shall not take any action or fail to take any action which would constitute a Default or Event of Default hereunder.
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No New Restrictions on Subsidiary Dividends. Except as may be required by any applicable Requirements of Law, the Borrowers will not agree, or permit any of its Restricted Subsidiaries to agree, to create or otherwise permit to become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owing to, the Borrowers. ARTICLE X Financial Covenants The Borrowers covenant and agree that so long as any Commitment is outstanding and thereafter until payment in full of all of the Obligations, unless the Requisite Lenders shall otherwise give prior written consent thereto: Section 10.1 Minimum Consolidated Net Worth. The Company and its Subsidiaries shall maintain a Consolidated Net Worth at all times during each period set forth below (commencing on the beginning of the first day of such period through the end of the penultimate day of such period) in an amount not less than the minimum amount set forth opposite such period below; provided, however, in the event the Company or any of its Subsidiaries sells any of the discontinued properties located in northern California, the after-tax equivalent of any loss incurred by the Company and its Subsidiaries in connection with any such sale shall thereafter be excluded in determining Consolidated Net Worth: Period Minimum The last day of the Third Fiscal Quarter of Fiscal Year 1999 to the last day of the Fourth Fiscal Quarter of Fiscal Year 1999 $223,000,000 The last day of the Fourth Fiscal Quarter of Fiscal Year 1999 to the last day of the First Fiscal Quarter of Fiscal Year 2000 $228,000,000 The last day of the First Fiscal Quarter of Fiscal Year 2000 to the last day of the Second Fiscal Quarter of Fiscal Year 2000 $232,000,000 The last day of the Second Fiscal Quarter of the Fiscal Year 2000 to the last day of the Third Fiscal Quarter of Fiscal Year 2000 $236,000,000 The last day of the Third Fiscal Quarter of the Fiscal Year 2000 to the last day of the Fourth Fiscal Quarter of Fiscal Year 2000 $243,000,000 The last day of the Fourth Fiscal Quarter of Fiscal Year 2000 to the last day of the First Fiscal Quarter of Fiscal Year 2001 $249,000,000 The last day of the First Fiscal Quarter of Fiscal Year 2001 to the last day of the Second Fiscal Quarter of Fiscal Year 2001 $254,000,000 The last day of the Second Fiscal Quarter of the Fiscal Year 2001 to the last day o...
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Related to No New Restrictions on Subsidiary Dividends

  • Restrictions on Subsidiary Distributions Except as provided herein, no Credit Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by Borrower or any other Subsidiary of Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower or any other Subsidiary of Borrower, (c) make loans or advances to Borrower or any other Subsidiary of Borrower, or (d) transfer, lease or license any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions (i) imposed by law or by any Credit Document, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) that impose restrictions on the property so acquired, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole, (iii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, Joint Venture agreements and similar agreements entered into in the ordinary course of business, (iv) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (v) in the case of any Subsidiary that is not directly or indirectly wholly owned by Borrower, restrictions and conditions imposed by its Organizational Documents or any related joint venture, shareholders’ or similar agreement; provided that such restrictions and conditions apply only to such Subsidiary and to any Equity Interests in such Subsidiary, or (vi) identified on Schedule 6.5, and any amendments, modifications, extensions or renewals thereof (including any such extension or renewal arising as a result of an extension, renewal or refinancing of any Indebtedness containing such restriction or condition) that do not materially expand the scope of any such restriction or condition taken as a whole.

  • Limitation on Restrictions on Subsidiary Distributions Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions existing under the New Senior Note Indenture, the New Senior Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture or the New Senior Note Indenture, (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iv) customary net worth provisions contained in real property leases entered into in by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan Documents, and (v) with respect to clause (c) only, (i) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(g), (h) and (m) (provided that, in the case of such agreements governing Indebtedness permitted by Section 6.2(h), such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Subsidiary Guarantor governing Liens permitted by Section 6.3(m) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby).

  • No Restrictions on Subsidiaries No subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s properties or assets to the Company or any other subsidiary of the Company.

  • Limitation on Restrictions on Distributions from Restricted Subsidiaries The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company, (b) make any loans or advances to the Company or (c) transfer any of its property or assets to the Company, except: (i) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank Indebtedness; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(i) or (c)(ii) of this Section 4.05 or this clause (iii) or contained in any amendment to an agreement referred to in clause (c)(i) or (c)(ii) of this Section 4.05 or this clause (iii); provided, however, that the encumbrances and restrictions contained in any such Refinancing agreement or amendment, taken as a whole, are not materially less favorable to the Holders than the encumbrances and restrictions contained in such predecessor agreements; (iv) in the case of clause (c), any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements; (v) with respect to a Restricted Subsidiary, any restriction imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (vi) customary provisions in joint venture agreements; provided, however, that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securities.

  • Certain Restrictions on Subsidiaries The Borrower will not permit any of its Subsidiaries (other than Financing Subsidiaries) to enter into or suffer to exist any indenture, agreement, instrument or other arrangement (other than the Loan Documents) that prohibits or restrains, in each case in any material respect, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the declaration or payment of dividends, the making of loans, advances, guarantees or Investments or the sale, assignment, transfer or other disposition of property to the Borrower by any Subsidiary; provided that the foregoing shall not apply to (i) indentures, agreements, instruments or other arrangements pertaining to other Indebtedness permitted hereby (provided that such restrictions would not adversely affect the exercise of rights or remedies of the Administrative Agent or the Lenders hereunder or under the Security Documents or restrict any Subsidiary in any manner from performing its obligations under the Loan Documents) and (ii) indentures, agreements, instruments or other arrangements pertaining to any lease, sale or other disposition of any asset permitted by this Agreement or any Lien permitted by this Agreement on such asset so long as the applicable restrictions only apply to the assets subject to such lease, sale, other disposition or Lien.