Subsidiary Distributions. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests; provided that the foregoing shall not apply to: (a) restrictions and conditions imposed by (i) applicable Law or (ii) any Loan Document; (b) restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such extension, renewal, amendment, modification or replacement expands the scope of any such restriction or condition; (c) customary restrictions and conditions arising in connection with any Disposition permitted by Section 7.05; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition), provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary (other than Subsidiaries of the Person so acquired); (g) any restrictions or conditions in any Indebtedness permitted pursuant to Section 7.03 or by the definitions of “Refinancing Term Loans” and “Refinancing Revolving Commitments” hereof to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents, taken as a whole, or, in the case of Subordinated Debt, are market terms at the time of issuance (as determined in good faith by the Borrower) or, in the case of Indebtedness of any Non-Loan Party, are imposed solely on such Non-Loan Party and its Subsidiaries; (h) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business; (i) customary provisions in shareholders agreements, joint venture agreements, organizational documents or similar binding agreements relating to any JV Entity or non-Wholly Owned Restricted Subsidiary and other similar agreements applicable to JV Entities and non-Wholly Owned Restricted Subsidiaries permitted under Section 7.02 and applicable solely to such JV Entity or non-Wholly Owned Restricted Subsidiary and the Equity Interests issued thereby; (j) customary restrictions in leases, subleases, licenses or asset sale agreements and other similar contracts otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto; (k) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (l) customary net worth provisions contained in real property leases entered into by Subsidiaries of the Borrower, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligation; and (m) restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its obligation or ability to make any payments required hereunder.
Appears in 3 contracts
Sources: Credit Agreement (RingCentral, Inc.), Credit Agreement (RingCentral, Inc.), Credit Agreement (RingCentral, Inc.)
Subsidiary Distributions. Enter into or permit to exist any agreement, instrument, deed Contractual Obligation (other than this Agreement or lease which any other Loan Document) that prohibits or limits the ability of any Restricted Subsidiary to pay dividends or other distributions with respect from making Restricted Payments to any of its Equity InterestsLoan Party or to otherwise transfer property to or invest in any Loan Party; provided that the foregoing shall not apply to:
(a) restrictions and conditions imposed by to Contractual Obligations which (i) applicable Law or (iix) any Loan Document;
(b) restrictions and conditions existing exist on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, except (including the Senior Unsecured Notes Documents and the Senior Secured Notes Documents) and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any such extension, agreement evidencing any permitted renewal, amendmentextension or refinancing of such Indebtedness so long as such renewal, modification extension or replacement expands refinancing does not expand the scope of any such restriction or condition;
restrictions that are contained in such Contractual Obligation, (cii) customary restrictions and conditions arising are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (iii) arise in connection with any Disposition permitted by Section 7.05;
, (div) are customary provisions in leases, licenses and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition), provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary (other than Subsidiaries of the Person so acquired);
(g) any restrictions or conditions in any Indebtedness permitted pursuant to Section 7.03 or by the definitions of “Refinancing Term Loans” and “Refinancing Revolving Commitments” hereof to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents, taken as a whole, or, in the case of Subordinated Debt, are market terms at the time of issuance (as determined in good faith by the Borrower) or, in the case of Indebtedness of any Non-Loan Party, are imposed solely on such Non-Loan Party and its Subsidiaries;
(h) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business;
(i) customary provisions in shareholders agreements, joint venture agreements, organizational documents or similar binding agreements relating to any JV Entity or non-Wholly Owned Restricted Subsidiary agreements and other similar agreements applicable to JV Entities and non-Wholly Owned Restricted Subsidiaries permitted under Section 7.02 and applicable solely to such JV Entity entered into in the ordinary course of business, (v) any encumbrance or non-Wholly Owned Restricted Subsidiary and restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the Equity Interests issued thereby;
ordinary course of business or consistent with past practice, (jvi) are customary restrictions in leases, subleases, licenses or asset sale agreements agreements, organizational documents and other similar contracts agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto;
hereby, (kvii) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (viii) are customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business;
, (lix) customary are on cash, other deposits or net worth provisions or similar restrictions imposed by Persons under contracts entered into in the ordinary course of business, (x) are contained in real property leases any employment, compensation or separation agreement or arrangement entered into by Subsidiaries the Borrower or any Restricted Subsidiary in the ordinary course of business, (xi) arising in any Swap Contracts and/or any agreement relating to any Cash Management Obligation or obligations of the type referred to in Section 7.02(l), (xii) are set forth in any agreement relating to any Lien permitted by Section 7.01, (xiii) restrictions created in connection with any Qualified Securitization Financing or Receivables Facility that, in the good faith determination of the Borrower, so long as the Borrower has determined in good faith are necessary or advisable to effect such Securitization Facility or Receivables Facility, (xiv) other Indebtedness of Restricted Subsidiaries that such net worth provisions could are not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligation; and
(m) restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and Loan Parties permitted under Section 7.03 that areimpose restrictions solely on such Restricted Subsidiaries party thereto or their Subsidiaries, (xv) any encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtedness permitted under Section 7.03(c) if the encumbrances and restrictions contained in any such agreement or instrument, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect are not materially less favorable to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such typeLenders (in their capacity as such), so long as the Borrower shall have determined in good faith by the Borrower, than (x) the encumbrances and restrictions contained in this Agreement, together with the other Loan Documents, the Senior Unsecured Notes Indenture as in effect on the Closing Date or the Senior Secured Notes Indenture as in effect on the Closing Date, (y) in comparable financings and where, in the case of clause (y), either (A) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect affect, in any material respect its obligation or respect, the Borrower’s ability to make principal or interest payments under this Agreement or (B) such encumbrance or restriction applies only during the continuance of a default in respect of a payment relating to such agreement or instrument, and (xvi) any payments required hereunderencumbrance or restriction pursuant to an agreement or instrument effecting a refinancing of Indebtedness incurred pursuant to, or that otherwise refinances, an agreement or instrument referred to in the clauses above or this clause (an “Initial Agreement”) or contained in any amendment, supplement or other modification to an agreement referred to in the clauses above or this clause; provided, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement or instrument are no less favorable to the Lenders, in their capacity as such, taken as a whole, than the encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such refinancing or amendment, supplement or other modification relates (as determined in good faith by the Borrower).
Appears in 3 contracts
Sources: Credit Agreement (Dun & Bradstreet Holdings, Inc.), Credit Agreement (Dun & Bradstreet Holdings, Inc.), Credit Agreement (Dun & Bradstreet Holdings, Inc.)
Subsidiary Distributions. Enter (a) The Note Parties shall, and shall cause each of their Subsidiaries to, diligently enforce all of their rights and remedies in a timely manner under the relevant Organization Documents and/or shareholders agreements with respect to such Subsidiaries. The Note Parties shall not, and shall ensure that no Subsidiary shall amend, waive, supplement or terminate any rights under any of the Organization Documents or shareholders agreements with respect to any of their Subsidiaries in a manner that would adversely affect the Note Parties or the rights and remedies of the Secured Parties in any material respect, provided that the Issuer shall be permitted to amend its Organization Documents to authorize the issuance of Equity Interests in connection with a conversion under the Note Documents as in effect on the Issue Date (or as the same may be amended from time to time to the extent permitted by the Intercreditor Agreement).
(b) Issuer shall not, nor shall it permit any of its Subsidiaries to enter into any agreement, instrument, deed or lease which prohibits or agreement that limits the ability of any Restricted Subsidiary that is not a Guarantor to pay dividends make a dividend or distribution payment to the Issuer or the Guarantors or to otherwise transfer any property to such Persons; provided, however, that the foregoing restrictions in this Section 4.35(b) hereof will not apply to limitation existing under or by reason of:
(i) this Indenture, the Notes and the other distributions with respect to Note Documents;
(ii) [Reserved];
(iii) applicable law, rule, regulation, order, approval, license, permit or similar restriction;
(iv) any instrument governing Indebtedness or Equity Interests or any other agreement of a Person acquired by the Company or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity InterestsInterests was incurred or such agreement entered into in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings thereof; provided that the foregoing shall not apply to:
(a) encumbrances and restrictions and conditions imposed by (i) applicable Law or (ii) any Loan Document;
(b) restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent in any such extensionamendments, renewalrestatements, amendmentmodifications, modification renewals, extensions, supplements, increases, refundings, replacements or replacement expands refinancings are, in the scope reasonable good faith judgment of any such restriction or condition;
(c) customary restrictions and conditions arising in connection with any Disposition permitted by Section 7.05;
(d) customary provisions in leases, licenses and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition), provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary (other than Subsidiaries an officer of the Person so acquired);
(g) any restrictions or conditions in any Indebtedness permitted pursuant to Section 7.03 or by the definitions of “Refinancing Term Loans” and “Refinancing Revolving Commitments” hereof to the extent such restrictions or conditions are Company, no more restrictive than the restrictions and conditions in the Loan Documentsrestrictive, taken as a whole, orthan those in effect on the date of the acquisition; provided that, in the case of Subordinated DebtIndebtedness, are market terms at such Indebtedness was otherwise permitted to be incurred hereunder;
(v) Capital Lease Obligations, purchase money obligations and other financings permitted under Section 4.09(b)(iv) hereof with respect to the time assets subject to such financings;
(vi) any agreement for the sale or other disposition of issuance some or all of the Equity Interests of, or any property and assets of, a Subsidiary of the Company that restricts distributions by that Subsidiary pending its sale or other disposition;
(as determined vii) Permitted Refinancing Indebtedness; provided that the restrictions contained in good faith by the Borrower) oragreements governing such Permitted Refinancing Indebtedness are, in the case reasonable good faith judgment of an officer of the Company, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness of any Non-Loan Party, are imposed solely on such Non-Loan Party and its Subsidiariesbeing refinanced;
(hviii) any Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Sections 4.09 and 4.10 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(ix) provisions with respect to the disposition or distribution of assets or property in purchase sale agreements, hedging agreements, joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) which limitation is applicable only to the assets that are the subject of such agreements;
(x) encumbrances or restrictions on cash or other deposits or net worth imposed by agreements customers under contracts entered into in the ordinary course of business;
(ixi) customary provisions in shareholders agreements, joint venture agreements, organizational documents any other agreement governing Indebtedness of the Company or similar binding agreements relating any Subsidiary that is permitted to any JV Entity or non-Wholly Owned Restricted Subsidiary and other similar agreements applicable to JV Entities and non-Wholly Owned Restricted Subsidiaries permitted be incurred under Section 7.02 4.09 hereof and applicable solely to any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that either (a) such JV Entity encumbrances or non-Wholly Owned Restricted Subsidiary restrictions are not materially more restrictive, taken as a whole, than those contained in this Indenture or (b) such encumbrances or restrictions are ordinary and customary in light of the type of Indebtedness being incurred and the Equity Interests issued thereby;
(j) customary restrictions jurisdiction of the obligor and, in leasesthe case where such obligor is a Subsidiary that is not a Guarantor, subleases, licenses or asset sale agreements and other similar contracts otherwise permitted hereby so long as such encumbrances or restrictions relate only will not affect in any material respect the Company’s or any Guarantor’s ability to repay the assets subject theretoNotes, in each case as determined in the reasonable good faith judgment of an officer of the Company;
(kxii) customary provisions restricting assignment of any agreement contained in leases, sub-leases, licenses or sub-licenses and other agreements, in each case, entered into in the ordinary course of businessbusiness or as is typical in the same or similar industries in which the Company or its Subsidiaries engage from time to time;
(lxiii) customary net worth provisions contained restrictions in real property leases entered into by Subsidiaries agreements or instruments that prohibit the payment or making of the Borrower, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationdividends other than on a pro rata basis; and
(mxiv) restrictions imposed by any agreement governing Indebtedness entered into on arising or after the Closing Date and permitted under Section 7.03 that are, taken as a whole, agreed to in the good faith judgment ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Borrower, no more restrictive with respect Company or any Subsidiary thereof in any manner material to the Borrower Company or any Restricted Subsidiary than customary market terms for Indebtedness thereof. For purposes of such typedetermining compliance with this Section 4.35(b), so long as (1) the Borrower priority of any preferred stock in receiving dividends or liquidating distributions prior to distributions being paid on common stock shall have determined in good faith that such restrictions will not adversely affect in any material respect its obligation or be deemed a restriction on the ability to make distributions on Equity Interests and (2) the subordination of loans or advances made to the Company or a Subsidiary of the Company to other Indebtedness incurred by the Company or any payments required hereundersuch Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 2 contracts
Sources: Indenture (Rockley Photonics Holdings LTD), Indenture (Rockley Photonics Holdings LTD)
Subsidiary Distributions. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests; provided that provided, that, the foregoing shall not apply to:
(a) restrictions and conditions imposed by (iA) applicable Law law or (iiB) any Loan Document;
(b) restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such extension, renewal, amendment, modification or replacement expands the scope of any such restriction or condition;
(c) customary restrictions and conditions arising in connection with any Disposition permitted by Section 7.05;
(d) customary provisions in leases, licenses and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition), provided that provided, that, such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the each Borrower or any other Restricted Subsidiary (other than Subsidiaries of the Person so acquired)Subsidiary;
(g) any restrictions or conditions in any Indebtedness permitted pursuant to Section 7.03 or by the definitions of “Refinancing Term Loans” and “Refinancing Revolving Commitments” hereof to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents, taken as a whole, Documents or, in the case of Subordinated Debt, are market terms at the time of issuance (as determined in good faith by the Borrower) or, in the case of Indebtedness of any Non-Loan Party, are imposed solely on such Non-Loan Party and its Subsidiaries, provided, that, any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.11;
(h) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business;
(i) customary provisions in shareholders agreements, joint venture agreements, organizational documents or similar binding agreements relating to any JV Entity or non-Wholly Owned Restricted Subsidiary and other similar agreements applicable to JV Entities and non-Wholly Owned Restricted Subsidiaries permitted under Section 7.02 and applicable solely to such JV Entity or non-Wholly Owned Restricted Subsidiary and the Equity Interests issued thereby;
(j) customary restrictions in leases, subleases, licenses or asset sale agreements and other similar contracts otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto;
(k) customary provisions restricting assignment of any agreement entered into in the ordinary course of business;
(l) customary net worth provisions contained in real property leases entered into by Subsidiaries of the BorrowerSubsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligation; and
(m) restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its obligation or ability to make any payments required hereunder.
Appears in 2 contracts
Sources: Credit Agreement (ServiceTitan, Inc.), Credit Agreement (ServiceTitan, Inc.)
Subsidiary Distributions. Enter into or permit to exist any agreement, instrument, deed Contractual Obligation (other than this Agreement or lease which any other Loan Document) that prohibits or limits the ability of any Restricted Subsidiary to pay dividends or other distributions with respect from making Restricted Payments to any of its Equity InterestsLoan Party or to otherwise transfer property to or invest in any Loan Party; provided that the foregoing shall not apply to:
(a) restrictions and conditions imposed by to Contractual Obligations which (i) applicable Law or (iix) any Loan Document;
(b) restrictions and conditions existing exist on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, except (including the Senior Unsecured Notes Documents and the Senior Secured Notes Documents) and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any such extension, agreement evidencing any permitted renewal, amendmentextension or refinancing of such Indebtedness so long as such renewal, modification extension or replacement expands refinancing does not expand the scope of any such restriction or condition;
restrictions that are contained in such Contractual Obligation, (cii) customary restrictions and conditions arising are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (iii) arise in connection with any Disposition permitted by Section 7.05;
, (div) are customary provisions in leases, licenses and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition), provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary (other than Subsidiaries of the Person so acquired);
(g) any restrictions or conditions in any Indebtedness permitted pursuant to Section 7.03 or by the definitions of “Refinancing Term Loans” and “Refinancing Revolving Commitments” hereof to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents, taken as a whole, or, in the case of Subordinated Debt, are market terms at the time of issuance (as determined in good faith by the Borrower) or, in the case of Indebtedness of any Non-Loan Party, are imposed solely on such Non-Loan Party and its Subsidiaries;
(h) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business;
(i) customary provisions in shareholders agreements, joint venture agreements, organizational documents or similar binding agreements relating to any JV Entity or non-Wholly Owned Restricted Subsidiary agreements and other similar agreements applicable to JV Entities and non-Wholly Owned Restricted Subsidiaries permitted under Section 7.02 and applicable solely to such JV Entity entered into in the ordinary course of business, (v) any encumbrance or non-Wholly Owned Restricted Subsidiary and restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the Equity Interests issued thereby;
ordinary course of business or consistent with past practice, (jvi) are customary restrictions in leases, subleases, licenses or asset sale agreements agreements, organizational documents and other similar contracts agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto;
hereby, (kvii) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (viii) are customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business;
, (lix) customary are on cash, other deposits or net worth provisions or similar restrictions imposed by Persons under contracts entered into in the ordinary course of business, (x) are contained in real property leases any employment, compensation or separation agreement or arrangement entered into by Subsidiaries of the Borrower, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligation; and
(m) restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its obligation or ability to make any payments required hereunder.164
Appears in 2 contracts
Sources: Credit Agreement (Dun & Bradstreet Holdings, Inc.), Credit Agreement (Dun & Bradstreet Holdings, Inc.)
Subsidiary Distributions. Enter into or permit to exist any agreement, instrument, deed Contractual Obligation (other than this Agreement or lease which any other Loan Document) that prohibits or limits the ability of any Restricted Subsidiary to pay dividends or other distributions with respect from making Restricted Payments to any of its Equity InterestsLoan Party or to otherwise transfer property to or invest in any Loan Party; provided that the foregoing shall not apply to:
(a) restrictions and conditions imposed by to Contractual Obligations which (i) applicable Law or (iix) any Loan Document;
(b) restrictions and conditions existing exist on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, except (including the Senior Unsecured Notes Documents and the Senior Secured Notes Documents) and (y) to the extent any such extension, renewal, amendment, modification or replacement expands the scope of any such restriction or condition;
(c) customary restrictions and conditions arising in connection with any Disposition Contractual Obligations permitted by Section 7.05;
clause (dx) customary provisions are set forth in leasesan agreement evidencing Indebtedness, licenses and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such restrictions that are contained in effect such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at any the time any Person such Restricted Subsidiary first becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any Subsidiary, so long as such restriction or condition), provided that such agreement was Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary Subsidiary, (iii) arise in connection with any Disposition permitted by Section 7.05, (iv) are customary provisions in JV Entity agreements and other similar agreements applicable to JV Entities permitted under Section 7.02 and applicable solely to such JV Entity entered into in the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary ordinary course of business, (other than Subsidiaries of the Person so acquired);
(gv) any restrictions encumbrance or conditions in any Indebtedness permitted pursuant to Section 7.03 or by the definitions of “Refinancing Term Loans” and “Refinancing Revolving Commitments” hereof to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents, taken as a whole, or, in the case of Subordinated Debt, are market terms at the time of issuance (as determined in good faith by the Borrower) or, in the case of Indebtedness of any Non-Loan Party, are imposed solely on such Non-Loan Party and its Subsidiaries;
(h) any restrictions restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business;
business or consistent with past practice, (ivi) customary provisions in shareholders agreements, joint venture agreements, organizational documents or similar binding agreements relating to any JV Entity or non-Wholly Owned Restricted Subsidiary and other similar agreements applicable to JV Entities and non-Wholly Owned Restricted Subsidiaries permitted under Section 7.02 and applicable solely to such JV Entity or non-Wholly Owned Restricted Subsidiary and the Equity Interests issued thereby;
(j) are customary restrictions in leases, subleases, licenses or asset sale agreements agreements, organizational documents and other similar contracts agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto;
hereby, (kvii) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (viii) are customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business;
, (lix) customary are on cash, other deposits or net worth provisions or similar restrictions imposed by Persons under contracts entered into in the ordinary course of business, (x) are contained in real property leases any employment, compensation or separation agreement or arrangement entered into by Subsidiaries the Borrower or any Restricted Subsidiary in the ordinary course of business, (xi) arising in any Swap Contracts and/or any agreement relating to any Cash Management Obligation or obligations of the type referred to in Section 7.02(l), (xii) are set forth in any agreement relating to any Lien permitted by Section 7.01, (xiii) restrictions created in connection with any Qualified Securitization Financing or Receivables Facility that, in the good faith determination of the Borrower, so long as the Borrower has determined in good faith are necessary or advisable to effect such Securitization Facility or Receivables Facility, (xiv) other Indebtedness of Restricted Subsidiaries that such net worth provisions could are not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligation; and
(m) restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and Loan Parties permitted under Section Section 7.03 that areimpose restrictions solely on such Restricted Subsidiaries party thereto or their Subsidiaries, (xv) any encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtedness permitted under Section 7.03(c) if the encumbrances and restrictions contained in any such agreement or instrument, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect are not materially less favorable to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such typeLenders (in their capacity as such), so long as the Borrower shall have determined in good faith by the Borrower, than (x) the encumbrances and restrictions contained in this Agreement, together with the other Loan Documents, the Senior Unsecured Notes Indenture as in effect on the Closing Date or the Senior Secured Notes Indenture as in effect on the Closing Date, (y) in comparable financings and where, in the case of clause (y), either (A) the Borrower determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect affect, in any material respect its obligation or respect, the Borrower’s ability to make principal or interest payments under this Agreement or (B) such encumbrance or restriction applies only during the continuance of a default in respect of a payment relating to such agreement or instrument, and (xvi) any payments required hereunderencumbrance or restriction pursuant to an agreement or instrument effecting a refinancing of Indebtedness incurred pursuant to, or that otherwise refinances, an agreement or instrument referred to in the clauses above or this clause (an “Initial Agreement”) or contained in any amendment, supplement or other modification to an agreement referred to in the clauses above or this clause; provided, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement or instrument are no less favorable to the Lenders, in their capacity as such, taken as a whole, than the encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such refinancing or amendment, supplement or other modification relates (as determined in good faith by the Borrower).
Appears in 2 contracts
Sources: Credit Agreement (Dun & Bradstreet Holdings, Inc.), Credit Agreement (Dun & Bradstreet Holdings, Inc.)
Subsidiary Distributions. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests; provided that the foregoing shall not apply to:
(a) restrictions and conditions imposed by (iA) applicable Law law or (iiB) any Loan Document;
(b) restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such extension, renewal, amendment, modification or replacement expands the scope of any such restriction or condition;
(c) customary restrictions and conditions arising in connection with any Disposition permitted by Section 7.05;
(d) customary provisions in leases, licenses and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition), provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower Parent or any other Restricted Subsidiary (other than Subsidiaries of the Person so acquired)Subsidiary;
(g) any restrictions or conditions in any Indebtedness permitted pursuant to Section 7.03 or by the definitions of “Refinancing Term Loans” and “Refinancing Revolving Commitments” hereof 7.01 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents, taken as a whole, Documents or, in the case of Subordinated Debt, are market terms at the time of issuance (as determined in good faith by the Borrower) or, in the case of Indebtedness of any Non-Loan Party, are imposed solely on such Non-Loan Party and its Subsidiaries, provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.10;
(h) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business;
(i) customary provisions in shareholders agreements, joint venture agreements, organizational documents or similar binding agreements relating to any JV Entity or non-Wholly Owned Restricted Subsidiary and other similar agreements applicable to JV Entities and non-Wholly Owned Restricted Subsidiaries permitted under Section 7.02 7.03 and applicable solely to such JV Entity or non-Wholly Owned Restricted Subsidiary and the Equity Interests issued thereby;
(j) customary restrictions in leases, subleases, licenses or asset sale agreements and other similar contracts otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto;
(k) customary provisions restricting assignment of any agreement entered into in the ordinary course of business;
(l) customary net worth provisions contained in real property leases entered into by Subsidiaries of the BorrowerParent, so long as the Borrower Parent has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower Parent and its Subsidiaries to meet their ongoing obligation; and
(m) restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its obligation or ability to make any payments required hereunder7.01.
Appears in 1 contract
Subsidiary Distributions. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests; provided that the foregoing shall not apply to:
(a) restrictions and conditions imposed by (iA) applicable Law any Laws or (iiB) any Loan Document;
(b) restrictions and conditions existing on the Closing Effective Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such extension, renewal, amendment, modification or replacement expands the scope of any such restriction or condition;
(c) customary restrictions and conditions arising in connection with any Disposition permitted by Section 7.05or contained in any asset purchase agreement, stock purchase agreement, merger agreement or similar acquisition agreement to which Parent Borrower or any Restricted Subsidiary is a party pending consummation of the transaction contemplated thereby;
(d) customary provisions in leases, licenses and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition), provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Parent Borrower or any other Restricted Subsidiary (other than Subsidiaries of the Person so acquired)Subsidiary;
(g) any restrictions or conditions in any Indebtedness permitted pursuant to Section 7.03 or by the definitions of “Refinancing Term Loans” and “Refinancing Revolving Commitments” hereof to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents, taken as a whole, or, in the case of Subordinated Debt, are market terms at the time of issuance (as determined in good faith by the Parent Borrower) or, in the case of Indebtedness of any Non-Loan Party, are imposed solely on such Non-Loan Party and its Subsidiaries;
(h) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business;
(i) customary provisions in shareholders agreements, joint venture agreements, organizational documents or similar binding agreements relating to any JV Entity or non-Wholly Owned Restricted Subsidiary and other similar agreements applicable to JV Entities and non-non- Wholly Owned Restricted Subsidiaries permitted under Section 7.02 and applicable solely to such JV Entity or non-Wholly Owned Restricted Subsidiary and the Equity Interests issued thereby;
(j) customary restrictions in leases, subleases, licenses or asset sale agreements and other similar contracts otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto;
(k) customary provisions restricting assignment of any agreement entered into in the ordinary course of business;
(l) customary net worth provisions contained in real property leases entered into by Subsidiaries of the Parent Borrower, so long as the Parent Borrower has determined in good faith that such net worth provisions could would not reasonably be expected to impair the ability of the Parent Borrower and its Subsidiaries to meet their ongoing obligation; and
(m) restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Effective Date and permitted under Section 7.03 that are, taken as a whole, in the good faith judgment of the Parent Borrower, no more restrictive with respect to the Borrower Borrowers or any Restricted Subsidiary than customary market terms for Indebtedness of such type, so long as the Parent Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its obligation or ability to make any payments required hereunder.
Appears in 1 contract
Sources: Credit Agreement (SailPoint, Inc.)
Subsidiary Distributions. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests; provided that the foregoing shall not apply to:
(a) restrictions and conditions imposed by (iA) applicable Law law or (iiB) any Loan Document;
(b) restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such extension, renewal, amendment, modification or replacement expands the scope of any such restriction or condition;
(c) customary restrictions and conditions arising in connection with any Disposition permitted by Section 7.05;
(d) customary provisions in leases, licenses and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition), provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the each Borrower or any other Restricted Subsidiary (other than Subsidiaries of the Person so acquired)Subsidiary;
(g) any restrictions or conditions in any Indebtedness permitted pursuant to Section 7.03 or by the definitions of “Refinancing Term Loans” and “Refinancing Revolving Commitments” hereof to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents, taken as a whole, Documents or, in the case of Subordinated Debt, are market terms at the time of issuance (as determined in good faith by the Borrower) or, in the case of Indebtedness of any Non-Loan Party, are imposed solely on such Non-Loan Party and its Subsidiaries, provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.10;
(h) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business;
(i) customary provisions in shareholders agreements, joint venture agreements, organizational documents or similar binding agreements relating to any JV Entity or non-Wholly Owned Restricted Subsidiary and other similar agreements applicable to JV Entities and non-Wholly Owned Restricted Subsidiaries permitted under Section 7.02 and applicable solely to such JV Entity or non-Wholly Owned Restricted Subsidiary and the Equity Interests issued thereby;
(j) customary restrictions in leases, subleases, licenses or asset sale agreements and other similar contracts otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto;
(k) customary provisions restricting assignment of any agreement entered into in the ordinary course of business;
(l) customary net worth provisions contained in real property leases entered into by Subsidiaries of the Borrower, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligation; and
(m) restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its obligation or ability to make any payments required hereunder.
Appears in 1 contract
Sources: Credit Agreement (Paycor Hcm, Inc.)
Subsidiary Distributions. Enter (a) The Note Parties shall, and shall cause each of their Subsidiaries to, diligently enforce all of their rights and remedies in a timely manner under the relevant Organization Documents and/or shareholders agreements with respect to such Subsidiaries. The Note Parties shall not, and shall ensure that no Subsidiary shall amend, waive, supplement or terminate any rights under any of the Organization Documents or shareholders agreements with respect to any of their Subsidiaries in a manner that would adversely affect the Note Parties or the rights and remedies of the Secured Parties in any material respect, provided that the Issuer shall be permitted to amend its Organization Documents to authorize the issuance of Equity Interests in connection with a conversion under the Note Documents and the Existing Convertible Notes as in effect on the Issue Date (or as the same may be amended from time to time to the extent permitted by the Permitted Intercreditor Agreement).
(b) Issuer shall not, nor shall it permit any of its Subsidiaries to enter into any agreement, instrument, deed or lease which prohibits or agreement that limits the ability of any Restricted Subsidiary that is not a Guarantor to pay dividends make a dividend or distribution payment to the Issuer or the Guarantors or to otherwise transfer any property to such Persons; provided, however, that the foregoing restrictions in this Section 4.35(b) hereof will not apply to any limitation existing under or by reason of:
(i) this Indenture, the Notes and the other distributions with respect to Note Documents;
(ii) the indenture that governs the Existing Convertible Notes and the “Note Documents” (as defined therein);
(iii) applicable law, rule, regulation, order, approval, license, permit or similar restriction;
(iv) any instrument governing Indebtedness or Equity Interests or any other agreement of a Person acquired by the Company or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity InterestsInterests was incurred or such agreement entered into in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings thereof; provided that the foregoing shall not apply to:
(a) encumbrances and restrictions and conditions imposed by (i) applicable Law or (ii) any Loan Document;
(b) restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent in any such extensionamendments, renewalrestatements, amendmentmodifications, modification renewals, extensions, supplements, increases, refundings, replacements or replacement expands refinancings are, in the scope reasonable good faith judgment of any such restriction or condition;
(c) customary restrictions and conditions arising in connection with any Disposition permitted by Section 7.05;
(d) customary provisions in leases, licenses and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition), provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary (other than Subsidiaries an officer of the Person so acquired);
(g) any restrictions or conditions in any Indebtedness permitted pursuant to Section 7.03 or by the definitions of “Refinancing Term Loans” and “Refinancing Revolving Commitments” hereof to the extent such restrictions or conditions are Company, no more restrictive than the restrictions and conditions in the Loan Documentsrestrictive, taken as a whole, orthan those in effect on the date of the acquisition; provided that, in the case of Subordinated DebtIndebtedness, are market terms at such Indebtedness was otherwise permitted to be incurred hereunder;
(v) Capital Lease Obligations, purchase money obligations and other financings permitted under Section 4.09(b)(iv) hereof with respect to the time assets subject to such financings;
(vi) any agreement for the sale or other disposition of issuance some or all of the Equity Interests of, or any property and assets of, a Subsidiary of the Company that restricts distributions by that Subsidiary pending its sale or other disposition;
(as determined vii) Permitted Refinancing Indebtedness; provided that the restrictions contained in good faith by the Borrower) oragreements governing such Permitted Refinancing Indebtedness are, in the case reasonable good faith judgment of an officer of the Company, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness of any Non-Loan Party, are imposed solely on such Non-Loan Party and its Subsidiariesbeing refinanced;
(hviii) any Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Sections 4.09 and 4.10 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(ix) provisions with respect to the disposition or distribution of assets or property in purchase sale agreements, hedging agreements, joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) which limitation is applicable only to the assets that are the subject of such agreements;
(x) encumbrances or restrictions on cash or other deposits or net worth imposed by agreements customers under contracts entered into in the ordinary course of business;
(ixi) customary provisions in shareholders agreements, joint venture agreements, organizational documents any other agreement governing Indebtedness of the Company or similar binding agreements relating any Subsidiary that is permitted to any JV Entity or non-Wholly Owned Restricted Subsidiary and other similar agreements applicable to JV Entities and non-Wholly Owned Restricted Subsidiaries permitted be incurred under Section 7.02 4.09 hereof and applicable solely to any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that either (a) such JV Entity encumbrances or non-Wholly Owned Restricted Subsidiary restrictions are not materially more restrictive, taken as a whole, than those contained in this Indenture or (b) such encumbrances or restrictions are ordinary and customary in light of the type of Indebtedness being incurred and the Equity Interests issued thereby;
(j) customary restrictions jurisdiction of the obligor and, in leasesthe case where such obligor is a Subsidiary that is not a Guarantor, subleases, licenses or asset sale agreements and other similar contracts otherwise permitted hereby so long as such encumbrances or restrictions relate only will not affect in any material respect the Company’s or any Guarantor’s ability to repay the assets subject theretoNotes, in each case as determined in the reasonable good faith judgment of an officer of the Company;
(kxii) customary provisions restricting assignment of any agreement contained in leases, sub-leases, licenses or sub-licenses and other agreements, in each case, entered into in the ordinary course of businessbusiness or as is typical in the same or similar industries in which the Company or its Subsidiaries engage from time to time;
(lxiii) customary net worth provisions contained restrictions in real property leases entered into by Subsidiaries agreements or instruments that prohibit the payment or making of the Borrower, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationdividends other than on a pro rata basis; and
(mxiv) restrictions imposed by any agreement governing Indebtedness entered into on arising or after the Closing Date and permitted under Section 7.03 that are, taken as a whole, agreed to in the good faith judgment ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Borrower, no more restrictive with respect Company or any Subsidiary thereof in any manner material to the Borrower Company or any Restricted Subsidiary than customary market terms for Indebtedness thereof. For purposes of such typedetermining compliance with this Section 4.35(b), so long as (1) the Borrower priority of any preferred stock in receiving dividends or liquidating distributions prior to distributions being paid on common stock shall have determined in good faith that such restrictions will not adversely affect in any material respect its obligation or be deemed a restriction on the ability to make distributions on Equity Interests and (2) the subordination of loans or advances made to the Company or a Subsidiary of the Company to other Indebtedness incurred by the Company or any payments required hereundersuch Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 1 contract
Subsidiary Distributions. Enter (a) The Note Parties shall, and shall cause each of their Subsidiaries to, diligently enforce all of their rights and remedies in a timely manner under the relevant Organization Documents and/or shareholders agreements with respect to such Subsidiaries. The Note Parties shall not, and shall ensure that no Subsidiary shall amend, waive, supplement or terminate any rights under any of the Organization Documents or shareholders agreements with respect to any of their Subsidiaries in a manner that would adversely affect the Note Parties or the rights and remedies of the Secured Parties in any material respect, provided that the Issuer shall be permitted to amend its Organization Documents to authorize the issuance of Equity Interests in connection with a conversion under the Indenture and the Existing Notes as in effect on the Issue Date (or as the same may be amended from time to time to the extent permitted by the Permitted Intercreditor Agreement).
(b) Issuer shall not, nor shall it permit any of its Subsidiaries to enter into any agreement, instrument, deed or lease which prohibits or agreement that limits the ability of any Restricted Subsidiary that is not a Guarantor to pay dividends make a dividend or distribution payment to the Issuer or the Guarantors or to otherwise transfer any property to such Persons; provided, however, that the foregoing restrictions in this Section 4.35(b) hereof will not apply to limitation existing under or by reason of:
(i) this Indenture, the Notes and the other distributions with respect to Note Documents;
(ii) [Reserved];
(iii) applicable law, rule, regulation, order, approval, license, permit or similar restriction;
(iv) any instrument governing Indebtedness or Equity Interests or any other agreement of a Person acquired by the Company or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity InterestsInterests was incurred or such agreement entered into in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings thereof; provided that the foregoing shall not apply to:
(a) encumbrances and restrictions and conditions imposed by (i) applicable Law or (ii) any Loan Document;
(b) restrictions and conditions existing on the Closing Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent in any such extensionamendments, renewalrestatements, amendmentmodifications, modification renewals, extensions, supplements, increases, refundings, replacements or replacement expands refinancings are, in the scope reasonable good faith judgment of any such restriction or condition;
(c) customary restrictions and conditions arising in connection with any Disposition permitted by Section 7.05;
(d) customary provisions in leases, licenses and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition), provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary (other than Subsidiaries an officer of the Person so acquired);
(g) any restrictions or conditions in any Indebtedness permitted pursuant to Section 7.03 or by the definitions of “Refinancing Term Loans” and “Refinancing Revolving Commitments” hereof to the extent such restrictions or conditions are Company, no more restrictive than the restrictions and conditions in the Loan Documentsrestrictive, taken as a whole, orthan those in effect on the date of the acquisition; provided that, in the case of Subordinated DebtIndebtedness, are market terms at such Indebtedness was otherwise permitted to be incurred hereunder;
(v) Capital Lease Obligations, purchase money obligations and other financings permitted under Section 4.09(b)(iv) hereof with respect to the time assets subject to such financings;
(vi) any agreement for the sale or other disposition of issuance some or all of the Equity Interests of, or any property and assets of, a Subsidiary of the Company that restricts distributions by that Subsidiary pending its sale or other disposition;
(as determined vii) Permitted Refinancing Indebtedness; provided that the restrictions contained in good faith by the Borrower) oragreements governing such Permitted Refinancing Indebtedness are, in the case reasonable good faith judgment of an officer of the Company, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness of any Non-Loan Party, are imposed solely on such Non-Loan Party and its Subsidiariesbeing refinanced;
(hviii) any Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Sections 4.09 and 4.10 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;
(ix) provisions with respect to the disposition or distribution of assets or property in purchase sale agreements, hedging agreements, joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) which limitation is applicable only to the assets that are the subject of such agreements;
(x) encumbrances or restrictions on cash or other deposits or net worth imposed by agreements customers under contracts entered into in the ordinary course of business;
(ixi) customary provisions in shareholders agreements, joint venture agreements, organizational documents any other agreement governing Indebtedness of the Company or similar binding agreements relating any Subsidiary that is permitted to any JV Entity or non-Wholly Owned Restricted Subsidiary and other similar agreements applicable to JV Entities and non-Wholly Owned Restricted Subsidiaries permitted be incurred under Section 7.02 4.09 hereof and applicable solely to any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that either (a) such JV Entity encumbrances or non-Wholly Owned Restricted Subsidiary restrictions are not materially more restrictive, taken as a whole, than those contained in this Indenture or (b) such encumbrances or restrictions are ordinary and customary in light of the type of Indebtedness being incurred and the Equity Interests issued thereby;
(j) customary restrictions jurisdiction of the obligor and, in leasesthe case where such obligor is a Subsidiary that is not a Guarantor, subleases, licenses or asset sale agreements and other similar contracts otherwise permitted hereby so long as such encumbrances or restrictions relate only will not affect in any material respect the Company’s or any Guarantor’s ability to repay the assets subject theretoNotes, in each case as determined in the reasonable good faith judgment of an officer of the Company;
(kxii) customary provisions restricting assignment of any agreement contained in leases, sub-leases, licenses or sub-licenses and other agreements, in each case, entered into in the ordinary course of businessbusiness or as is typical in the same or similar industries in which the Company or its Subsidiaries engage from time to time;
(lxiii) customary net worth provisions contained restrictions in real property leases entered into by Subsidiaries agreements or instruments that prohibit the payment or making of the Borrower, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligationdividends other than on a pro rata basis; and
(mxiv) restrictions imposed by any agreement governing Indebtedness entered into on arising or after the Closing Date and permitted under Section 7.03 that are, taken as a whole, agreed to in the good faith judgment ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Borrower, no more restrictive with respect Company or any Subsidiary thereof in any manner material to the Borrower Company or any Restricted Subsidiary than customary market terms for Indebtedness thereof. For purposes of such typedetermining compliance with this Section 4.35(b), so long as (1) the Borrower priority of any preferred stock in receiving dividends or liquidating distributions prior to distributions being paid on common stock shall have determined in good faith that such restrictions will not adversely affect in any material respect its obligation or be deemed a restriction on the ability to make distributions on Equity Interests and (2) the subordination of loans or advances made to the Company or a Subsidiary of the Company to other Indebtedness incurred by the Company or any payments required hereundersuch Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Appears in 1 contract
Sources: Third Supplemental Indenture (Rockley Photonics Holdings LTD)
Subsidiary Distributions. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests; provided that the foregoing shall not apply to:
(a) restrictions and conditions imposed by (iA) applicable Law law or (iiB) any Loan Document;
(b) restrictions and conditions existing on the Closing Date (including the Indentures or the Existing OMI Credit Agreement) or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such extension, renewal, amendment, modification or replacement expands the scope of any such restriction or condition;
(c) customary restrictions and conditions arising in connection with any Disposition permitted by Section 7.05;
(d) customary provisions in leases, licenses and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition), ; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Parent Borrower or any other Restricted Subsidiary (other than Subsidiaries of the Person so acquired)Subsidiary;
(g) any restrictions or conditions in any Indebtedness permitted pursuant to Section 7.03 7.01 or by the definitions definition of “Refinancing Term Loans” and “Refinancing Revolving Commitments” hereof to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents, taken as a whole, Documents or, in the case of Subordinated Debt, are market terms at the time of issuance (as determined in good faith by the Borrower) or, in the case of Indebtedness of any Non-Loan Party, are imposed solely on such Non-Loan Party and its Subsidiaries; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.10;
(h) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business;
(i) customary provisions in shareholders agreements, joint venture agreements, organizational documents or similar binding agreements relating to any JV Entity or non-Wholly Owned Restricted Subsidiary and other similar agreements applicable to JV Entities and non-Wholly Owned Restricted Subsidiaries permitted under Section 7.02 7.03 and applicable solely to such JV Entity or non-Wholly Owned Restricted Subsidiary and the Equity Interests issued thereby;
(j) customary restrictions in leases, subleases, licenses or asset sale agreements and other similar contracts otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto;
(k) customary provisions restricting assignment of any agreement entered into in the ordinary course of business;
(l) customary net worth provisions contained in real property leases entered into by Subsidiaries of the Parent Borrower, so long as the Parent Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Parent Borrower and its Subsidiaries to meet their ongoing obligation; and
(m) restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its obligation or ability to make any payments required hereunder7.01.
Appears in 1 contract
Subsidiary Distributions. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests; provided that the foregoing shall not apply to:
: (a) restrictions and conditions imposed by (iA) applicable Law law or (iiB) any Loan Document;
; (b) restrictions and conditions existing on the Closing DateAmendment No. 2 Effective Date (including the Indentures or the Term Loan Credit agreement) or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such extension, renewal, amendment, modification or replacement expands the scope of any such restriction or condition;
; (c) customary restrictions and conditions arising in connection with any Disposition permitted by Section 7.05;
; (d) customary provisions in leases, licenses and other contracts restricting the assignment thereof;
; (e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
; (f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition), ,; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Parent Borrower or any other Restricted Subsidiary (other than Subsidiaries of the Person so acquired);
Subsidiary; (g) any restrictions or conditions in any Indebtedness permitted pursuant to Section 7.03 or by the definitions of “Refinancing Term Loans” and “Refinancing Revolving Commitments” hereof Section 7.01 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents, taken as a whole, Documents or, in the case of Subordinated Debt, are market terms at the time of issuance (as determined in good faith by the Borrower) or, in the case of Indebtedness of any Non-Loan Party, are imposed solely on such Non-Loan Party and its Subsidiaries;
,; provided that any such restrictions or conditions permit compliance with the Collateral and Guarantee Requirement and Section 6.10; (h) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business;
; (i) customary provisions in shareholders agreements, joint venture agreements, organizational documents or similar binding agreements relating to any JV Entity or non-Wholly Owned Restricted Subsidiary and other similar agreements applicable to JV Entities and non-Wholly Owned Restricted Subsidiaries permitted under Section 7.02 7.03 and applicable solely to such JV Entity or non-Wholly Owned Restricted Subsidiary and the Equity Interests issued thereby;; 170 #95488248v20
(j) customary restrictions in leases, subleases, licenses or asset sale agreements and other similar contracts otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto;
(k) customary provisions restricting assignment of any agreement entered into in the ordinary course of business;
; (l) customary net worth provisions contained in real property leases entered into by Subsidiaries of the Parent Borrower, so long as the Parent Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Parent Borrower and its Subsidiaries to meet their ongoing obligation; and
and (m) restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its obligation or ability to make any payments required hereunderSection 7.01.
Appears in 1 contract
Subsidiary Distributions. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests; provided that the foregoing shall not apply to:
(a) restrictions and conditions imposed by (iA) applicable Law any Laws or (iiB) any Loan Document;
(b) restrictions and conditions existing on the Closing Effective Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such extension, renewal, amendment, modification or replacement expands the scope of any such restriction or condition;
(c) customary restrictions and conditions arising in connection with any Disposition permitted by Section 7.05or contained in any asset purchase agreement, stock purchase agreement, merger agreement or similar acquisition agreement to which Parent Borrower or any Restricted Subsidiary is a party pending consummation of the transaction contemplated thereby;
(d) customary provisions in leases, licenses and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition), provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Parent Borrower or any other Restricted Subsidiary (other than Subsidiaries of the Person so acquired)Subsidiary;
(g) any restrictions or conditions in any Indebtedness permitted pursuant to Section 7.03 or by the definitions of “Refinancing Term Loans” and “Refinancing Revolving Commitments” hereof to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents, taken as a whole, or, in the case of Subordinated Debt, are market terms at the time of issuance (as determined in good faith by the Parent Borrower) or, in the case of Indebtedness of any Non-Loan Party, are imposed solely on such Non-Loan Party and its Subsidiaries;
(h) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business;
(i) customary provisions in shareholders agreements, joint venture agreements, organizational documents or similar binding agreements relating to any JV Entity or non-Wholly Owned Restricted Subsidiary and other similar agreements applicable to JV Entities and non-non- Wholly Owned Restricted Subsidiaries permitted under Section 7.02 and applicable solely to such JV Entity or non-Wholly Owned Restricted Subsidiary and the Equity Interests issued thereby;
(j) customary restrictions in leases, subleases, licenses or asset sale agreements and other similar contracts otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto;
(k) customary provisions restricting assignment of any agreement entered into in the ordinary course of business;
(l) customary net worth provisions contained in real property leases entered into by Subsidiaries of the Parent Borrower, so long as the Parent Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Parent Borrower and its Subsidiaries to meet their ongoing obligation; and
(m) restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Effective Date and permitted under Section 7.03 that are, taken as a whole, in the good faith judgment of the Parent Borrower, no more restrictive with respect to the Borrower Borrowers or any Restricted Subsidiary than customary market terms for Indebtedness of such type, so long as the Parent Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its obligation or ability to make any payments required hereunder.
Appears in 1 contract
Sources: Credit Agreement (Nutanix, Inc.)
Subsidiary Distributions. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests; provided that the foregoing shall not apply to:
(a) restrictions and conditions imposed by (i) applicable Law or (ii) any Loan Document;; [[6419514]][[8001818]]
(b) restrictions and conditions existing on the Closing ClosingAmendment Effective Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such extension, renewal, amendment, modification or replacement expands the scope of any such restriction or condition;
(c) customary restrictions and conditions arising in connection with any Disposition permitted by Section 7.05;
(d) customary provisions in leases, licenses and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition), provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any other Restricted Subsidiary (other than Subsidiaries of the Person so acquired);
(g) any restrictions or conditions in any Indebtedness permitted pursuant to Section 7.03 or by the definitions of “Refinancing Term Loans” and “Refinancing Revolving Commitments” hereof to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents, taken as a whole, or, in the case of Subordinated Debt, are market terms at the time of issuance (as determined in good faith by the Borrower) or, in the case of Indebtedness of any Non-Loan Party, are imposed solely on such Non-Loan Party and its Subsidiaries;
(h) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business;
(i) customary provisions in shareholders agreements, joint venture agreements, organizational documents or similar binding agreements relating to any JV Entity or non-Wholly Owned Restricted Subsidiary and other similar agreements applicable to JV Entities and non-Wholly Owned Restricted Subsidiaries permitted under Section 7.02 and applicable solely to such JV Entity or non-Wholly Owned Restricted Subsidiary and the Equity Interests issued thereby;
(j) customary restrictions in leases, subleases, licenses or asset sale agreements and other similar contracts otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto;
(k) customary provisions restricting assignment of any agreement entered into in the ordinary course of business;
(l) customary net worth provisions contained in real property leases entered into by Subsidiaries of the Borrower, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligation; and
(m) restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing ClosingAmendment Effective Date and permitted under Section 7.03 that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such [[6419514]][[8001818]] type, so long as the Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its obligation or ability to make any payments required hereunder.
Appears in 1 contract
Sources: Credit Agreement (RingCentral, Inc.)
Subsidiary Distributions. Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests; provided that the foregoing shall not apply to:
(a) restrictions and conditions imposed by (iA) applicable Law any Laws or (iiB) any Loan Document;
(b) restrictions and conditions existing on the Closing Effective Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such extension, renewal, amendment, modification or replacement expands the scope of any such restriction or condition;
(c) customary restrictions and conditions arising in connection with any Disposition permitted by Section 7.05or contained in any asset purchase agreement, stock purchase agreement, merger agreement or similar acquisition agreement to which Holdings or any Restricted Subsidiary is a party pending consummation of the transaction contemplated thereby;
(d) customary provisions in leases, licenses and other contracts restricting the assignment thereof;
(e) restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent such restriction applies only to the property securing such Indebtedness;
(f) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the scope of any such restriction or condition), provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower Holdings or any other Restricted Subsidiary (other than Subsidiaries of the Person so acquired)Subsidiary;
(g) any restrictions or conditions in any Indebtedness permitted pursuant to Section 7.03 or by the definitions of “Refinancing Term Loans” and “Refinancing Revolving Commitments” hereof to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents, taken as a whole, or, in the case of Subordinated Debt, are market terms at the time of issuance (as determined in good faith by the Parent Borrower) or, in the case of Indebtedness of any Non-Loan Party, are imposed solely on such Non-Loan Party and its Subsidiaries;
(h) any restrictions on cash or other deposits imposed by agreements entered into in the ordinary course of business;
(i) customary provisions in shareholders agreements, joint venture agreements, organizational documents or similar binding agreements relating to any JV Entity or non-Wholly Owned Restricted Subsidiary and other similar agreements applicable to JV Entities and non-non- Wholly Owned Restricted Subsidiaries permitted under Section 7.02 and applicable solely to such JV Entity or non-Wholly Owned Restricted Subsidiary and the Equity Interests issued thereby;
(j) customary restrictions in leases, subleases, licenses or asset sale agreements and other similar contracts otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto;
(k) customary provisions restricting assignment of any agreement entered into in the ordinary course of business;
(l) customary net worth provisions contained in real property leases entered into by Subsidiaries of the BorrowerHoldings, so long as the Parent Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrower Holdings and its Subsidiaries to meet their ongoing obligation; and
(m) restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Effective Date and permitted under Section 7.03 that are, taken as a whole, in the good faith judgment of the Parent Borrower, no more restrictive with respect to the Borrower Holdings or any Restricted Subsidiary than customary market terms for Indebtedness of such type, so long as the Parent Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its obligation or ability to make any payments required hereunder.
Appears in 1 contract