Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, or permit to exist, any consensual Contractual Obligation that (a) encumbers or restricts the ability of such Material Subsidiary to (i) make dividends or distributions to the Company, (ii) pay any Debt or other obligation owed to the Company, (iii) make loans or advances to the Company, (iv) transfer any of its property to the Company or (b) encumbers or restricts the ability of the Company or such Material Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those (1) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, and (10) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.06.
Appears in 3 contracts
Samples: Credit Agreement (RR Donnelley & Sons Co), Credit Agreement (RR Donnelley & Sons Co), Credit Agreement (RR Donnelley & Sons Co)
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, Enter into or permit to exist, exist any consensual Contractual Obligation (other than this Agreement or any other Loan Document) that (a) encumbers or restricts limits the ability of such Material Subsidiary to (i) of any Subsidiary to make dividends Restricted Payments to a Borrower or distributions any Guarantor or to the Companyotherwise transfer property to or invest in a Borrower or any Guarantor, (ii) pay of any Debt or other obligation owed Subsidiary to Guarantee the CompanyIndebtedness of a Borrower, (iii) of any Subsidiary to make or repay loans to a Loan Party or advances to the Company, (iv) transfer of a Borrower or any of its property to the Company or (b) encumbers or restricts the ability of the Company or such Material Subsidiary to pledge its create, incur, assume or suffer to exist Liens on property pursuant to of such Person. The foregoing restrictions shall not be violated by reason of (i) applicable Laws, (ii) this Agreement and the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those (1) existing under the other Loan Documents and any other agreement in effect on the Closing Date Term Loan Facility and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Term Loan Documents, (6iii) arising customary non-assignment provisions of any contract, lease or agreed to license of a Borrower or any Subsidiary of a Borrower entered into in the ordinary course of businessbusiness and consistent with past practice, not relating to (iv) any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets term of the Company Senior Notes or the Holdco Senior Notes and any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, Permitted Refinancing Indebtedness thereof so long as in each case any restriction contained therein and described in joint venturethe previous sentence is not materially more restrictive than the corresponding provisions of this Agreement and does not restrict the Loan Parties’ ability to grant Liens to the Administrative Agent for the benefit of the Secured Parties, partnership or limited liability company agreements, and (9v) restrictions on limited solely to cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements contracts evidencing Permitted Liens entered into in the ordinary course of business, (vi) restrictions with respect to property of a Borrower or any Subsidiary that is to be sold pursuant to any Disposition permitted by Section 7.05, (vii) any agreement in effect on the Closing Date and set forth on Schedule 7.09 (or any replacement thereof so long as the terms are not, taken as a whole, materially less favorable to the Loan Parties), (viii) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of a Borrower and applies only to such acquired Subsidiary, (ix) any Indebtedness permitted under Sections 7.02(f) and (10p) those and any Permitted Refinancing Indebtedness thereof, so long as in each case any such restrictions described in the previous sentence relate only to the asset that is subject to the Capitalized Lease, Synthetic Lease Obligation, purchase money obligation or sale and leaseback transaction permitted by Sections 7.02(f) and (p) or Permitted Refinancing Indebtedness in respect thereof, (x) any Indebtedness permitted under Sections 7.02(h), (i) and (o) and any Permitted Refinancing Indebtedness thereof so long as in each case any restriction contained therein and described in the previous sentence is not materially more restrictive than the corresponding provisions of this Agreement (as reasonably determined in good faith by the Borrowers) and does not restrict the Loan Parties’ ability to grant Liens to the Administrative Agent for the benefit of the Secured Parties and (xi) customary provisions in partnership agreements and limited liability company organizational documents with respect to any Lien Person that is permitted to be incurred pursuant to Section 8.06not a wholly-owned Subsidiary that restrict the transfer of ownership interests in such partnership, limited liability company or similar Person.
Appears in 3 contracts
Samples: Credit Agreement (Leslie's, Inc.), Credit Agreement (Leslie's, Inc.), Credit Agreement (Leslie's, Inc.)
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries toAfter the date of this Agreement, enter into, or permit to exist, into any consensual Contractual Obligation (other than (x) this Agreement or any other Loan Document and (y) Permitted Debt Restrictions) that (a) encumbers or restricts limits the ability of such Material Subsidiary to (i) of any Restricted Subsidiary to make dividends or distributions Restricted Payments to the CompanyBorrower or any Guarantor or to otherwise transfer property to the Borrower or any Guarantor, (ii) pay of any Debt Restricted Subsidiary to Guarantee the Indebtedness of the Borrower or other obligation owed to the Company, (iii) make loans of the Borrower or advances any Restricted Subsidiary to the Companycreate, (iv) transfer incur, assume or suffer to exist Liens on property of such Person to secure any of its property to the Company Loan Documents or (b) encumbers requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person, or restricts amend any Contractual Obligation existing on the ability date of the Company this Agreement so as to impose or make more restrictive such Material Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, excepta limitation, in each case, those case other than the following: (1A) existing any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.03(b) and Section 7.03(f) solely to the Loan Documents extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or property subject to a Lien permitted hereunder which secures such Indebtedness; (B) Swap Contracts and any other agreement Guarantee in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and Swap Contracts; (C) any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions imposed by reason of customary provisions contained in leases, licenses, joint ventures agreements and similar agreements entered into in the ordinary course of business; (D) any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, encumbrances or refinancings restrictions that are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing were created by virtue of any transfer of, agreement to transfer, transfer or option or right with respect toto any property, assets or Lien on, any property or assets of the Company or any Material Subsidiary capital stock not otherwise prohibited by this Agreement; (E) any restrictions regarding licenses or sublicenses by the Loan Documents, (6) arising or agreed to Borrower and its Restricted Subsidiaries of intellectual property in the ordinary course of business, not relating to ; (F) any Debt, and that do not, individually or restrictions in a Contractual Obligation incurred in the aggregate, materially detract from the value ordinary course of any property or business and on customary terms which prohibit transfer of assets subject of the Company or any Material Subsidiary, applicable Contractual Obligation; (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9G) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurancecustomers, surety or bonding companiessuppliers or, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, other third parties; (H) any restrictions contained in agreements related to Indebtedness permitted by Section 7.03(e), (m) or (n); and (10I) those any restriction contained in a Contractual Obligation relating to property, an interest in which has been Disposed of to a Royalty Trust, in accordance with respect to any Lien that is permitted to be incurred pursuant to Section 8.067.05.
Appears in 3 contracts
Samples: Credit Agreement (Sandridge Energy Inc), Credit Agreement (Sandridge Energy Inc), Credit Agreement (Sandridge Energy Inc)
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, or permit to exist, any consensual Contractual Obligation that (a) encumbers or restricts the ability of such Material Subsidiary to (i) make dividends or distributions to the Company, (ii) pay any Debt or other obligation owed to the Company, (iii) make loans or advances to the Company, (iv) transfer any of its property to the Company or (b) encumbers or restricts the ability of the Company or such Material Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereofthereof (other than pursuant to the Intercreditor Agreement), except, in each case, those (1) existing under (x) the Loan Documents and any other agreement in effect on the Closing Date and (y) the Term Loan Credit Agreement and the other Loan Documents (as defined in the Term Loan Credit Agreement), and in each case any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license, conveyance or contract or similar property are customary provisions restricting the subletting or assetassignment thereof, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, and (10) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.06; and (11) encumbrances or restrictions contained in the documents governing any Debt or other instrument or agreement entered into after the Closing Date that, as determined by the Borrower, will not materially adversely affect the Borrower’s ability to make payments on the Loans.
Appears in 3 contracts
Samples: Credit Agreement (RR Donnelley & Sons Co), Credit Agreement (RR Donnelley & Sons Co), Credit Agreement (RR Donnelley & Sons Co)
Burdensome Agreements. The Company shall Cxxxxxxxx will not, nor shall will it cause or permit any of its Material Subsidiaries to, enter into, or permit to exist, into any consensual Contractual Obligation that limits in any material manner the ability (a) encumbers or restricts the ability of such Material any Subsidiary to (i) make dividends or distributions Restricted Payments to the CompanyCxxxxxxxx, (ii) pay any Debt or other obligation owed to the Company, (iii) make loans or advances to the Company, (iv) transfer any of its property to the Company or (b) encumbers or restricts the ability of the Company or such Material any Subsidiary to pledge its otherwise transfer property pursuant to the Loan Documents Cxxxxxxxx or (c) of Cxxxxxxxx or any renewalsSubsidiary to create, refinancingsincur, exchanges, refundings assume or extension thereof, except, in each case, those suffer to exist Liens on property of such Person (1) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreementthan, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3i) with respect to clause (a), (A) any Person agreement or the property or assets instrument of a Person acquired by the Company Cxxxxxxxx or any Material Subsidiary existing of its Subsidiaries as in effect at the time of such acquisition and not incurred (except to the extent such agreement or instrument was entered into or created in connection with or in contemplation of such acquisition and acquisition), which limitation is not applicable to any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements Person or refinancings thereof, provided that the encumbrances properties or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer assets of any property Person, other than the Person or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any the property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan DocumentsPerson so acquired, (6B) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition Disposition of all or substantially all of assets, to the capital stock ofextent such sale is permitted pursuant to Section 7.05, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary contains customary restrictions pending such its sale or other dispositionDisposition, including restrictions on distributions by a Subsidiary pending its sale or other Disposition, and (8) existing underC) customary restrictions found in joint venture agreements entered into in connection with Investments permitted pursuant to Section 7.03(c), by reason of, or with respect to, customary supermajority voting provisions and customary provisions (ii) with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, clauses (b) and (9c), (A) restrictions on cash or Contractual Obligations entered into in connection with Permitted Liens, (B) customary non-assignment provisions in leases, licenses and other deposits or net worth imposed contracts otherwise permitted by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements this Agreement and entered into in the ordinary course of businessbusiness so long as such restrictions relate only to the assets subject thereto, and (10C) those any agreement or instrument of a Person acquired by Cxxxxxxxx or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such agreement or instrument was entered into or created in connection with respect or in contemplation of such acquisition), which limitation is not applicable to any Lien that Person or the properties or assets of any Person, other than the Person or the property or assets of the Person, so acquired, (D) any agreement for the sale or other Disposition of assets, to the extent such sale or Disposition is permitted to be incurred pursuant to Section 8.067.05, that contains customary restrictions pending its sale or other Disposition, including restrictions on distributions by a Subsidiary pending its sale or other Disposition and (E) customary restrictions found in joint venture agreements entered into in connection with Investments permitted pursuant to Section 7.03(c)).
Appears in 3 contracts
Samples: Credit Agreement (Carpenter Technology Corp), Credit Agreement (Carpenter Technology Corp), Credit Agreement (Carpenter Technology Corp)
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries toAfter the date of this Agreement, enter into, or permit to exist, into any consensual Contractual Obligation (other than (x) this Agreement or any other Loan Document and (y) Permitted Debt Restrictions) that (a) encumbers or restricts limits the ability of such Material Subsidiary to (i) of any Restricted Subsidiary to make dividends or distributions Restricted Payments to the CompanyBorrower or any Guarantor or to otherwise transfer property to the Borrower or any Guarantor, (ii) pay of any Debt Restricted Subsidiary to Guarantee the Indebtedness of the Borrower or other obligation owed to the Company, (iii) make loans of the Parent, the Borrower or advances any Restricted Subsidiary to the Companycreate, (iv) transfer incur, assume or suffer to exist Liens on property of such Person to secure any of its property to the Company Loan Documents or (b) encumbers requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person, or restricts amend any Contractual Obligation existing on the ability date of the Company this Agreement so as to impose or make more restrictive such Material Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, excepta limitation, in each case, those case other than the following: (1A) existing any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.03(b) and Section 7.03(f) solely to the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in extent any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, negative pledge relates to the property financed by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time subject of such acquisition and not incurred in connection with Indebtedness or in contemplation of property subject to a Lien permitted hereunder that secures such acquisition and Indebtedness; (B) [reserved]; (C) any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions imposed by reason of customary provisions contained in leases, licenses, joint ventures agreements and similar agreements entered into in the ordinary course of business; (D) any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, encumbrances or refinancings restrictions that are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing were created by virtue of any transfer of, agreement to transfer, transfer or option or right with respect toto any property, assets or Lien on, any property or assets of the Company or any Material Subsidiary capital stock not otherwise prohibited by this Agreement; (E) any restrictions regarding licenses or sublicenses by the Loan Documents, (6) arising or agreed to Borrower and its Restricted Subsidiaries of intellectual property in the ordinary course of business, not relating to ; (F) any Debt, and that do not, individually or restrictions in a Contractual Obligation incurred in the aggregate, materially detract from the value ordinary course of any property or business and on customary terms that prohibit transfer of assets subject of the Company or any Material Subsidiary, applicable Contractual Obligation; (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9G) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurancecustomers, surety or bonding companiessuppliers or, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, other third parties; and (10H) those with respect any restrictions contained in agreements related to any Lien that is Indebtedness permitted to be incurred pursuant to by Section 8.067.03(e), (m) or (n).
Appears in 3 contracts
Samples: Credit Agreement (Amplify Energy Corp), Credit Agreement (Amplify Energy Corp.), Credit Agreement (Amplify Energy Corp.)
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, Enter into or permit to exist, exist any consensual Contractual Obligation ((x) other than this Agreement or any other Loan Document or (y) restrictions or conditions contained in any agreement or document governing or evidencing Incremental Equivalent Debt or Permitted Credit Agreement Refinancing Indebtedness, provided that the restrictions contained in any such agreement or document referenced to in this clause (y) are not less than favorable in any material respects to the Lenders than the restrictions imposed by this Agreement) that (a) encumbers or restricts limits the ability of such Material Subsidiary to (i) of any Restricted Subsidiary to make dividends or distributions Restricted Payments to the CompanyBorrower or any Guarantor or to otherwise transfer property (other than Excluded Assets) to or invest in the Borrower or any Guarantor, (ii) pay of any Debt Restricted Subsidiary to Guarantee the Obligations of the Borrower or other obligation owed to the Company, (iii) make loans of the Borrower or advances any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property (other than Excluded Assets) of such Person in favor of the Administrative Agent, the Lenders, the L/C Issuers or the Swing Line Lender as security for the Obligations; provided, however, that this clause (iii) shall not prohibit (A) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under any of Section 7.02(e), 7.02(f), 7.02(g), 7.02(h), 7.02(i), 7.02(j) or 7.02(n), in each case solely to the Company, (iv) transfer extent any of its property such negative pledge relates to the Company property financed by, securing or otherwise the subject of such Indebtedness or (B) restrictions on the encumbrance of specific property encumbered to secure payment of particular permitted Indebtedness or to be sold pursuant to an executed agreement with respect to a sale of such assets; or (b) encumbers requires the grant of a Lien on property (other than a Permitted Lien or restricts a Lien on an Excluded Asset) to secure an obligation of such Person if a Lien is granted to secure the ability of the Company Obligations. The foregoing provision shall not apply to encumbrances or such Material Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those (1) restrictions existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, and (10) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.06.:
Appears in 3 contracts
Samples: Syndicated Facility Agreement (Kbr, Inc.), Credit Agreement (Kbr, Inc.), Credit Agreement (Kbr, Inc.)
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, Enter into or permit to exist, exist any consensual Contractual Obligation (other than this Agreement or any other Loan Document) that (a) encumbers or restricts limits the ability of such Material Subsidiary to (i) of any Restricted Subsidiary to make dividends Restricted Payments to the Company or distributions any other Loan Party or to otherwise transfer property to the Company or any other Loan Party, except in each case for any agreement in effect on the date hereof and set forth on Schedule 7.09, (ii) of any Restricted Subsidiary to Guarantee the Indebtedness of the Company or any other Borrower or (iii) of the Company or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person to secure the Obligations or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligations; provided, however, that this Section 7.09 shall not prohibit any restriction or requirement existing under or by reason of (i) applicable Law, (ii) any agreement relating to secured Indebtedness permitted under Section 7.03(g) to the extent relating to the property financed by or the subject of such Indebtedness, (iii) any agreement relating to secured Indebtedness permitted under Section 7.03(h) if such agreement (x) exists at the time the applicable Person becomes a Subsidiary of the Company, (iiy) pay any Debt or other obligation owed is not entered into solely in contemplation of such Person’s becoming a Subsidiary of the Company and (z) does not extend to the Company, (iii) make loans or advances to assets of any Person other than the Person becoming a Subsidiary of the Company, (iv) transfer any negative pledge or and restriction on Liens in favor of its property to any holder of Indebtedness permitted under Section 7.03 if the Company or (b) encumbers or restricts terms of such Indebtedness expressly permit Liens for the ability benefit of the Company or such Material Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those (1) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) Lenders with respect to any Person or the property or assets of Obligations on a Person acquired by the Company or any Material Subsidiary existing at the time senior basis and do not require that such holders of such acquisition Indebtedness be secured by such Liens equally and not incurred in connection with or in contemplation of such acquisition ratably and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4v) that restrict in a customary manner the subletting, non-assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other licensing agreements entered into in the ordinary course by any Borrower or any of business, and (10) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.06its Subsidiaries.
Appears in 2 contracts
Samples: Credit Agreement (Mastec Inc), Credit Agreement (Mastec Inc)
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, Enter into or permit to exist, exist any consensual Contractual Obligation (other than this Agreement or any other Loan Document or the Indenture and except in the case of restrictions and conditions imposed by law) that (a) encumbers or restricts limits the ability of such Material Subsidiary to (i) of any Subsidiary to make dividends Restricted Payments or other distributions to the Companyany Loan Party or to otherwise transfer property to or invest in a Loan Party, (ii) pay of any Debt or other obligation owed Subsidiary to Guarantee the CompanyObligations and Other Liabilities, (iii) of any Subsidiary to make or repay loans to a Loan Party, or advances to the Company, (iv) transfer of the Loan Parties or any Subsidiary to create, incur, assume or suffer to exist Liens on property of its property such Person in favor of the Collateral Agent; provided, however, that this clause (iv) shall not prohibit (A) any restriction incurred or provided in favor of any holder of Indebtedness permitted under clauses (c) or (f) of the definition of Permitted Indebtedness solely to the Company or (b) encumbers or restricts the ability of the Company or extent any such Material Subsidiary to pledge its property pursuant restriction relates to the Loan Documents property financed by or any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those (1) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any subject of such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreementIndebtedness, (2B) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition customary anti-assignment provisions in licenses and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements contracts entered into in the ordinary course of businessbusiness restricting the assignment thereof or in contracts for the Disposition of any assets or any Subsidiary, provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is subject to such contract or to be Disposed of, (C) provisions in leases of real property that prohibit mortgages or pledges of the lessee’s interest under such lease or restricting subletting or assignment of such lease; (D) any encumbrance or restriction contained in any agreement of a Person acquired in a Permitted Investment, which encumbrance or restriction was in existence at the time of such Permitted Investment (but not created in connection therewith or in contemplation thereof) and (10) those with respect 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 and assets of the Person so acquired, or (E) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures to the extent such joint ventures are permitted hereunder; or (b) requires the grant of a Lien that to secure an obligation of such Person if a Lien is permitted granted to be incurred pursuant to Section 8.06secure another obligation of such Person.
Appears in 2 contracts
Samples: Credit Agreement (Foot Locker Inc), Credit Agreement (Foot Locker Inc)
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, Enter into or permit to exist, exist any consensual Contractual Obligation (other than this Agreement or any other Loan Document) that (a) encumbers or restricts limits the ability of such Material Subsidiary to (i) of any Subsidiary to make dividends Restricted Payments or other distributions to any Loan Party or to otherwise transfer property to or invest in a Loan Party or any Subsidiary, except for (x) at the Companytime any Subsidiary becomes a Subsidiary of any Borrower, so long as such agreement was not entered into primarily in contemplation of such Person becoming a Subsidiary of such Borrower, (y) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder or (z) customary provisions in leases and other contracts and agreements restricting the assignment thereof, (ii) pay of any Debt or other obligation owed Subsidiary to Guarantee the CompanyObligations, (iii) of any Subsidiary to make or repay loans to a Loan Party, or advances to the Company, (iv) transfer of the Loan Parties or any Subsidiary to create, incur, assume or suffer to exist Liens on property of its property such Person in favor of the Agent; provided, however, that this clause (iv) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under clauses (c) or (d) of the definition of Permitted Indebtedness solely to the Company extent any such negative pledge relates to the property financed by or the subject of such Indebtedness; (b) encumbers customary anti-assignment provisions in contracts restricting the assignment thereof or restricts in contracts for the ability Disposition of the Company or such Material Subsidiary to pledge its property pursuant to the Loan Documents any assets or any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those (1) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, Subsidiary provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements contract shall apply only to the assets or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, Subsidiary that is to be Disposed of; or (2c) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or requires the property or assets grant of a Person acquired by the Company or any Material Subsidiary existing at the time Lien to secure an obligation of such acquisition and not incurred in connection with or in contemplation Person if a Lien is granted to secure another obligation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any Person unless such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that Lien is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, and (10) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.06Permitted Encumbrance.
Appears in 2 contracts
Samples: Credit Agreement (Torrid Holdings Inc.), Credit Agreement (Torrid Inc.)
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter intoEnter, or permit any Subsidiary to existenter, into any consensual Contractual Obligation (other than this Agreement and any other Loan Document) that (a) encumbers or restricts the ability of such Material Subsidiary to (i) limits the ability (A) of any Subsidiary to make dividends or distributions Restricted Payments to the Company, (ii) pay any Debt Borrower or other obligation owed to the Company, (iii) make loans or advances to the Company, (iv) otherwise transfer any of its property to the Company Borrower; provided, however, that this clause (A) shall not prohibit (x) customary provisions restricting subletting or assignment of any leases of the Borrower or any Subsidiary or provisions in agreements restricting the assignment of such agreement or any rights thereunder or (by) encumbers any temporary encumbrance or restricts the ability of the Company or such Material Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those (1) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided under an agreement that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement has been entered into for the sale or other disposition of all or substantially all of the capital stock ofequity interests or assets of such Subsidiary, or property and assets of, a Material Subsidiary provided that restrict distributions by that Material Subsidiary pending such sale or other dispositiondisposition is otherwise permitted under this Agreement, (8) existing underB) of any Subsidiary to Guarantee the Indebtedness of the Borrower or (C) of the Borrower or any Subsidiary to create, by reason ofincur, assume or suffer to exist Liens on property of such Person; provided, however, that this clause (C) shall not prohibit any negative pledge (x) granted in connection with respect tothe property or interest described in the Farm Agreement, customary supermajority voting provisions the Airport Access and customary provisions with respect Use Agreement or the Joint Ownership Agreements or (y) incurred or provided in favor of any holder of Indebtedness permitted under Section 5.02(c)(iv) solely to the disposition extent any such negative pledge relates to the property financed by or distribution the subject of assets such Indebtedness and shall not prohibit the grant of Liens otherwise permitted under Section 5.02(a); or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9ii) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided that this subsection (ii) shall not prohibit the grant of Liens otherwise permitted under contracts, leases or other agreements entered into in the ordinary course of business, and (10) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.065.02(a).
Appears in 2 contracts
Samples: Credit Agreement (Hillenbrand, Inc.), Credit Agreement (Hill-Rom Holdings, Inc.)
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter Enter into, or permit to exist, any consensual Contractual Obligation (except for this Agreement and the other Loan Documents) that (a) encumbers or restricts the ability of any such Material Subsidiary Person to (i) make dividends or distributions to the Company, act as a Loan Party; (ii) make Restricted Payments to any Loan Party, (iii) pay any Debt Indebtedness or other obligation owed to the Company, any Loan Party or (iiiiv) make loans or advances to the Companyany Loan Party, or (ivv) transfer create any Lien upon any of its property to the Company their properties or (b) encumbers assets, whether now owned or restricts the ability of the Company or such Material Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereofhereafter acquired, except, in each casethe case of clause (a)(v) only, those for any document or instrument governing Indebtedness secured by Permitted Liens, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Liens, except (1a) any such limitation existing under or by reason of applicable law, (b) Permitted Liens, (c) any Contractual Obligation (i) governing property existing at the Loan Documents and time of the acquisition thereof, so long as the limitation relates only to the property so acquired or (ii) of any other agreement Subsidiary existing at the time such Subsidiary was merged or consolidated with or into, or acquired by, the Borrower or a Subsidiary of the Borrower, or otherwise became a Subsidiary of the Borrower in effect on the Closing Date each case not created in contemplation of such acquisition, merger or consolidation, and any amendments, modifications, restatements, renewals, extensionsincreases, supplements, refundings, replacements or refinancings thereof, of such Contractual Obligations; provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensionsincreases, supplements, refundings, replacements replacement or refinancings are not materially no more restrictive, taken as a whole, with respect to such limitations than those contained in such existing agreementContractual Obligations, (2d) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred customary non-assignment provisions in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to Contractual Obligations entered into in the ordinary course of business, not relating to (e) any Debt, and that do not, individually such arrangement restricting any mutual fund or in the aggregate, materially detract from the value of any property investment fund managed or assets of the Company or any Material advised by such g Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9f) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements contracts entered into in the ordinary course of business, and (10g) those any Contractual Obligation related to any Indebtedness not prohibited by this Agreement, (h) any Contractual Obligation with respect to the disposition or distribution of property or cash in joint ventures not otherwise prohibited by this Agreement and entered into in the ordinary course of business;, (i) any Lien Contractual Obligation related to the sale, transfer or other disposition of a Subsidiary or property that is permitted not prohibited by this Agreement; provided that such limitation applies only to be incurred pursuant that Subsidiary or property, as applicable, pending such sale, transfer or other disposition or (j) any Contractual Obligation related to preferred Equity Interests issued by a Subsidiary of the Borrower or the payment of dividends thereon in accordance with the terms thereof, provided that issuance of such preferred Equity Interests is not prohibited by Section 8.067.02 and the terms of such preferred Equity Interest do not expressly restrict the ability of such Subsidiary to make Restricted Payments (other than requirements to pay dividends or liquidation preferences on such preferred Equity Interests prior to paying any dividends or making any other distributions on other Equity Interests).
Appears in 2 contracts
Samples: Credit Agreement (Morningstar, Inc.), Credit Agreement (Morningstar, Inc.)
Burdensome Agreements. The Company Borrower shall not, nor shall it permit its Material Subsidiaries to, enter into, or permit to exist, any consensual Contractual Obligation that (a) encumbers or restricts the ability of such Material Subsidiary to (i) make dividends or distributions to the CompanyBorrower, (ii) pay any Debt or other obligation owed to the CompanyBorrower, (iii) make loans or advances to the Company, Borrower or (iv) transfer any of its property to the Company Borrower or (b) encumbers or restricts the ability of the Company Borrower or such Material Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereofextensions thereof (other than pursuant to the ABL Intercreditor Agreement), except, in each case, those (1) existing under (x) the Loan Documents and any other agreement in effect on the Closing Date and (y) the ABL Credit Agreement and the other ABL Loan Documents, and in each case any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company Borrower or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license, conveyance or contract or similar property are customary provisions restricting the subletting or assetassignment thereof, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company Borrower or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company Borrower or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, and (10) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.066.05, and (11) encumbrances or restrictions contained in the documents governing any Debt or other instrument or agreement entered into after the Closing Date that, as determined by the Borrower, will not materially adversely affect the Borrower’s ability to make payments on the Loans.
Appears in 2 contracts
Samples: Credit Agreement (RR Donnelley & Sons Co), Credit Agreement (RR Donnelley & Sons Co)
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter Enter into, incur or permit to existexist any agreement that prohibits, restricts or imposes any consensual Contractual Obligation that condition upon (a) encumbers or restricts the ability of such Material any Loan Party or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (ib) make the ability of any Subsidiary to pay dividends or other distributions with respect to the Companyits Equity Interests, (ii) pay any Debt to make or other obligation owed to the Company, (iii) make repay loans or advances to the Companyany Loan Party or any other Subsidiary, (iv) to Guarantee Indebtedness of any Loan Party or any other Subsidiary or to transfer any of its property or assets to any Loan Party or any Subsidiary; provided that (i) the foregoing shall not apply to restrictions or conditions imposed by Law, by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the Company or (b) encumbers or restricts the ability sale of the Company or a Subsidiary pending such Material Subsidiary to pledge its property pursuant sale, provided such restrictions and conditions apply only to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those (1) existing under the Loan Documents Subsidiary that is sold and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreementsale is permitted hereunder, (2iii) existing under, clause (a) shall not apply to (A) restrictions or conditions imposed by reason of, any agreement relating to secured Indebtedness or with respect to, applicable law, rule, regulation or order, (3) with respect obligations under Capital Leases permitted by this Agreement so long as such restrictions and conditions apply only to any Person or the property or assets of a Person acquired by securing such Indebtedness (B) customary provision in leases restricting the Company assignment thereof, (C) customary provisions in any licensing agreement restricting the assignment thereof (in which any Loan Party or any Material Subsidiary existing at is the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendmentslicensee), modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the (D) encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, (E) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder (other than any Loan Party) and applicable solely to such joint venture, (F) any agreement or instrument governing Indebtedness permitted under Section 7.01(i), to the extent the relevant encumbrance or restriction was not agreed to or adopted in contemplation of such Permitted Acquisition and does not apply to any Loan Party or any Subsidiary, or the property of any such Person, other than the property acquired in such Permitted Acquisition and (10G) those with respect to customary provisions in any Lien that is permitted to be incurred pursuant to Section 8.06governmental contract entered into in the ordinary course of business restricting assignment.
Appears in 2 contracts
Samples: Credit Agreement (Tilray Brands, Inc.), Credit Agreement (Tilray Brands, Inc.)
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries toDirectly or indirectly, enter into, or permit to exist, into any consensual Contractual Obligation that prohibits, in whole or in part, (a) encumbers any Wholly Owned Subsidiary making Restricted Payments to a Borrower or restricts the ability of such Material any other Credit Party, (b) any Wholly Owned Subsidiary (other than an Excluded Subsidiary) transferring assets or properties to a Borrower or any other Credit Party, (c) any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or an Intermediate Subsidiary Guarantor Guaranteeing any Obligations or (d) any Credit Party creating, incurring, assuming or suffering to exist Liens on any (i) make dividends or distributions to the CompanyUnencumbered Property, (ii) pay the Equity Interests in any Debt Direct Owner of any Unencumbered Property or other obligation owed to the Company, in any Indirect Owner of a Direct Owner thereof or (iii) make loans or advances the right to any income from any of the Companyforegoing to secure the Obligations, other than (x) any Loan Document, (ivy) transfer pursuant to any of its property Permitted Pari Passu Provision, and (z) as required by or pursuant to the Company or applicable Law; provided, that (i) clause (b) encumbers of this Section 7.11 shall not prohibit limitations or restricts the ability of the Company restrictions contained in (A) any agreement governing purchase money Liens or such Material Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except, Capital Lease obligations otherwise permitted under this Agreement (in each which case, those (1) existing under any prohibition or limitation shall only be effective against the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreementassets financed thereby), (2B) existing underrights of first refusal, by reason ofrights of first offer, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition purchase options and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and rights that do not, individually or in the aggregate, not materially detract from the value of any the property or assets of the Company or any Material Subsidiarysubject thereto, (7C) existing underleases, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock ofsubleases, or property licenses and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or propertysublicenses, in each case so long as such restrictions relate to the assets subject thereto or (D) provisions restricting assignment of any agreement (including, without limitation, any such provisions restricting assignments, subletting or other transfers contained in joint ventureleases, partnership subleases, licenses, sublicenses or limited liability company agreements, and (9similar agreement) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business; (ii) clauses (a), (b) and (10d) those with respect of this Section 7.11 shall not prohibit any agreement relating to the sale or any Lien other Disposition of any Subsidiary or any assets pending such sale or other Disposition, provided that, in any such case, such restrictions apply only to the Subsidiary or the assets that are the subject of such sale or other Disposition and such sale or other Disposition is permitted hereunder; (iii) clauses (a), (b) and (c) of this Section 7.11 shall not prohibit, limitations or restrictions provided in favor of any holder of Secured Debt that is owed to a non-Affiliate of the Parent Borrower and that is permitted to under Section 7.03 (provided that any Negative Pledge thereunder shall only be incurred pursuant to Section 8.06effective against the assets or property securing such Indebtedness or the Equity Interests in any owner of the assets or property securing such Indebtedness or in any indirect owner (other than a Borrower or any other Credit Party) of such owner).
Appears in 2 contracts
Samples: Credit Agreement (Sabra Health Care REIT, Inc.), Credit Agreement (Sabra Health Care REIT, Inc.)
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries toAfter the date of this Amended Agreement, enter into, or permit to exist, into any consensual Contractual Obligation (other than (x) this Agreement or any other Loan Document and (y) Permitted Debt Restrictions) that (a) encumbers or restricts limits the ability of such Material Subsidiary to (i) of any Restricted Subsidiary to make dividends or distributions Restricted Payments to the CompanyBorrower or any Guarantor or to otherwise transfer property to the Borrower or any Guarantor, (ii) pay of any Debt Restricted Subsidiary to Guarantee the Indebtedness of the Borrower or other obligation owed to the Company, (iii) make loans of the Borrower or advances any Restricted Subsidiary to the Companycreate, (iv) transfer incur, assume or suffer to exist Liens on property of such Person to secure any of its property to the Company Loan Documents or (b) encumbers requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person, or restricts amend any Contractual Obligation existing on the ability date of the Company this Agreement so as to impose or make more restrictive such Material Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, excepta limitation, in each casecase other than the following: (A) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.03(f) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or property subject to a Lien permitted hereunder which secures such Indebtedness, those (1B) existing under the Loan Documents Swap Contracts and any other agreement Guarantee in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any respect of such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreementSwap Contracts, (2C) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions imposed by reason of customary provisions contained in leases, licenses, joint ventures agreements and similar agreements entered into in the ordinary course of business; (D) any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, encumbrances or refinancings restrictions that are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing were created by virtue of any transfer of, agreement to transfer, transfer or option or right with respect toto any property, assets or Lien on, any property or assets of the Company or any Material Subsidiary capital stock not otherwise prohibited by this Agreement; (E) any restrictions regarding licenses or sublicenses by the Loan Documents, (6) arising or agreed to Borrower and its Restricted Subsidiaries of intellectual property in the ordinary course of business, not relating to ; (F) any Debt, and that do not, individually or restrictions in a Contractual Obligation incurred in the aggregate, materially detract from the value ordinary course of any property or business and on customary terms which prohibit transfer of assets subject of the Company or any Material Subsidiary, applicable Contractual Obligation; (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9G) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurancecustomers, surety or bonding companiessuppliers or, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, other third parties; (H) any restrictions contained in agreements related to Indebtedness permitted by Section 7.03(e), (m) or (n); and (10I) those any restriction contained in a Contractual Obligation relating to property, an interest in which has been Disposed of to a Royalty Trust, in accordance with respect to any Lien that is permitted to be incurred pursuant to Section 8.067.05.
Appears in 2 contracts
Samples: Credit Agreement (Sandridge Energy Inc), Credit Agreement (Sandridge Energy Inc)
Burdensome Agreements. The Company shall Xxxxxxxxx will not, nor shall will it cause or permit any of its Material Subsidiaries to, enter into, or permit to exist, into any consensual Contractual Obligation that limits in any material manner the ability (a) encumbers or restricts the ability of such Material any Subsidiary to (i) make dividends or distributions Restricted Payments to the CompanyXxxxxxxxx, (ii) pay any Debt or other obligation owed to the Company, (iii) make loans or advances to the Company, (iv) transfer any of its property to the Company or (b) encumbers or restricts the ability of the Company or such Material any Subsidiary to pledge its otherwise transfer property pursuant to the Loan Documents Xxxxxxxxx or (c) of Xxxxxxxxx or any renewalsSubsidiary to create, refinancingsincur, exchanges, refundings assume or extension thereof, except, in each case, those suffer to exist Liens on property of such Person (1) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreementthan, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3i) with respect to clause (a), (A) any Person agreement or the property or assets instrument of a Person acquired by the Company Xxxxxxxxx or any Material Subsidiary existing of its Subsidiaries as in effect at the time of such acquisition and not incurred (except to the extent such agreement or instrument was entered into or created in connection with or in contemplation of such acquisition and acquisition), which limitation is not applicable to any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements Person or refinancings thereof, provided that the encumbrances properties or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer assets of any property Person, other than the Person or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any the property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan DocumentsPerson so acquired, (6B) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition Disposition of all or substantially all of assets, to the capital stock ofextent such sale is permitted pursuant to Section 7.05, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary contains customary restrictions pending such its sale or other dispositionDisposition, including restrictions on distributions by a Subsidiary pending its sale or other Disposition, and (8) existing underC) customary restrictions found in joint venture agreements entered into in connection with Investments permitted pursuant to Section 7.03(h), by reason of, or with respect to, customary supermajority voting provisions and customary provisions (ii) with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, clauses (b) and (9c), (A) restrictions on cash or Contractual Obligations entered into in connection with Permitted Liens, (B) customary non-assignment provisions in leases, licenses and other deposits or net worth imposed contracts otherwise permitted by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements this Agreement and entered into in the ordinary course of businessbusiness so long as such restrictions relate only to the assets subject thereto, and (10C) those any agreement or instrument of a Person acquired by Xxxxxxxxx or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such agreement or instrument was entered into or created in connection with respect or in contemplation of such acquisition), which limitation is not applicable to any Lien that Person or the properties or assets of any Person, other than the Person or the property or assets of the Person, so acquired, (D) any agreement for the sale or other Disposition of assets, to the extent such sale or Disposition is permitted to be incurred pursuant to Section 8.067.05, that contains customary restrictions pending its sale or other Disposition, including restrictions on distributions by a Subsidiary pending its sale or other Disposition and (E) customary restrictions found in joint venture agreements entered into in connection with Investments permitted pursuant to Section 7.03(h).
Appears in 2 contracts
Samples: Credit Agreement (Carpenter Technology Corp), Credit Agreement (Carpenter Technology Corp)
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter Enter into, or permit to exist, any consensual Contractual Obligation that (a) encumbers or restricts the ability of any such Material Subsidiary Person to (i) make dividends or distributions to the Company, act as a Loan Party; (ii) make Restricted Payments to any Loan Party, (iii) pay any Debt Indebtedness or other obligation owed to the Companyany Loan Party, (iiiiv) make loans or advances to the Companyany Loan Party, or (ivv) transfer create any Lien upon any of its property their properties or assets, whether now owned or hereafter acquired to secure the Company Secured Obligations, or (b) encumbers requires the grant of any Lien on property for any obligation if a Lien on such property is given as security for the Secured Obligations except, (A) any such restrictions and conditions imposed by this Agreement or restricts by any Loan Document, (B) in the ability case of the Company clause (a)(v) only, for any document or such Material Subsidiary to pledge its property instrument governing secured Indebtedness incurred pursuant to Section 7.02(c) (provided that any such restriction contained therein relates only to the Loan Documents asset or assets securing such Indebtedness), (C) customary restrictions and conditions contained in agreements relating to the Disposition of any renewals, refinancings, exchanges, refundings or extension thereof, except, property (including the Equity Interests in each case, those (1any Subsidiary) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereofpending such Disposition, provided such restrictions and conditions apply only to the property that is to be sold (and the encumbrances property owned by any Person whose Equity Interests are to be sold) and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreementDisposition is permitted under Section 7.05, (2D) existing underrestrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred under Section 7.02, by reason of(E) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or with respect tothe properties or assets of any Person, applicable law, rule, regulation or order, (3) with respect to any other than the Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property properties or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan DocumentsPerson so acquired, (6F) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to in leases and other contracts restricting the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, assignment thereof and (9G) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, and (10) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.06applicable Law.
Appears in 2 contracts
Samples: Credit Agreement (Houlihan Lokey, Inc.), Credit Agreement (Houlihan Lokey, Inc.)
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, or permit to exist, Enter into any consensual Contractual Obligation that (a) encumbers or restricts limits the ability (x) of such Material any Subsidiary (other than Excluded Subsidiaries) to (i) make dividends or distributions Restricted Payments to the Company, (ii) pay any Debt Company or other obligation owed to the Company, (iii) make loans or advances to the Company, (iv) otherwise transfer any of its property to the Company or (by) encumbers or restricts the ability of the Company or any Subsidiary (other than Excluded Subsidiaries) to create, incur, assume or suffer to exist Liens on property of such Material Subsidiary Person to pledge its property secure the Obligations, except the following: (a) this Agreement and the other Loan Documents; (b) restrictions and conditions imposed by applicable Law, (c) any document or instrument governing Indebtedness incurred pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those (1) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereofSection 7.03(e), provided that the encumbrances and restrictions in any such amendmentsrestriction contained therein relates only to the asset or assets acquired in connection therewith, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those (d) customary restrictions and conditions contained in such existing agreementsale agreements, purchase agreements, and acquisition agreements (2) existing underincluding agreements providing for any sale, by reason ofpurchase, or with respect toacquisition by way of merger, applicable lawacquisition, rule, regulation or order, (3consolidation) with respect to any Person or the property or assets of a Person acquired entered into by the Company or any Material Subsidiary existing at pending the time closing of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereoftransaction, provided that such restrictions and conditions apply only to the encumbrances Subsidiary or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, assets that is or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisitionto be sold, (4e) that restrict customary provisions in a customary manner leases, licenses and other contracts restricting the sublettingassignment, assignment subletting or transfer of any property thereof or asset that is a leaseother assets subject thereto, license(f) customary provisions in shareholders agreements, conveyance joint venture agreements, organizational or contract constitutive documents or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not binding agreements relating to any Debt, joint venture or non-Wholly Owned Subsidiary and that do not, individually other similar agreements applicable to joint ventures and non-Wholly Owned Subsidiaries and applicable solely to such joint venture or in non-Wholly Owned Subsidiary and the aggregate, materially detract from the value of any property or assets of the Company or any Material SubsidiaryEquity Interests issued thereby, (7g) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, (h) customary restrictions contained in agreements relating to Indebtedness of any Subsidiary in existence at the time such Subsidiary became a Subsidiary and otherwise permitted by Section 7.03 (10but excluding any amendment or modification expanding the scope of any such restriction), provided that such restrictions apply only to such Subsidiary and such restrictions would not materially impair the ability of the Loan Parties, taken as a whole, to perform their obligations under the Loan Documents, or (i) those with respect to any Lien permitted by Section 7.01 or any document or instrument governing such Lien; provided that is permitted any such restriction contained therein related only to be incurred pursuant the asset or assets subject to Section 8.06such Lien.
Appears in 2 contracts
Samples: Credit Agreement (Methode Electronics Inc), Credit Agreement (Methode Electronics Inc)
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, or permit to exist, Enter into any consensual Contractual Obligation (other than this Agreement or any other Loan Document) that (a) encumbers or restricts limits the ability of such Material Subsidiary to (i) of any Subsidiary to make dividends or distributions Restricted Payments to the CompanyBorrower or any Guarantor or to otherwise transfer property to the Borrower or any Guarantor, (ii) pay of any Debt Subsidiary to Guarantee the Indebtedness of the Borrower or other obligation owed to the Company, (iii) make loans or advances to the Company, (iv) transfer any of its property to the Company or (b) encumbers or restricts the ability of the Company Borrower or such Material any Subsidiary to pledge its create, incur, assume or suffer to exist Liens on property pursuant of such Person. The foregoing provisions shall not apply to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those Contractual Obligations which (1) existing comprise restrictions imposed by any agreement relating to secured Indebtedness permitted under Section 7.03 to the Loan Documents and any other agreement in effect on extent such restrictions apply only to the Closing Date and any amendmentsproperty or assets securing, modificationsor the subject of, restatementssuch Indebtedness or, renewalsas applicable, extensions, supplements, refundings, replacements to the Subsidiaries incurring or refinancings thereof, provided that the encumbrances and restrictions in any guaranteeing such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreementIndebtedness, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or orderare negative pledges pursuant to customary restrictions contained in any agreement relating to a Disposition permitted under Section 7.04 and 7.05 hereof, (3) with respect are customary provisions in joint venture agreements and other similar agreements applicable to any Person or joint ventures permitted under Section 7.02(l) and applicable solely to such joint venture, (4) represent Indebtedness of Subsidiaries that are not Loan Parties, and Indebtedness of Loan Parties acquired after the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of Closing Date (but only Contractual Obligations relating to such acquisition new Loan Party and its Subsidiaries and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset), (5) existing by virtue of any transfer ofare customary restrictions on leases, agreement subleases, licenses or sale agreements otherwise permitted hereby as long as such restrictions relate to transfer, option the assets or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documentsentities sold subject thereto, (6) arising are customary provisions restricting subletting or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value assignment of any property or assets lease governing a leasehold interest of the Company Borrower or any Material Subsidiary, (7) existing underare customary non-assignment provisions of any contract, by reason of lease or with respect to any agreement for the sale or other disposition of all or substantially all license of the capital stock of, Borrower or property and assets of, a Material any Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, or (8) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business and (10) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.06not otherwise prohibited hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Intersil Corp/De), Credit Agreement (Intersil Corp/De)
Burdensome Agreements. The Company Borrower and each other Loan Party shall not, nor and shall it not permit its Material Subsidiaries any other member of the Consolidated Group to, enter into, into or permit to exist, exist any consensual Contractual Obligation (other than any Loan Document) that (a) encumbers or restricts limits the ability of such Material Subsidiary to (i) of any member of the Consolidated Group to make dividends Restricted Payments to any other member of the Consolidated Group or distributions to otherwise transfer property to or invest in any member of the CompanyConsolidated Group, except for any agreement in effect (A) on the date hereof and set forth on Schedule 10.09 or (B) at the time any member of the Consolidated Group becomes a member of the Consolidated Group, so long as such agreement was not entered into solely in contemplation of such Person becoming a member of the Consolidated Group, (ii) pay of any Debt Guarantor to Guarantee the Indebtedness of Borrower or other obligation owed to the Company, (iii) make loans of any member of the Consolidated Group to create, incur, assume or advances suffer to exist Liens on property of such Person; provided, however, that this clause (iii) shall not prohibit (x) any Negative Pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 10.03(d) solely to the Company, (iv) transfer extent any of its property such Negative Pledge relates to the Company property financed by or the subject of such Indebtedness or (by) encumbers or restricts any requirement for the ability grant in favor of the Company or holders of any unsecured Indebtedness of an equal and ratable Lien to secure the obligations to such Material Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those (1) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred holders in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer pledge of any property or asset that to secure the Obligations; (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; (c) constitutes a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or Negative Pledge with respect to any agreement for Unencumbered Property or the sale or other disposition of all or substantially all Equity Interests in any member of the capital stock ofConsolidated Group (other than Borrower) that owns a Unencumbered Property, or property and assets of, (d) limits the ability of any member of the Consolidated Group to transfer ownership of any Unencumbered Property or the Equity Interests in any member of the Consolidated Group (other than Borrower) that owns a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, and (10) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.06Unencumbered Property.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Clarion Partners Real Estate Income Fund Inc.), Revolving Credit Agreement (Clarion Partners Real Estate Income Fund Inc.)
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, Enter into or permit to exist, exist any consensual Contractual Obligation (other than this Agreement or any other Loan Document) that (a) encumbers or restricts limits the ability of such Material Subsidiary to (i) of any Subsidiary to make dividends Restricted Payments or other distributions to the Companyany Loan Party or to otherwise transfer property to or invest in a Loan Party, (ii) pay of any Debt Subsidiary to Guarantee the Obligations or other obligation owed to the Company, (iii) make loans or advances to the Company, (iv) transfer any of its property to the Company or (b) encumbers or restricts the ability of the Company Loan Parties or such Material any Subsidiary to pledge its create, incur, assume or suffer to exist Liens on property pursuant to of such Person in favor of the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those (1) Agent except for encumbrances and restrictions under Contractual Obligations existing under or by reason of (i) this Agreement and the other Loan Documents and the documents governing the Other Liabilities; (ii) any other restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in effect on connection with the Closing Date and disposition of all or any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements portion of the equity interests or refinancings thereof, provided that assets of such Subsidiary; (iii) the encumbrances and restrictions provisions contained in any Permitted Indebtedness (and in any refinancing of such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially indebtedness so long as no more restrictive, taken as a whole, restrictive than those contained in such existing agreement, the respective Indebtedness so refinanced); (2iv) existing under, by reason of, customary provisions restricting subletting or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is lease governing a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue leasehold interest of any transfer of, agreement to transfer, option Borrower or right with respect to, or Lien on, any property or assets of the Company or any Material a Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements Borrower entered into in the ordinary course of business; (v) customary provisions restricting assignment of any contract entered into by any Borrower or any Subsidiary of any Borrower in the ordinary course of business; (vi) any agreement or instrument governing acquired Indebtedness permitted hereunder, which restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective acquisition; (vii) customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by any Borrower or any of its Subsidiaries in the ordinary course of business; (viii) restrictions on the transfer of assets securing purchase money obligations and capitalized lease obligations which are permitted hereunder; and (10ix) those with respect customary net worth provisions contained in real property leases entered into by Subsidiaries of any Borrower, so long as the applicable Borrower has determined in good faith that such net worth provisions could not reasonably be expected to any Lien that is permitted impair the ability of the Borrowers and their Subsidiaries to be incurred pursuant to Section 8.06meet their ongoing obligations.
Appears in 2 contracts
Samples: Credit Agreement (Sears Hometown & Outlet Stores, Inc.), Credit Agreement (Sears Hometown & Outlet Stores, Inc.)
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, Enter into or permit to existexist any Contractual Obligation (other than this Agreement, any consensual Contractual Obligation other Loan Document or any agreement relating to the Receivables Facility) that (a) encumbers or restricts limits the ability of such Material Subsidiary to (i) of any Subsidiary to make dividends Restricted Payments or dividend payments or other distributions to the Company, (ii) Borrower or any Guarantor or to otherwise transfer property to or invest in the Borrower or any Guarantor or to pay any Debt Indebtedness or other obligation owed to any Loan Party, except for any agreement in effect (A) on the CompanyClosing Date or (B) at the time any Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (ii) of any Subsidiary to Guarantee the Indebtedness of the Borrower, except for any document set forth on Schedule 8.09, or (iii) make loans of the Borrower or advances any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this clause (iii) shall not prohibit (x) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.03(c)(E) solely to the Companyextent any such negative pledge relates to the property financed by or the subject of such Indebtedness, (ivy) transfer any provision contained in any document listed on Schedule 8.09 that provides that in the event any Loan Party grants any Lien on such Loan Party’s assets or properties to secure any Indebtedness, such Loan Party shall secure such Indebtedness in respect of its property to the Company such document on an equal and ratable basis with such Indebtedness, or (z) any negative pledge provision contained in any document listed on Schedule 8.09; or (b) encumbers or restricts requires the ability grant of the Company or a Lien to secure an obligation of such Material Subsidiary Person if a Lien is granted to pledge its property pursuant to the Loan Documents or secure another obligation of such Person, other than any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those (1) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions provision contained in any document listed on Schedule 8.09 that provides that in the event any Loan Party grants any Lien on such amendmentsLoan Party’s assets or properties to secure any Indebtedness, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained such Loan Party shall secure the Indebtedness in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition document on an equal and not incurred in connection ratable basis with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, and (10) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.06Indebtedness.
Appears in 2 contracts
Samples: Credit Agreement (Timken Co), Assignment and Assumption (Timken Co)
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, or permit to exist, Enter into any consensual Contractual Obligation (other than this Agreement or any other Loan Document) that (a) encumbers or restricts limits the ability of such Material any Subsidiary to (i) make dividends or distributions Restricted Payments to the Company, (ii) pay Company or any Debt Subsidiary Guarantor or other obligation owed to the Company, (iii) make loans or advances to the Company, (iv) otherwise transfer any of its property to the Company or any Subsidiary Guarantor; provided, however, that this section shall not prohibit any limitation (bi) encumbers imposed on an Excluded Subsidiary; (ii) imposed in connection with a Disposition of property or restricts assets not prohibited hereunder pending the ability consummation of such Disposition; (iii) imposed by law or any Loan Document; (iv) in the documentation governing the Term Loan Facility; (v) contained in any agreement of (A) an entity or related to assets acquired by or merged into or consolidated with the Company or such Material any Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except(B) a Person that becomes a Subsidiary, in each casecase in existence at the time of such acquisition, merger, consolidation or such Person becoming a Subsidiary and so long as such limitation was not incurred in connection with, or in contemplation of, such acquisition, merger, consolidation or such Person becoming a Subsidiary and in any extension, renewal, refinancing or replacement of any such agreement; provided that any agreement effecting such extension, renewal, refinancing or replacement does not contain any restriction or limitation on the payment of dividends or distributions that is more restrictive than the restrictions and limitations contained in the agreement being extended, renewed, refinanced or replaced; and (vi) in any one or more agreements governing Indebtedness entered into after the Closing Date that contain encumbrances and other restrictions that are, taken as a whole, in the reasonable and good faith judgment of the Company, no more restrictive in any material respect with respect to the Company or any Subsidiary than those (1) existing under the Loan Documents encumbrances and any other agreement restrictions that are in effect on the Closing Date pursuant to agreements and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those instruments in effect at on the time of Closing Date (including this Agreement and the acquisition, (4Term Loan Facility) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in not materially impair the aggregate, materially detract from the value of any property or assets ability of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect Loan Parties to any agreement for repay the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, and (10) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.06Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Carmax Inc), Credit Agreement (Carmax Inc)
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, or permit to exist, any consensual Contractual Obligation that (a) encumbers or restricts the ability of such Material Subsidiary to (i) make dividends or distributions to the Company, (ii) pay any Debt or other obligation owed to the Company, (iii) make loans or advances to the Company, (iv) transfer any of its property to the Company or (b) encumbers or restricts the ability of the Company or such Material Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereofthereof (other than pursuant to the Intercreditor Agreement), except, in each case, those (1) existing under (x) the Loan Documents and any other agreement in effect on the Closing Date and (y) the Term Loan Credit Agreement and the other Loan Documents (as defined in the Term Loan Credit Agreement), and in each case any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license, conveyance or contract or similar property or assetassetare customary provisions restricting the subletting or assignment thereof, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, and (10) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.068.06.8.06; and (11) encumbrances or restrictions contained in the documents governing any Debt or other instrument or agreement entered into after the Closing Date that, as determined by the Borrower, will not materially adversely affect the Borrower’s ability to make payments on the Loans.
Appears in 1 contract
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, or permit to exist, Enter into any consensual Contractual Obligation (excluding the Agreement, the other Loan Documents and any document or agreement relating to the Senior Unsecured Notes or the Subordinated Debt and any refinancings thereof permitted under this Agreement (the "High Yield Documents")) so long as such provisions in such High Yield Documents are similar to those provisions found in similar transactions) that (a) encumbers or restricts limits the ability of such Material Subsidiary to (i) of any Loan Party or Restricted Subsidiary to make dividends Restricted Payments to any Loan Party or distributions another Restricted Subsidiary or to the Companyotherwise make Investments in or transfer property to any Loan Party or Restricted Subsidiary, (ii) pay of any Debt Restricted Subsidiary to Guarantee the Indebtedness of any Loan Party or other obligation owed to the Company, Restricted Subsidiary or (iii) make loans of any Loan Party or advances any Restricted Subsidiary to the Companycreate, (iv) transfer any incur, assume or suffer to exist Liens on property of its property to the Company or (b) encumbers or restricts the ability such Person in favor of the Company or such Material Subsidiary to pledge its property pursuant to Administrative Agent as required by the Loan Documents or to any renewalsother Person in connection with any refinancing or renewal of the Loan Documents; provided, refinancingshowever, exchanges, refundings or extension thereof, except, in each case, those that this clause (iii) shall not prohibit (1) existing any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreementSection 7.03(c), (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or ordere), (3f), (g) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition (p) and not Indebtedness incurred in connection with any Sale/Leaseback Transaction solely to the extent any such negative pledge relates to the property financed by or in contemplation the subject of such acquisition Indebtedness or (2) customary non-assignment provisions in purchase and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements sale or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract exchange agreements or similar property operational agreements or assetprovisions in licenses, (5) existing by virtue of any transfer of, agreement to transfer, option easements or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or propertyleases, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of businessbusiness and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person. Notwithstanding the foregoing, the Loan Parties and Restricted Subsidiaries may be subject to Contractual Obligations specified in clause (10a) those with respect above to the extent such restrictions and conditions exist on the Third Amendment Effective Date or constitute an extension, renewal or replacement of any Lien that is permitted to be incurred pursuant to Section 8.06Contractual Obligation existing on the Third Amendment Effective Date.
Appears in 1 contract
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, Enter into or permit to existexist any Contractual Obligation (other than this Agreement, any consensual Contractual Obligation other Loan Document, the Material Contracts as in effect on the Closing Date, the Term Credit Agreement or any other Term Loan Document) that limits the ability (a) encumbers or restricts the ability of such Material any Restricted Subsidiary to (i) make dividends Restricted Payments or other distributions to the Company, (ii) pay any Debt Loan Party or other obligation owed to the Company, (iii) make loans or advances to the Company, (iv) otherwise transfer any of its property to the Company or invest in a Loan Party, (b) encumbers of any Restricted Subsidiary which is a wholly owned Domestic Subsidiary to Guarantee the Obligations in accordance with the terms hereof or restricts the ability (c) of the Company Loan Parties or such Material any Restricted Subsidiary which is a wholly owned Domestic Subsidiary to pledge its create, incur, assume or suffer to exist Liens on property pursuant to of such Person in favor of the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, exceptAgent, in each case, those (1) except for encumbrances and restrictions under Contractual Obligations existing under or by reason of (i) this Agreement, the Term Credit Agreement, the other Loan Documents, the other Term Loan Documents and the documents governing the Other Liabilities; (ii) any other restrictions with respect to a Borrower or Restricted Subsidiary imposed pursuant to (A) an agreement that has been entered into in effect connection with the disposition of all or any portion of the equity interests or assets of such Borrower or Restricted Subsidiary or (B) contracts for the sale of assets that impose restrictions solely on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that assets to be sold; (iii) the encumbrances and restrictions provisions contained in any Permitted Indebtedness (and in any refinancing of such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially indebtedness so long as no more restrictive, taken as a whole, restrictive than those contained in such existing agreement, the respective Indebtedness so refinanced); (2iv) existing under, by reason of, customary provisions restricting subletting or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is lease governing a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue leasehold interest of any transfer of, agreement to transfer, option Borrower or right with respect to, or Lien on, a Restricted Subsidiary of any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to Borrower entered into in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions business and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint ventureother leases, partnership sub-leases, licenses or limited liability company sub-licenses and other agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business; (v) customary provisions restricting assignment of any contract entered into by any Borrower or any Restricted Subsidiary of any Borrower in the ordinary course of business; (vi) any agreement or instrument of a Person acquired as permitted hereunder, and (10) those with respect which restriction is not applicable to any Lien that is permitted to be incurred Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to Section 8.06.the respective acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective acquisition; (vii) customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by any Borrower or any of its Subsidiaries in the ordinary course of business;
Appears in 1 contract
Burdensome Agreements. The Company Borrower shall not, nor shall it permit its Material Subsidiaries to, any Subsidiary to enter into, or permit to exist, into any consensual Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of any Subsidiary to pay dividends or make other distributions on its capital stock to the Borrower or any Subsidiary owning such capital stock or otherwise transfer property to the Borrower or any Subsidiary. Notwithstanding the foregoing, nothing in this Section 7.08 shall prohibit (a) encumbers any limitations or restricts restrictions contained in Contractual Obligations existing on the ability of such Material Subsidiary to (i) make dividends Effective Date or distributions to entered into in connection with the CompanyRARE Acquisition, (ii) pay any Debt or other obligation owed to the Company, (iii) make loans or advances to the Company, (iv) transfer any of its property to the Company or (b) encumbers limitations or restricts the ability of the Company or such Material Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those (1) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company Borrower or any Material a Subsidiary and existing at the time of such acquisition and acquisition, which limitations or restrictions are not incurred in connection with or in contemplation of such acquisition and applicable to any amendmentsother Person, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances (c) customary limitations or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, acquisition agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to a Person subject to any agreement for disposition by the sale Borrower or a Subsidiary, which limitations or restrictions are not applicable to any other disposition Person, and (d) limitations or restrictions consisting of all or substantially all of the capital stock ofcustomary net worth, or property leverage and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect tofinancial covenants, customary supermajority voting provisions covenants regarding the merger or sale of assets of a Subsidiary, customary restrictions on transactions with Affiliates, and customary subordination provisions with respect to the disposition or distribution of assets or propertyintercompany debt, in each case contained in, or required by, any Contractual Obligation governing Indebtedness of a Subsidiary permitted under Section 7.03; provided that the limitations or restrictions contained in joint ventureany extensions, partnership refinancings, renewals or limited liability company agreements, replacements of the Contractual Obligations referred to in clauses (a) and (9b) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, are no less favorable in each case, under contracts, leases or other agreements entered into in the ordinary course of business, and (10) those with any material respect to any Lien the Lenders than those that is permitted to be incurred pursuant to Section 8.06are being extended, refinanced, renewed or replaced.
Appears in 1 contract
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, or permit to exist, Enter into any consensual Contractual Obligation (other than this Agreement or any other Loan Document) that (a) encumbers or restricts limits the ability of such Material Subsidiary to (i) of any Subsidiary to make dividends or distributions Restricted Payments to the CompanyBorrower or any other Loan Party or to otherwise transfer property to the Borrower or any other Loan Party, other than Permitted Pari Passu Encumbrances, (ii) pay of any Debt Loan Party to Guarantee the Obligations or other obligation owed to the Company, (iii) make loans of the Borrower or advances any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person, other than Permitted Pari Passu Encumbrances; provided, that clauses (i) and (iii) shall not prohibit any (A) customary limitation on Restricted Payments or negative pledges or transfers of property incurred or provided in favor of any holder of Indebtedness permitted under Section 7.03(b) or Section 7.03(c) (solely to the Companyextent any such limitation relates to property financed by or the subject of such Indebtedness), (ivB) transfer any negative pledges or limitation on transfers of its property to the Company or (b) encumbers or restricts the ability of the Company or such Material Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those (1) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions contained in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred agreement in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, a Disposition permitted by Section 7.05 (provided that such limitation shall only be effective against the encumbrances assets or restrictions property that are the subject of Disposition), (C) limitation on Restricted Payments by reason of customary provisions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, joint venture agreements or refinancings other similar agreements applicable to Subsidiaries that are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisitionWholly-Owned Subsidiaries, (4D) that restrict any limitation on Restricted Payments, negative pledges or limitations on transfers of property by reason of customary provisions limiting the disposition or distribution of assets or property in a customary manner the sublettingasset sale agreements, assignment or transfer of any property or asset that is a leasesale-leaseback agreements, license, conveyance or contract or stock sale agreements and other similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to agreements in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect which limitation is applicable only to the disposition or distribution assets that are the subject of assets or property, in each case contained in joint venture, partnership or limited liability company such agreements, and (9E) limitation on Restricted Payments by reason of restrictions on cash or other deposits or net worth imposed by customers customers, suppliers or lessors landlords or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements contracts entered into in the ordinary course of business; provided, and (10) those further, that notwithstanding the foregoing, in no event shall any negative pledge be permitted with respect to any Lien that is permitted to be incurred pursuant to Section 8.06Unencumbered Eligible Property or any Equity Interests of any Direct Owner or Indirect Owner of any Unencumbered Eligible Property.
Appears in 1 contract
Burdensome Agreements. The Company shall notNo Loan Party shall, nor shall it any Loan Party permit any of its Material Subsidiaries toSubsidiaries, enter intoto create or otherwise cause or suffer to exist or become effective, directly or permit to existindirectly, any consensual Contractual Obligation that (a) encumbers any prohibition or restricts restriction (including any agreement to provide equal and ratable security to any other Person) on the creation or existence of any Lien upon the assets of any Loan Party or any of its Subsidiaries, other than restrictions in agreements evidencing Purchase Money Indebtedness and Capital Leases permitted by Section 7.07(c) that impose restrictions on the property so acquired, (b) any Contractual Obligation (other than the Subordination Agreement) which may restrict or inhibit Agent’s rights or ability to sell or otherwise dispose of the Collateral or any part thereof after the occurrence of an Event of Default, (c) any prohibition or restriction on the ability of such Material any Subsidiary of Borrower to (i) make pay dividends or make distributions to the Companyon any of such Subsidiary’s Equity Securities owned by Borrower or by its Subsidiaries, (ii) pay to repay or prepay any Debt Indebtedness owed by such Subsidiary to Borrower or other obligation owed to the Companyits Subsidiaries, (iii) make loans or advances to the Company, Borrower or its Subsidiaries or (iv), other than restrictions in agreements evidencing Purchase Money Indebtedness and Capital Leases permitted by Section 7.07(c) that impose restrictions on the property so acquired, transfer any of its property or assets to the Company Borrower or its Subsidiaries, or (b) encumbers d), other than as provided on Schedule 7.18, require or restricts the ability of the Company create an obligation for any Loan Party or such Material Subsidiary its Subsidiaries to pledge its property pursuant to the Loan Documents pay dividends, distributions or any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those (1) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as otherwise make a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, and (10) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.06Restricted Payment.
Appears in 1 contract
Samples: Securities Purchase Agreement and Security Agreement (Fusion Telecommunications International Inc)
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, or permit to exist, Enter into any consensual Contractual Obligation (other than this Agreement or any other Loan Document) that (a) encumbers or restricts limits the ability of such Material Subsidiary to (i) of any Subsidiary to make dividends or distributions Restricted Payments to the CompanyBorrower or any other Loan Party or to otherwise transfer property to the Borrower or any other Loan Party, other than Permitted Pari Passu Encumbrances, (ii) pay of any Debt Loan Party to Guarantee the Obligations or other obligation owed to the Company, (iii) make loans or advances to the Company, (iv) transfer any of its property to the Company or (b) encumbers or restricts the ability of the Company Borrower or such Material any Subsidiary to pledge its create, incur, assume or suffer to exist Liens on property pursuant to the Loan Documents of such Person, other than Permitted Pari Passu Encumbrances; provided, that clauses (i) and (iii) shall not prohibit (A) customary limitations on Restricted Payments or negative pledges or transfers of property incurred or provided in favor of any renewals, refinancings, exchanges, refundings holder of Indebtedness permitted under Section 7.03(c) or extension thereof, except, Section 7.03(f) (in each case, those case (1) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3x) with respect to negative pledges and transfers of property, solely to the extent any Person such limitation relates to property financed by or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time subject of such acquisition Indebtedness and not incurred (y) with respect to Restricted Payments, solely to the extent that such limitation relates solely to the direct owner of such property and such direct owner owns no other material assets), (B) negative pledges or limitations on transfers of property contained in any agreement in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, a Disposition permitted by Section 7.05 (provided that such limitation shall only be effective against the encumbrances assets or restrictions property that are the subject of Disposition), (C) limitations on Restricted Payments by reason of customary provisions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, joint venture agreements or refinancings other similar agreements applicable to Subsidiaries that are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisitionWholly-Owned Subsidiaries, (4D) that restrict limitations on Restricted Payments, negative pledges or limitations on transfers of property by reason of customary provisions limiting the disposition or distribution of assets or property in a customary manner the sublettingasset sale agreements, assignment or transfer of any property or asset that is a leasesale-leaseback agreements, license, conveyance or contract or stock sale agreements and other similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to agreements in the ordinary course of business, not relating which limitation is applicable only to any Debt, and the assets that do not, individually or in are the aggregate, materially detract from the value subject of any property or assets of the Company or any Material Subsidiarysuch agreements, (7E) existing under, limitations on Restricted Payments by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers customers, suppliers or lessors landlords or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements contracts entered into in the ordinary course of business, business and (10F) those on and after the Assumption Date, customary limitations restricting the sale or other transfer of assets which assets are the subject of “tax protection” (or similar) agreements entered into with limited partners or members of the OpCo or any other Subsidiary of Apple Hospitality REIT; provided, further, that notwithstanding the foregoing, in no event shall any negative pledge be permitted with respect to any Lien that is permitted to be incurred pursuant to Section 8.06Unencumbered Eligible Property or any Equity Interests of any Direct Owner or Indirect Owner of any Unencumbered Eligible Property.
Appears in 1 contract
Burdensome Agreements. The Company Borrower shall not, nor shall it permit its any Material Subsidiaries Subsidiary to, enter into, or permit to exist, into any consensual Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of any Material Subsidiary to pay dividends or make other distributions on its capital stock to the Borrower or any Material Subsidiary owning such capital stock or otherwise transfer property to the Borrower or any Material Subsidiary. Notwithstanding the foregoing, nothing in this Section 7.07 shall prohibit (a) encumbers any limitations or restricts restrictions contained in Contractual Obligations existing on the ability of such Material Subsidiary to (i) make dividends or distributions to the CompanyEffective AMERICAS/2021298575.5 Date, (ii) pay any Debt or other obligation owed to the Company, (iii) make loans or advances to the Company, (iv) transfer any of its property to the Company or (b) encumbers limitations or restricts the ability of the Company or such Material Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those (1) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company Borrower or any a Material Subsidiary and existing at the time of such acquisition and acquisition, which limitations or restrictions are not incurred in connection with or in contemplation of such acquisition and applicable to any amendmentsother Person, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances (c) customary limitations or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, acquisition agreement to transfer, option or right with respect to, or Lien on, to a Person subject to any property or assets of the Company or any Material Subsidiary not otherwise prohibited disposition by the Loan Documents, (6) arising Borrower or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any a Material Subsidiary, (7) existing under, by reason of which limitations or with respect restrictions are not applicable to any agreement for other Person, and (d) limitations or restrictions consisting of customary net worth, leverage and other financial covenants, customary covenants regarding the merger or sale or other disposition of all or substantially all assets of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect toSubsidiary, customary supermajority voting provisions restrictions on transactions with Affiliates, and customary subordination provisions with respect to the disposition or distribution of assets or propertyintercompany debt, in each case contained in, or required by, any Contractual Obligation governing Indebtedness of a Subsidiary permitted under Section 7.03; provided that the limitations or restrictions contained in joint ventureany extensions, partnership refinancings, renewals or limited liability company agreements, replacements of the Contractual Obligations referred to in clauses (a) and (9b) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, are no less favorable in each case, under contracts, leases or other agreements entered into in the ordinary course of business, and (10) those with any material respect to any Lien the Lenders than those that is permitted to be incurred pursuant to Section 8.06are being extended, refinanced, renewed or replaced.
Appears in 1 contract
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, or permit to exist, Enter into any consensual Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability (a) encumbers of any Subsidiary to make Restricted Payments to the Borrower or restricts any Guarantor or to otherwise transfer property to the ability Borrower or any Guarantor, (b) of any Subsidiary to Guarantee the Indebtedness of the Borrower or (c) of the Borrower or the Parent or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Material Subsidiary to Person in favor of the Administrative Agent and the Lenders; provided, however, that this Section 7.9 shall not prohibit (i) make dividends any negative pledge incurred or distributions provided in favor of any holder of purchase money Indebtedness solely to the Company, extent any such negative pledge relates to the property financed by purchase money Indebtedness; (ii) pay any Debt or other obligation owed to the Company, (iii) make loans or advances to the Company, (iv) transfer any of its property to the Company or (b) encumbers or restricts the ability of the Company or such Material Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those (1) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to in leases and other contracts restricting the disposition pledge or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements assignment thereof entered into in the ordinary course of business; (iii) provisions required by applicable Law; (iv) any agreement for the Disposition of a Subsidiary or assets of a Subsidiary that restricts distributions, and (10) those the transfer of, or encumbrances on such assets by that Subsidiary pending its Disposition or any agreement entered into with respect to assets acquired or disposed of in connection with an acquisition or a Disposition; (v) any Lien restrictions under Indebtedness permitted under Section 7.3(j) as long as such restrictions are not materially more restrictive than the terms of this Agreement; (vi) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures or Equity Interests therein entered into in the ordinary course of business; and (vii) any agreement in effect at the time such Person becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower (provided that is permitted such restrictions and conditions apply only to be incurred pursuant to Section 8.06such Subsidiary and its assets, and not any Loan Party or other Subsidiary or the assets of any Loan Party or other Subsidiary).
Appears in 1 contract
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter (a) Enter into, or permit to exist, any consensual Contractual Obligation that (a) encumbers or restricts restricts, in each case in any material respect, the ability of any such Material Subsidiary Person to (i) make pay dividends or distributions make any other Distributions to the Companyany Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Debt Indebtedness or other obligation owed to the Companyany Loan Party, (iii) make loans or advances to the Companyany Loan Party, (iv) transfer any of with respect solely to Loan Parties, pledge its property Property (other than Excluded Assets (as defined in the Security and Pledge Agreement)) pursuant to the Company Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (bv) encumbers or restricts the ability of the Company or such Material Subsidiary with respect solely to pledge its property Loan Parties, act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, exceptexcept (in respect of any of the matters referred to in clauses (i)-(v) above) for (A) this Agreement and the other Loan Documents, (B) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (C) customary restrictions and conditions contained in any agreement relating to the sale, lease, license or other Disposition of any Property not prohibited by this Agreement pending the consummation of such sale, disposition or during the term of such lease or license, (D) agreements, instruments or other arrangements pertaining to other Indebtedness permitted hereby so long as it is not, in each casethe Borrower’s good faith judgment, those materially more restrictive or burdensome in respect of the foregoing activities than the Loan Documents (1) existing provided that such restrictions would not adversely affect the exercise of rights or remedies of the Administrative Agent or the Lenders hereunder or under the Collateral Documents or restrict any Loan Party in any manner from performing its obligations under the Loan Documents Documents), (E) Indebtedness permitted hereby that is not governed by the laws of the United States or any state or political subdivision thereof and that is incurred by any Subsidiary that is not a Loan Party, (F) customary restrictions on cash or other agreement deposits (including escrowed funds) or net worth imposed under Contractual Obligations; provided that such restrictions and encumbrances apply only to such Loan Party or Subsidiary and to any Equity Interests in such Loan Party or Subsidiary, (G) any Contractual Obligation in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of a Person becomes a Subsidiary, so long as such acquisition and Contractual Obligation was not incurred entered into in connection with or in contemplation of such acquisition Person becoming a Subsidiary and any amendmentsamendment, modificationsmodification, restatementsrefinancing, renewalsreplacement, extensions, supplements, refundings, replacements renewal or refinancings thereof, provided extension thereof that does not materially expand the encumbrances or restrictions in scope of any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, encumbrance or refinancings are not materially more restrictive, restriction taken as a whole, than those in effect at which encumbrance or restriction is not applicable to the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment properties or transfer assets of any property Loan Party, other than the Subsidiary or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any the property or assets of the Company Subsidiary so acquired or any Material Subsidiary not otherwise prohibited by (H) in respect of the Loan Documents, (6) arising or agreed matters referred to in the ordinary course of businessclause (iv) above, not relating to any Debt, and that do not, individually or other exceptions set forth in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, and (10) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.068.08(b).
Appears in 1 contract
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, Enter into or permit to exist, exist any consensual Contractual Obligation (other than this Agreement, the ABL Facility or any other Loan Document) that (a) encumbers or restricts limits the ability of such Material any Restricted Subsidiary to make Restricted Payments or other distributions to any Loan Party or to otherwise transfer property to or invest in a Loan Party, except for encumbrances and restrictions under Contractual Obligations existing under or by reason of (i) make dividends or distributions to this Agreement, the Company, ABL Facility and the other Loan Documents and the documents governing the Other Liabilities; (ii) pay any Debt or other obligation owed restrictions with respect to the Company, Borrower or a Restricted Subsidiary imposed pursuant to (A) an agreement that has been entered into in connection with the disposition of all or any portion of the equity interests or assets of the Borrower or such Restricted Subsidiary or (B) contracts for the sale of assets that impose restrictions solely on the assets to be sold; (iii) make loans or advances to the Company, provisions contained in any Permitted Indebtedness (and in any refinancing of such indebtedness so long as no more restrictive than those contained in the respective Indebtedness so refinanced); (iv) transfer customary provisions restricting subletting or assignment of any of its property to the Company or (b) encumbers or restricts the ability lease governing a leasehold interest of the Company Borrower or such Material a Restricted Subsidiary to pledge its property pursuant to of the Loan Documents Borrower entered into in the ordinary course of business and customary provisions contained in other leases, sub-leases, licenses or any renewals, refinancings, exchanges, refundings or extension thereof, exceptsub-licenses and other agreements, in each case, those (1) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business; (v) customary provisions restricting assignment of any contract entered into by the Borrower or any Restricted Subsidiary of the Borrower; (vi) any agreement or instrument of a Person acquired as permitted hereunder, and (10) those with respect which restriction is not applicable to any Lien that is permitted to be incurred Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to Section 8.06.the respective acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective acquisition; (vii) customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (viii) restrictions on the transfer of assets securing purchase money obligations and capitalized lease obligations which are permitted hereunder;
Appears in 1 contract
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, Enter into or permit to exist, exist any consensual Contractual Obligation (other than this Agreement or any other Loan Document) that (a) encumbers or restricts limits the ability of such Material Subsidiary to (i) of any Restricted Subsidiary to make dividends Restricted Payments to any Loan Party or distributions to the Companyotherwise transfer property to or invest in any Loan Party, (ii) pay of any Debt Restricted Subsidiary to Guarantee the Obligations or other obligation owed to the Company, (iii) make loans of any Loan Party or advances any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that the foregoing clauses shall not prohibit (A) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.02(f) or (g) solely to the Companyextent 101 any such negative pledge relates to the property financed by or the subject of such Indebtedness, (ivB) transfer any customary restrictions on assignment in leases, subleases, licenses, or asset sale agreements otherwise permitted hereby (or in easements, rights of its property to the Company way or (b) encumbers similar rights or restricts the ability of the Company or such Material Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, exceptencumbrances, in each casecase granted to the Borrower or a Restricted Subsidiary by a third party in respect of real property owned by such third party) so long as such restrictions relate only to the assets (or the Borrower’s or such Restricted Subsidiary’s rights under such easement, those right of way or similar right or encumbrance, as applicable) subject thereto, (1C) existing under customary restrictions and conditions on transfers and investments contained in any agreement relating to the Loan Documents and sale of any other asset or any Restricted Subsidiary pending the consummation of such sale; (D) in the case of any Person that becomes a Restricted Subsidiary after the Closing Date, any agreement in effect on at the time such Person so becomes a Restricted Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming such a Restricted Subsidiary; and (E) in the case of any assets acquired after the Closing Date and Date, any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions agreement in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing effect at the time of such acquisition which pertains to such assets and not incurred only such assets and is assumed in connection with or such acquisition, so long as such agreement was not entered into in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, and (10) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.06.; or
Appears in 1 contract
Samples: Credit Agreement
Burdensome Agreements. The Company shall notEnter into, nor shall it assume or otherwise be bound, or permit its Material Subsidiaries to, any Wholly-Owned Subsidiary to enter into, assume or permit to existotherwise be bound, by any consensual Contractual Obligation that (a) encumbers or restricts the ability of such Material Subsidiary to Negative Pledge other than (i) make dividends any Negative Pledge contained in an agreement entered into in connection with any Indebtedness that is permitted pursuant to Section 7.03, which Indebtedness is of a type that customarily includes a Negative Pledge or distributions with respect to the Company, (ii) pay any Debt or other obligation owed to the Company, (iii) make loans or advances to the Company, (iv) transfer any of its property to the Company or (b) encumbers or restricts the ability of the Company which such Negative Pledge is no more restrictive on a Loan Party or such Material Wholly-Owned Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those (1) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendmentsmaterial respect, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, when taken as a whole, than those this Section 7.09 (as determined in good faith by the Borrower); (ii) any Negative Pledge required or imposed by, or arising under or as a result of, any Law; (iii) Negative Pledges contained in such existing agreement, (2x) existing under, by reason of, the agreements set forth on Schedule 7.09 or with respect to, applicable law, rule, regulation or order, that are Disclosed Matters; (3y) with respect any agreement relating to the Disposition of any Person or the property or assets of a Person acquired by the Company Subsidiary or any Material Subsidiary existing at the time of assets pending such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendmentsDisposition; provided that, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendmentscase, modifications, restatements, renewals, extensions, supplements, refundings, replacements, the Negative Pledge applies only to the Subsidiary or refinancings the assets that are not materially more restrictive, taken as a whole, than those the subject of such Disposition; or (z) any agreement in effect at the time any Person becomes a Wholly-Owned Subsidiary so long as such agreement was not entered into in contemplation of the acquisitionsuch Person becoming a Wholly-Owned Subsidiary and such restriction only applies to such Person and/or its assets, (4iv) that restrict customary restrictions in a customary manner leases, licenses and other contracts restricting the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or assetthereof, (5v) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to other customary restrictions set forth in the ordinary course of business, not agreements relating to any Debt, assets specified in such agreements and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, business to the extent such restrictions shall solely apply to such specified assets; and (10vi) those restrictions that apply only to the Equity Interests in, or assets of, any Person other than a Loan Party or a Wholly-Owned Subsidiary, in each case as such agreements, leases or other contracts may be amended from time to time and including any renewal, extension, refinancing or replacement thereof; provided that, with respect to any Lien agreement described in clause (iii), such amendment, renewal, extension, refinancing or replacement does not contain restrictions of the type prohibited by this Section 7.09 that is permitted to be incurred pursuant to Section 8.06are, in the aggregate, more onerous in any material respect on a Loan Party or any Wholly-Owned Subsidiary than the restrictions, in the aggregate, in the original agreement.
Appears in 1 contract
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries toExcept to the extent included as of the Closing Date in the provisions of any Contractual Obligation listed in Schedule 7.11, enter into, incur or permit to existexist any agreement or other arrangement that prohibits, restricts or imposes any consensual Contractual Obligation that condition upon (ai) encumbers or restricts the ability of such Material the Borrower or any Subsidiary to (i) make dividends create, incur or distributions permit to the Companyexist any Lien upon any of its property or assets, or (ii) the ability of any Subsidiary to pay any Debt dividends or other obligation owed distributions with respect to the Company, (iii) any of its Capital Stock or to make or repay loans or advances to the Company, (iv) transfer Borrower or any of its property other Subsidiary or to the Company or (b) encumbers or restricts the ability guarantee Indebtedness of the Company Borrower or any other Subsidiary if any such Material Subsidiary prohibition, restriction or condition is materially more burdensome to pledge its property pursuant to any Loan Party than any similar prohibition, restriction or condition contained in this Agreement or any other Loan Document; provided that the foregoing shall not apply to: restrictions and conditions imposed by law, by this Agreement or the other Loan Documents or the Three-Year Credit Documents; any renewals, refinancings, exchanges, refundings Special Purpose Subsidiary or extension thereof, except, in each case, those (1) existing any agreement or other arrangement entered into by the Borrower or any of the Subsidiaries incidental to a transaction involving a Special Purpose Subsidiary which transaction is otherwise permitted under the Loan Documents terms of this Agreement; restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and any other agreement similar agreements entered into in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, ordinary course of business (provided that such restrictions are limited to the encumbrances and restrictions in any property or assets secured by such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person Liens or the property or assets of a Person acquired by subject to such leases, licenses or similar agreements, as the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or case may be); restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, agreements evidencing Indebtedness (4A) permitted by Section 7.03(e) that restrict impose restrictions on the property so acquired and (B) secured by cash collateral in a customary manner the subletting, assignment compliance with Section 7.01 that imposes restrictions on any cash collateral therefor; restrictions on property to be transferred or transfer of any property optioned that are or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing were created by virtue of any transfer of, agreement to transfer, transfer or option or right with respect toto any property, assets or Lien on, any property or assets of the Company or any Material Subsidiary Capital Stock not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating under this Agreement; restrictions and conditions applicable to any DebtSubsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired, were not created in anticipation of such acquisition, and that do not, individually or applying solely to such acquired Subsidiary; restrictions contained in any working capital facility entered into by a Subsidiary organized under the aggregate, materially detract from the value laws of any property or foreign country and applying solely to such Subsidiary; provided that the aggregate Fair Market Value of assets subject to any such facilities shall not at any time exceed 2% of Consolidated Total Assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all Borrower and its Subsidiaries as of the capital stock of, or property last day of the immediately preceding fiscal quarter; and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, restrictions in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in connection with the ordinary course incurrence of businessPermitted Liens, to the extent they condition, prohibit or limit the ability of the Collateral Agent or the Lenders from obtaining a lien on the property, rights and assets subject to such Permitted Lien. In no event shall any agreement or other arrangement (10except as permitted under Sections 7.11(a) those with respect through 7.11(h)) restrict the ability of the Borrower or any of its Subsidiaries to any Lien that is permitted to be incurred pursuant to Section 8.06grant Liens in favor of the Lenders under the Loan Documents or the lenders under the Three-Year Credit Documents.
Appears in 1 contract
Samples: Credit Agreement (Solectron Corp)
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter (a) Restricted Payment Prohibitions. Enter into, assume or permit suffer to exist, exist any consensual Contractual Obligation that (a) encumbers or restricts limits the ability of such Material any Subsidiary to make Restricted Payments to any Borrower or to otherwise transfer property to any Borrower other than (i) make dividends or distributions provisions contained in the terms of any agreement governing Indebtedness permitted under Section 7.03 and provisions contained in the terms of any agreement governing Liens permitted under Section 7.01 that impose restrictions on the property subject to the Company, such Liens; and (ii) pay any Debt agreements restricting assignments, subletting or other obligation owed to the Company, (iii) make loans or advances to the Company, (iv) transfer any of its property to the Company or (b) encumbers or restricts the ability of the Company or such Material Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those (1) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those transfers contained in such existing agreementleases, (2) existing underlicenses, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition joint venture agreements and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, and in each case relating solely to the assets subject to such lease or license or assets relating solely to such joint venture agreement; or (10b) those with respect Other Negative Pledges. Enter into, assume or otherwise become subject to any Contractual Obligation (other than this Agreement or any other Loan Document) that directly or indirectly (i) prohibits any Borrower or any of its Subsidiaries from granting any Lien on property or assets of such Persons or (ii) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person, provided that is permitted the Company and its Subsidiaries may enter into, assume or otherwise become subject to be any such Contractual Obligation solely to the extent (A) incurred pursuant to the acquisition by such Persons of businesses, properties or assets of other Persons otherwise permitted hereunder if such restrictions affect only such businesses, assets and property so acquired, and are not entered into in contemplation of such acquisition, or (B) incurred in connection with a transaction creating Liens permitted by Section 8.06.7.01(i), provided that such restriction is limited to the assets or properties subject to such Liens. 7.11
Appears in 1 contract
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, Enter into or permit to exist, exist any consensual Contractual Obligation (other than this Agreement or any other Loan Document) that (a) encumbers or restricts limits the ability of such Material Subsidiary to (i) of any Subsidiary to make dividends Restricted Payments to a Borrower or distributions any Guarantor or to the Companyotherwise transfer property to or invest in a Borrower or any Guarantor, (ii) pay of any Debt or other obligation owed Subsidiary to Guarantee the CompanyIndebtedness of a Borrower, (iii) of any Subsidiary to make or repay loans to a Loan Party or advances to the Company, (iv) transfer of a Borrower or any of its property to the Company or (b) encumbers or restricts the ability of the Company or such Material Subsidiary to pledge its create, incur, assume or suffer to exist Liens on property pursuant to of such Person. The foregoing restrictions shall not be violated by reason of (i) applicable Laws, (ii) this Agreement and the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those (1) existing under the other Loan Documents and any other agreement in effect on the Closing Date Term Loan Facility and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Term Loan Documents, (6iii) arising customary non-assignment provisions of any contract, lease or agreed to license of a Borrower or any Subsidiary of a Borrower entered into in the ordinary course of businessbusiness and consistent with past practice, not relating to (iv) any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets term of the Company Senior Notes or the Holdco Senior Notes and any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, Permitted Refinancing Indebtedness thereof so long as in each case any restriction contained therein and described in joint venturethe previous sentence is not materially more restrictive than the corresponding provisions of this Agreement and does not restrict the Loan Parties’ ability to grant Liens to the Administrative Agent for the benefit of the Secured Parties, partnership or limited liability company agreements, and (9v) restrictions on limited solely to cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements contracts evidencing Permitted Liens entered into in the ordinary course of business, and (10vi) those restrictions with respect to property of a Borrower or any Lien Subsidiary that is permitted to be incurred sold pursuant to any Disposition permitted by Section 8.06.7.05, (vii) any agreement in effect on the Closing Date and set forth on Schedule 7.09 (or any replacement thereof so long as the terms are not, taken as a whole, materially less favorable to the Loan Parties), (viii) incurred by the Sponsors in connection therewith);
Appears in 1 contract
Samples: Credit Agreement (Leslie's, Inc.)
Burdensome Agreements. The Company shall notNo Loan Party shall, nor shall it any Loan Party permit any of its Material Subsidiaries toSubsidiaries, enter intoto create or otherwise cause or suffer to exist or become effective, directly or permit to existindirectly, any consensual Contractual Obligation that (a) encumbers any prohibition or restricts restriction (including any agreement to provide equal and ratable security to any other Person) on the creation or existence of any Lien upon the assets of any Loan Party or any of its Subsidiaries, other than restrictions in agreements evidencing Purchase Money Indebtedness and Capital Leases permitted by Section 7.07(c) that impose restrictions on the property so acquired, (b) any Contractual Obligation (other than the Subordination Agreement) which may restrict or inhibit Administrative Agent’s rights or ability to sell or otherwise dispose of the Collateral or any part thereof after the occurrence of an Event of Default, (c) any prohibition or restriction on the ability of such Material any Subsidiary of Borrower to (i) make pay dividends or make distributions to the Companyon any of such Subsidiary’s Equity Securities owned by Borrower or by its Subsidiaries, (ii) pay to repay or prepay any Debt Indebtedness owed by such Subsidiary to Borrower or other obligation owed to the Companyits Subsidiaries, (iii) make loans or advances to the Company, Borrower or its Subsidiaries or (iv), other than restrictions in agreements evidencing Purchase Money Indebtedness and Capital Leases permitted by Section 7.07(c) that impose restrictions on the property so acquired, transfer any of its property or assets to the Company Borrower or its Subsidiaries, or (b) encumbers d), other than as provided on Schedule 7.18, require or restricts the ability of the Company create an obligation for any Loan Party or such Material Subsidiary its Subsidiaries to pledge its property pursuant to the Loan Documents pay dividends, distributions or any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those (1) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as otherwise make a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, and (10) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.06Restricted Payment.
Appears in 1 contract
Samples: Credit Agreement (Fusion Telecommunications International Inc)
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, or permit to exist, Enter into any consensual Contractual Obligation (other than this Agreement or any other Loan Document) that (a) encumbers or restricts limits the ability of such Material any Subsidiary (other than a Special Purpose Finance Subsidiary) to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to the Borrower or any Guarantor, in each case other than (i) make dividends or distributions any limitation consisting of customary non-assignment provisions in Contractual Obligations entered into in the ordinary course of business to the Companyextent such provisions restrict the transfer or assignment of such agreement, (ii) pay any Debt limitation pursuant to a Lien permitted under clause (i) or other obligation owed (j) of Section 7.01 to the Companyextent such provisions restrict the transfer of the property subject to such agreements, (iii) make loans or advances customary limitations on the Disposition of an asset pursuant to an agreement with a Person that is not an Affiliate to Dispose of such asset to such Person to the Companyextent such Disposition is permitted by Section 7.05, (iv) transfer customary limitations on the Borrower or any of its property Subsidiaries party to a Permitted Securitization Facility that restrict the Company or (b) encumbers or restricts the ability transfer of the Company or such Material Subsidiary to pledge its property pursuant to the Loan Documents Borrower’s or any renewalssuch Subsidiary’s interest in accounts receivable (and related supporting obligations and books and records) subject to such Permitted Securitization Facility, refinancings, exchanges, refundings (v) limitations set forth in documents governing Indebtedness permitted under Section 7.03(d) or extension thereof, except, in each case, those (1Section 7.03(k) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any so long as such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings limitations are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason ofapplicable to any Person, or with respect tothe properties or assets of any Person, applicable lawother than the Person(s), rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company Person(s), that are the subject of the applicable Acquisition, (vi) limitations set forth in the Senior Notes or any Material Subsidiary existing at the time of such acquisition and not incurred document governing any Incremental Equivalent Debt, Permitted External Refinancing Debt or any Permitted Refinancing in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings respect thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4vii) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained limitations in joint venture, partnership or limited liability company agreements, venture agreements and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other similar agreements entered into in the ordinary course of business, and (10) those business with respect to the disposition 153 or distribution of assets or property, (viii) limitations imposed by customers under Contractual Obligations entered into the ordinary course of business with respect to cash or other deposits or net worth, (ix) limitations set forth in agreements governing Indebtedness, Disqualified Equity Interests or preferred Equity Interests of any Lien Restricted Subsidiary that is an Excluded Subsidiary so long as such Indebtedness, Disqualified Equity Interests or preferred Equity Interests are permitted to be incurred hereunder; provided that, in the good faith determination of the Borrower, the provisions relating to such restrictions contained in such agreements, taken as a whole, are not materially more restrictive than the corresponding provisions contained in this Agreement, (x) limitations set forth documents governing Indebtedness permitted under Section 7.03(h) or Section 7.03(i) so long as the limitation contained therein is no less favorable to the Lenders than that which exists in this Agreement and (xi) limitations set forth in documents governing any Indebtedness permitted to be secured hereunder so long as such limitations apply only to the Person obligated under such Indebtedness and its Subsidiaries or the property or assets intended to secure such Indebtedness or (b) prohibits, restricts, or imposes any condition upon the ability of the Borrower or any of its Restricted Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets (other than any Excluded Assets) in favor of the Administrative Agent (or its agent or designee) for the benefit of the Secured Parties securing any of the Obligations other than prohibitions, restrictions or conditions (i) contained in any Loan Document, the Senior Notes or any document governing any Incremental Equivalent Debt, Permitted External Refinancing Debt or any Permitted Refinancing in respect thereof; (ii) in licenses, leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien); provided that such restriction or limitation is limited to the assets subject to such license, lease or contract; (iii) customary limitations contained in any agreement with respect to a Disposition permitted under Section 7.05, (iv) contained in Acquired Indebtedness and Permitted Refinancings thereof; provided that the restrictive provisions in such Permitted Refinancing are not materially more restrictive than the restrictive provisions in the Acquired Indebtedness being refinanced and such restrictions are limited to the Persons or assets being acquired or the Subsidiaries of such Persons and their assets; (v) customary restrictions in joint venture arrangements or management contracts; provided that such restrictions are limited to assets of such joint venture and the Equity Interests of the Persons party to such arrangement or contract; (vi) contained in the Indebtedness of Foreign Subsidiaries incurred pursuant to Section 8.067.03 and Permitted Refinancings thereof; provided that such restrictions only apply to the Foreign Subsidiaries incurring such Indebtedness and their Subsidiaries (and the assets thereof); and (vii) contained in Indebtedness used to finance, or incurred for the purpose of financing, purchase money obligations for fixed or capital assets; provided that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such Indebtedness. Notwithstanding the foregoing, it is acknowledged and agreed that clause (a) of the preceding sentence shall not prohibit contractual obligations limiting Restricted Payments to the extent such limitations are no more restrictive or onerous than the provisions of Section 7.06.
Appears in 1 contract
Burdensome Agreements. The Company shall notExcept pursuant to the Revolving Credit Agreement, nor shall it permit its Material Subsidiaries tothe Note Purchase Agreement or other agreement governing Indebtedness permitted hereunder, enter into, or permit to exist, into any consensual Contractual Obligation (other than this Agreement or any other Loan Document) that (a) encumbers or restricts limits the ability of such Material Subsidiary to (i) of any Subsidiary to make dividends or distributions Restricted Payments to the CompanyBorrower or any Guarantor or to otherwise transfer property to the Borrower or any Guarantor, (ii) pay of any Debt Subsidiary to Guarantee the Indebtedness of the Borrower or other obligation owed to the Company, (iii) make loans of the Borrower or advances any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Administrative Agent and the Lenders; provided, however, that this clause (iii) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.03(e) solely to the Company, (iv) transfer extent any of its property such negative pledge relates to the Company property financed by or the subject of such Indebtedness; or (b) encumbers requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person. The foregoing provision shall not apply to encumbrances or restricts the ability of the Company or such Material Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those (1) restrictions existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, : (a) applicable law, rule, regulation or orderorder (including agreements with regulatory authorities), (3b) customary net worth, restrictions on cash or other deposits and non-assignment provisions of any lease, license or other contract, (c) customary restrictions with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided pursuant to an agreement that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement has been entered into for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreementsEquity Interests of such Subsidiary, and (9d) restrictions on cash customary provisions in joint venture agreements and other similar agreements relating solely to the securities, assets and revenues of such Joint Venture or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, and (10) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.06business venture.
Appears in 1 contract
Burdensome Agreements. The Company shall not, nor shall it permit Permit any of its Material Restricted Subsidiaries to, enter intodirectly or indirectly, create or permit otherwise cause or suffer to exist, exist or become effective any consensual Contractual Obligation that (a) encumbers encumbrance or restricts consensual restriction on the ability of such Material any Restricted Subsidiary to (i) make dividends create, Incur or distributions assume Liens on the Collateral of such Person for the benefit of the Lenders with respect to the Company, Facilities and the Obligations or under the Loan Documents other than encumbrances or restrictions existing under or by reason of: (ii1) pay any Debt contractual encumbrances or other obligation owed to restrictions of the Company, (iii) make loans Borrower or advances to the Company, (iv) transfer any of its property to Restricted Subsidiaries in effect on the Company or (b) encumbers or restricts the ability of the Company or such Material Subsidiary to pledge its property Closing Date, including pursuant to this Agreement and the other Loan Documents Documents, the Existing First Lien Credit Agreement, related Swap Contracts and Indebtedness permitted pursuant to Section 7.01(c); 176 (2) applicable law or any renewalsapplicable rule, refinancingsregulation or order; (3) any agreement or other instrument of a Person acquired by or merged, exchanges, refundings amalgamated or extension thereof, exceptconsolidated with or into the Borrower or any Restricted Subsidiary or an Unrestricted Subsidiary that is designated a Restricted Subsidiary that was in existence at the time of such acquisition (or at the time it merges with or into the Borrower or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in each case, those (1) existing under the Loan Documents and not created in contemplation thereof)), which encumbrance or restriction is not applicable to any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason ofPerson, or with respect tothe properties or assets of any Person, applicable lawother than the Person, rule, regulation or order, (3) with respect to any Person or the property or assets of the Person, so acquired or designated; provided that in connection with a merger, amalgamation or consolidation under this clause (3), if a Person other than the Borrower or such Restricted Subsidiary is the successor company with respect to such merger, amalgamation or consolidation, any agreement or instrument of such Person or any Subsidiary of such Person, shall be deemed acquired or assumed, as the case may be, by the Company Borrower or any Material Subsidiary existing such Restricted Subsidiary, as the case may be, at the time of such acquisition and not incurred in connection with merger, amalgamation or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the consolidation; (4) customary encumbrances or restrictions contained in any contracts or agreements for the sale of assets applicable to such amendmentsassets pending consummation of such sale, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a including customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or restrictions with respect to any a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or other disposition of all Capital Stock or substantially all assets of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, Restricted Subsidiary; (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (95) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, under contracts entered into in each case, under contracts, leases the ordinary course of business; (6) customary provisions in operating or other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into of such transaction, which limitation is applicable only to the assets that are the subject of those agreements; (7) purchase money obligations for property acquired and Capitalized Lease Obligations, to the extent such obligations impose restrictions of the nature described in the first paragraph of this Section 7.06 on the property so acquired; (8) customary provisions contained in leases, sub-leases, licenses, sublicenses, contracts and other similar agreements entered into in the ordinary course of businessbusiness to the extent such obligations impose restrictions of the type described in the first paragraph of this Section 7.06 on the property subject to such lease; (9) any encumbrance or restriction effected in connection with a Qualified Receivables Financing that, and in the good faith determination of the Borrower, are necessary or advisable to effect such Qualified Receivables Financing; (10) those with respect to any Lien encumbrance or restriction contained in other Indebtedness, Disqualified Stock or Preferred Stock of the Borrower or any Restricted Subsidiary that is permitted incurred subsequent to be incurred the Closing Date pursuant to Section 8.06.7.01; provided that (i) such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Borrower’s ability to make anticipated principal or interest payments under this Agreement (as determined by the Borrower in good faith) or (ii) such encumbrances and restrictions contained in any agreement or instrument taken as a whole are not materially less favorable to the Lenders than the encumbrances and restrictions contained in this Agreement (as determined by the Borrower in good faith);
Appears in 1 contract
Samples: Credit Agreement (V2X, Inc.)
Burdensome Agreements. The Company shall notEnter into any Contractual Obligation (other than this Agreement, nor shall it permit its Material Subsidiaries to, enter intoany other Loan Document, or permit to exist, any consensual Contractual Obligation the Financed Aircraft Loan Documents) that (a) encumbers or restricts limits the ability of such Material Subsidiary to (i) of any Subsidiary to make dividends or distributions Restricted Payments to the CompanyBorrower or any Guarantor or to otherwise transfer property to the Borrower or any Guarantor, (ii) pay of any Debt Subsidiary to Guarantee the Indebtedness of the Borrower or other obligation owed to the Company, (iii) make loans of the Borrower or advances any Subsidiary to the Companycreate, incur, assume or suffer to exist Liens on property of such Person (other than Liens permitted hereunder); provided, however, that this clause (iv) transfer shall not prohibit any negative pledge incurred or provided in favor of its property any holder of Indebtedness permitted under Section 7.03(t ) solely to the Company extent any such negative pledge relates to the property financed by or the subject of such Indebtedness and the proceeds thereof; or (b) encumbers or restricts requires the ability grant of the Company or a Lien to secure an obligation of such Material Subsidiary Person if a Lien is granted to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those (1) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, secure another obligation of such Person; provided that the encumbrances and foregoing restrictions in any such amendmentsshall not apply to restrictions (i) by reason of customary provisions restricting assignments, modifications, restatements, renewals, extensions, supplements, refundings, replacements subletting or refinancings are not materially more restrictive, taken as a whole, than those other transfers contained in such existing agreementleases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business; (2ii) existing under, that are or were created by reason virtue of any transfer of, agreement to transfer or with respect to, applicable law, rule, regulation option or order, (3) right with respect to any Person property, assets or Capital Stock not otherwise prohibited under this Agreement; (iii) in any agreement for the property sale or assets other disposition of a Subsidiary that restricts distributions by that Subsidiary pending the sale or other disposition; (iv) in any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company Borrower or any Material Subsidiary existing of its Subsidiaries as in effect at the time of such acquisition and not (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition and acquisition), which encumbrance or restriction is not applicable to any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacementsPerson, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment properties or transfer assets of any property Person, other than the Person or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any the property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan DocumentsPerson, (6) arising or agreed to so acquired, provided that, in the ordinary course case of businessIndebtedness, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, such Indebtedness was permitted by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, Section 7.03; and (9v) restrictions in effect on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, Closing Date and (10) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.06set forth on Schedule 7.11.
Appears in 1 contract
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, or permit to exist, Enter into any consensual Contractual Obligation (other than this Agreement or any other Loan Document) that (a) encumbers limits the ability (i) of any Subsidiary to make Restricted Payments to the Borrower or restricts any other Restricted Subsidiary or to otherwise transfer property to the Borrower or any other Restricted Subsidiary, (ii) of any Restricted Subsidiary to Guarantee the Indebtedness of the Borrower or any other Restricted Subsidiary, or (iii) of the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this clause (iii) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.03(e), (f), or (g) solely to the extent any such negative pledge relates to the property financed by or the subject of any Lien securing such Indebtedness; and provided, further, that in the case of any Restricted Subsidiary which is a joint venture between the Borrower and/or any other Restricted Subsidiary, on the one hand, and any Joint-Venture Partner, on the other hand, where all the owners of the Equity Interests of such joint venture Restricted Subsidiary have entered, or may in the future enter, into a Contractual Obligation with such Restricted Subsidiary limiting the ability of such Material Restricted Subsidiary (A) to (i) make dividends or distributions to the CompanyRestricted Payments to, (iiB) pay any Debt or other obligation owed to Guaranty the CompanyIndebtedness of, (iii) make loans or advances to the Company, (iv) transfer any of its property to the Company or (bC) encumbers or restricts to grant any Lien on the ability property of such Restricted Subsidiary for the Company or such Material Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, exceptbenefit of, in each case, those any owner of the Equity Interests in such joint venture Restricted Subsidiary, this clause (1a) existing under shall not prohibit any such Contractual Obligation; provided, further, that neither the Loan Documents and Borrower nor any other agreement in effect Restricted Subsidiary shall waive their rights to the benefits of any such Contractual Obligation as against any Joint-Venture Partner to permit such joint venture Restricted Subsidiary to Guaranty the Indebtedness of such Joint Venture Partner or to xxxxx x Xxxx on the Closing Date and any amendmentsproperty of such Restricted Subsidiary for the benefit of such Joint Venture Partner; or (b) except as provided in the Note Purchase Agreement as of the date hereof, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that requires the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets grant of a Person acquired by the Company or any Material Subsidiary existing at the time Lien to secure an obligation of such acquisition and not incurred in connection with or in contemplation Person if a Lien is granted to secure another obligation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, and (10) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.06Person.
Appears in 1 contract
Burdensome Agreements. The Company shall notExcept pursuant to the Term Credit Agreement, nor shall it permit its Material Subsidiaries tothe Note Purchase Agreement or any other agreement governing Indebtedness permitted or not expressly prohibited hereunder, enter into, or permit to exist, into any consensual Contractual Obligation (other than this Agreement or any other Loan Document) that (a) encumbers or restricts limits the ability of such Material Subsidiary to (i) of any Subsidiary to make dividends or distributions Restricted Payments to the Company, (ii) pay Company or any Debt Guarantor or other obligation owed to the Company, (iii) make loans or advances to the Company, (iv) otherwise transfer any of its property to the Company or any Guarantor, (bii) encumbers or restricts of any Subsidiary to Guarantee the ability Indebtedness of the Company or such Material (iii) of the Company or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Administrative Agent, the Lenders, the L/C Issuer or the Swing Line Lender; provided, however, that this clause (iii) shall not prohibit any negative pledge its property pursuant incurred or provided in favor of any holder of Indebtedness permitted under Section 7.03(e) solely to the Loan Documents extent any such negative pledge relates to the property financed by or any renewals, refinancings, exchanges, refundings the subject of such Indebtedness; or extension thereof, except, in each case, those (1b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person. The foregoing provision shall not apply to encumbrances or restrictions existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, : (a) applicable law, rule, regulation or orderorder (including agreements with regulatory authorities), (3b) customary net worth, restrictions on cash or other deposits and non-assignment provisions of any lease, license or other contract, (c) customary restrictions with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided pursuant to an agreement that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement has been entered into for the sale or other disposition of all or substantially all of the capital stock ofassets or Equity Interests of such Subsidiary, or property (d) customary provisions in joint venture agreements, financing agreements related to Joint Ventures, and other similar agreements relating solely to the securities, assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale and revenues of Joint Ventures or other dispositionbusiness ventures, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9e) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, transfer (including negative pledge provisions) set forth in each case, under contracts, leases or other any agreements relating to any Investment permitted hereunder (including without limitation any such restrictions relating to any Investment in any investment fund pursuant to the provisions of any credit facility entered into in the ordinary course by such fund), (f) any provisions of business, or relating to any Performance Contingent Obligation (including without limitation any completion guarantee) and (10g) those with respect to any Lien Contractual Obligation that is permitted reasonably determined by the Company not to be incurred pursuant materially adversely affect the ability of the Company to Section 8.06perform its obligations under the Loan Documents.
Appears in 1 contract
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, Enter into or permit to existexist any Contractual Obligation (other than this Agreement, any consensual Contractual Obligation other Loan Document, the Material Contracts as in effect on the Closing Date, the Term Credit Agreement or any other Term Loan Document) that limits the ability (a) encumbers or restricts the ability of such Material any Restricted Subsidiary to (i) make dividends Restricted Payments or other distributions to the Company, (ii) pay any Debt Loan Party or other obligation owed to the Company, (iii) make loans or advances to the Company, (iv) otherwise transfer any of its property to the Company or invest in a Loan Party, (b) encumbers of any Restricted Subsidiary which is a wholly owned Domestic Subsidiary to Guarantee the Obligations in accordance with the terms hereof or restricts the ability (c) of the Company Loan Parties or such Material any Restricted Subsidiary which is a wholly owned Domestic Subsidiary to pledge its create, incur, assume or suffer to exist Liens on property pursuant to of such Person in favor of the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, exceptAgent, in each case, those (1) except for encumbrances and restrictions under Contractual Obligations existing under or by reason of (i) this Agreement, the Term Credit Agreement, the other Loan Documents, the other Term Loan Documents and the documents governing the Other Liabilities; (ii) any other restrictions with respect to a Borrower or Restricted Subsidiary imposed pursuant to (A) an agreement that has been entered into in effect connection with the disposition of all or any portion of the equity interests or assets of such Borrower or Restricted Subsidiary or (B) contracts for the sale of assets that impose restrictions solely on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that assets to be sold; (iii) the encumbrances and restrictions provisions contained in any Permitted Indebtedness (and in any refinancing of such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially indebtedness so long as no more restrictive, taken as a whole, restrictive than those contained in such existing agreement, the respective Indebtedness so refinanced); (2iv) existing under, by reason of, customary provisions restricting subletting or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is lease governing a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue leasehold interest of any transfer ofBorrower or a Restricted Subsidiary of any Borrower entered into in the ordinary course of business and customary provisions contained in other leases, agreement to transfersub-leases, option licenses or right with respect tosub-licenses and other agreements, or Lien onin each case, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to entered into in the ordinary course of business; (v) customary provisions restricting assignment of any contract entered into by any Borrower or any Restricted Subsidiary of any Borrower in the ordinary course of business; (vi) any agreement or instrument of a Person acquired as permitted hereunder, which restriction is not relating applicable to any Debt, and that do not, individually Person or in the aggregate, materially detract from the value properties or assets of any property Person, other than the Person or the properties or assets of the Company Person acquired pursuant to the respective acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective acquisition; (vii) customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by any Borrower or any Material Subsidiaryof its Subsidiaries in the ordinary course of business; (viii) restrictions on the transfer of assets securing purchase money obligations and capitalized lease obligations which are permitted hereunder; (ix) customary net worth provisions contained in real property leases entered into by Subsidiaries of any Borrower, so long as the Lead Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrowers and their Restricted Subsidiaries to meet their ongoing obligations, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9x) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements contracts entered into in the ordinary course of business, ; and (10xi) those with respect customary provisions 9656966v8 in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to any Lien that is permitted to be incurred pursuant to Section 8.06such joint venture.
Appears in 1 contract
Samples: Credit Agreement (Lands' End, Inc.)
Burdensome Agreements. The Company shall notExcept as provided in this Agreement or another Loan Document, nor shall it permit its Material Subsidiaries to, enter into, create or permit otherwise cause or suffer to exist, exist or become effective any consensual Contractual Obligation that encumbrance or restriction of any kind on such Loan Party’s or Significant Subsidiary’s ability to (a) encumbers pay dividends or restricts the ability make any other distributions on any of its Equity Interests, (b) repay or prepay any Indebtedness owed by such Material Loan Party or Significant Subsidiary to (i) make dividends any Borrower or distributions to any other Subsidiary of the CompanyBorrowers, (ii) pay any Debt or other obligation owed to the Company, (iiic) make loans or advances to any Borrower or any other Subsidiary of the Company, Borrowers or (ivd) transfer any of its property or assets to the Company any Borrower or (b) encumbers or restricts the ability any other Subsidiary of the Company or such Material Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, exceptBorrowers, in each casecase other than (i) customary non-assignment provisions of leases, those subleases and sublicenses and similar agreements and in other contracts (1) existing and applicable solely to the rights and obligations under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreementcontracts), (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3ii) with respect to any Person or the specific property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred to be sold pursuant to an executed agreement in connection with a Disposition permitted under Section 7.05, (iii) encumbrances or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, restrictions under documents with respect to Indebtedness permitted under (A) Section 7.03(b) (provided that the encumbrances or restrictions in under documents with respect to any refinancing, refunding, renewal or extension of such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings Indebtedness are not materially more restrictiverestrictive than the encumbrances or restrictions under the Indebtedness being refinanced, taken as a wholerefunded, than those in effect at the time of the acquisitionrenewed or extended) or (B) Section 7.03(e), (4iv) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating pursuant to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreementsPermitted Lien, and (9v) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course pursuant to terms subordinating intercompany Indebtedness to claims of business, pension trustees and (10vi) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.06the terms of any Bank Products.
Appears in 1 contract
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, Enter into or permit to exist, exist any consensual Contractual Obligation (other than this Agreement or any other Loan Document) that (a) encumbers or restricts limits the ability of such Material Subsidiary to (i) of any Subsidiary to make dividends Restricted Payments or other distributions to the Companyany Loan Party or to otherwise transfer property to or invest in a Loan Party, (ii) pay of any Debt or other obligation owed Subsidiary to Guarantee the CompanyObligations, (iii) of any Subsidiary to make or repay loans to a Loan Party, or advances to the Company, (iv) transfer of the Loan Parties or any Subsidiary to create, incur, assume or suffer to exist Liens on property of its property such Person in favor of the Agent; provided, however, that this clause (iv) shall not prohibit (A) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under clauses (c) or (f) of the definition of Permitted Indebtedness solely to the Company or (b) encumbers or restricts the ability of the Company or extent any such Material Subsidiary to negative pledge its property pursuant relates to the Loan Documents property financed by or any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those (1) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any subject of such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreementIndebtedness, (2B) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition customary anti-assignment provisions in licenses and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements contracts entered into in the ordinary course of businessbusiness restricting the assignment thereof or in contracts for the Disposition of any assets or any Subsidiary permitted under this Agreement, provided that the restrictions in any such contract shall apply only to the assets or Subsidiary that is subject to such contract or to be Disposed of, (C) provisions in leases of real property that prohibit mortgages or pledges of the lessee's interest under such lease or restricting subletting or assignment of such lease; (D) any encumbrance or restriction contained in any agreement of a Person acquired in a Permitted Investment, which encumbrance or restriction was in existence at the time of such Permitted Investment (but not created in connection therewith or in contemplation thereof) and (10) those with respect which encumbrance or restriction is not applicable to any Lien that is Person or the properties or assets of any Person, other than the Person or the property and assets of the Person so acquired, or (E) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures to the extent such joint ventures are permitted to be incurred pursuant to Section 8.06hereunder.
Appears in 1 contract
Samples: Credit Agreement (Bluefly Inc)
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter (a) Enter into, or permit to exist, any consensual Contractual Obligation that (a) encumbers or restricts on the ability of any such Material Subsidiary Person to (i) make pay dividends or make any other distributions to the Companyany Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Debt Indebtedness or other obligation owed to the Companyany Loan Party, (iii) make loans or advances to the Companyany Loan Party, (iv) sell, lease or transfer any of its property to the Company any Loan Party, or (bv) encumbers if such Person is the Borrower or restricts the ability of the Company any Domestic Subsidiary (other than an Excluded Subsidiary or such Material Subsidiary to pledge its property Bank Subsidiary), act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, exceptexcept in respect of any of the matters referred to in clauses (i)-(iv) above for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(e) or Section 8.03(f), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 or otherwise arising in connection with a transaction that would constitute a Change of Control upon the consummation thereof, in each case, those (1) existing under pending the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time consummation of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or assetsale, (5) existing by virtue of any transfer ofcustomary provisions restricting assignments, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale subletting or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case transfers contained in joint ventureleases, partnership or limited liability company agreements, licenses and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other similar agreements entered into in the ordinary course of business, (6) restrictions applicable to Indebtedness, assets or Equity Interests of a Person acquired by the Borrower or any Subsidiary as in effect at the time of acquisition, so long as such restrictions were not incurred in connection with, or in contemplation of, such acquisition, including amendments to such instruments and refinancings of such Indebtedness, so long as the restrictions in such amendment or in the instrument governing such refinancing Indebtedness (A) are no less favorable in any material respect, when taken as a whole, to the Lenders than the restrictions contained in the original instrument (as reasonably determined by the Borrower in good faith) and (10B) those with respect are not expanded to apply to any Lien that is permitted additional Loan Parties or Subsidiaries, (7) customary provisions in joint venture agreements, financing agreements related to be joint ventures, and other similar agreements relating solely to the securities, assets and revenues of joint ventures and (8) any agreement governing Indebtedness incurred pursuant to Section 8.068.03(k) if either (A) the Board of Directors of the Borrower, or a duly constituted committee thereof, in its reasonable and good faith judgment determines that (x) such encumbrances or restrictions will not affect the ability of the Borrower to make principal, interest or fee payments on the Obligations or any other Indebtedness of the Borrower and (y) such encumbrances or restrictions are not less favorable in any material respect to the Lenders than is customary in comparable financings or agreements or (B) such Indebtedness is incurred by a Subsidiary that is not a Loan Party; provided that (x) the aggregate amount of Indebtedness permitted under this clause (B) shall not exceed $5,000,000 in the aggregate and (y) such encumbrances or restrictions shall apply only to those Subsidiaries obligated on such Indebtedness and the Subsidiaries of such Subsidiaries.
Appears in 1 contract
Samples: Credit Agreement (Green Dot Corp)
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, or permit to exist, Enter into any consensual Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability (a) encumbers of any Restricted Subsidiary to make Restricted Payments to the Borrower or restricts any other Restricted Subsidiary or to otherwise transfer property to the Borrower, (b) of any Restricted Subsidiary to Guarantee the Obligations of the Borrower or any other Restricted Subsidiary, or (c) of the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person to secure the Obligations of such Person; provided, however, that this clause (c) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.03(e), (f), or (g) solely to the extent any such negative pledge relates to the property financed by or the subject of any Lien securing such Indebtedness; provided, further, that in the case of any Restricted Subsidiary which is a joint venture between the Borrower and/or any other Restricted Subsidiary, on the one hand, and any Joint-Venture Partner, on the other hand, where all the owners of the Equity Interests of such joint venture Restricted Subsidiary have entered, or may in the future enter, into a Contractual Obligation with such Restricted Subsidiary limiting the ability of such Material Restricted Subsidiary to (i) to make dividends or distributions to the CompanyRestricted Payments to, (ii) pay any Debt Guaranty the Indebtedness of, or other obligation owed to the Company, (iii) make loans or advances to grant any Lien on the Company, (iv) transfer any property of its property to such Restricted Subsidiary for the Company or (b) encumbers or restricts the ability of the Company or such Material Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, exceptbenefit of, in each case, those (1) existing under any owner of the Loan Documents Equity Interests in such joint venture Restricted Subsidiary, this Section 7.09 shall not prohibit any such Contractual Obligation; and provided, further, that neither the Borrower nor any other agreement in effect Restricted Subsidiary shall waive their rights to the benefits of any such Contractual Obligation as against any Joint-Venture Partner to permit such joint venture Restricted Subsidiary to Guaranty the Indebtedness of such Joint Venture Partner or to xxxxx x Xxxx on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation Restricted Subsidiary for the benefit of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, and (10) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.06Joint Venture Partner.”
Appears in 1 contract
Samples: Discovery Communications, Inc.
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries toExcept to the extent included as of the Closing Date in the provisions of any Contractual Obligation listed in Schedule 7.11, enter into, incur or permit to existexist any agreement or other arrangement that prohibits, restricts or imposes any consensual Contractual Obligation that condition upon (ai) encumbers or restricts the ability of such Material the Borrower or any Subsidiary to (i) make dividends create, incur or distributions permit to the Companyexist any Lien upon any of its property or assets, or (ii) the ability of any Subsidiary to pay any Debt dividends or other obligation owed distributions with respect to the Company, (iii) any of its Capital Stock or to make or repay loans or advances to the Company, (iv) transfer Borrower or any of its property other Subsidiary or to the Company or (b) encumbers or restricts the ability guarantee Indebtedness of the Company Borrower or any other Subsidiary if any such Material Subsidiary prohibition, restriction or condition is materially more burdensome to pledge its property pursuant to any Loan Party than any similar prohibition, restriction or condition contained in this Agreement or any other Loan Document; provided that the foregoing shall not apply to: restrictions and conditions imposed by law, by this Agreement or the other Loan Documents or the 364-Day Credit Documents; any renewals, refinancings, exchanges, refundings Special Purpose Subsidiary or extension thereof, except, in each case, those (1) existing any agreement or other arrangement entered into by the Borrower or any of the Subsidiaries incidental to a transaction involving a Special Purpose Subsidiary which transaction is otherwise permitted under the Loan Documents terms of this Agreement; restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and any other agreement similar agreements entered into in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, ordinary course of business (provided that such restrictions are limited to the encumbrances and restrictions in any property or assets secured by such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person Liens or the property or assets of a Person acquired by subject to such leases, licenses or similar agreements, as the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or case may be); restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, agreements evidencing Indebtedness (4A) permitted by Section 7.03(e) that restrict impose restrictions on the property so acquired and (B) secured by cash collateral in a customary manner the subletting, assignment compliance with Section 7.01 that imposes restrictions on any cash collateral therefor; restrictions on property to be transferred or transfer of any property optioned that are or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing were created by virtue of any transfer of, agreement to transfer, transfer or option or right with respect toto any property, assets or Lien on, any property or assets of the Company or any Material Subsidiary Capital Stock not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating under this Agreement; restrictions and conditions applicable to any DebtSubsidiary acquired after the date hereof if such restrictions and conditions existed at the time such Subsidiary was acquired, were not created in anticipation of such acquisition, and that do not, individually or applying solely to such acquired Subsidiary; restrictions contained in any working capital facility entered into by a Subsidiary organized under the aggregate, materially detract from the value laws of any property or foreign country and applying solely to such Subsidiary; provided that the aggregate Fair Market Value of assets subject to any such facilities shall not at any time exceed 2% of Consolidated Total Assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all Borrower and its Subsidiaries as of the capital stock of, or property last day of the immediately preceding fiscal quarter; and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, restrictions in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in connection with the ordinary course incurrence of businessPermitted Liens, to the extent they condition, prohibit or limit the ability of the Collateral Agent or the Lenders from obtaining a lien on the property, rights and assets subject to such Permitted Lien. In no event shall any agreement or other arrangement (10except as permitted under Sections 7.11(a) those with respect through 7.11(h)) restrict the ability of the Borrower or any of its Subsidiaries to any Lien that is permitted to be incurred pursuant to Section 8.06grant Liens in favor of the Lenders under the Loan Documents or the lenders under the 364- Day Credit Documents.
Appears in 1 contract
Samples: Credit Agreement (Solectron Corp)
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, Enter into or permit to exist, exist any consensual Contractual Obligation (other than this Agreement or any other Loan Document) that (a) encumbers or restricts limits the ability of such Material Subsidiary to (i) of any Subsidiary to make dividends or distributions Restricted Payments to the CompanyBorrower or any Guarantor or to otherwise transfer property to or invest in the Borrower or any Guarantor, (ii) pay of any Debt Subsidiary to Guarantee the Indebtedness of the Borrower or other obligation owed to the Company, (iii) make loans of the Borrower or advances to the Company, (iv) transfer any of its the Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property to of such Person for the Company or (b) encumbers or restricts the ability benefit of the Company or such Material Subsidiary Secured Parties to pledge its property pursuant to secure the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, Obligations; except, in each case, those for (1i) existing under the Loan Documents and any other agreement in effect on at the Closing Date and time any Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower or in each case that are set forth in any agreement evidencing any amendments, modifications, restatements, renewalssupplements, modifications, extensions, supplementsrenewals and replacements of the foregoing, refundingsso long as such amendment, replacements restatement, supplement, modification, extension, renewal or refinancings thereofreplacement does not expand in any material respect the scope of any restriction or condition contained therein, (ii) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.02(e) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness; (iii) restrictions by reason of customary provisions restricting assignments, subletting, sublicensing, pledging or other transfers contained in leases, subleases or licenses, (provided that such restrictions are limited to the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person agreement itself or the property or assets of a Person acquired secured by such Liens or the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of subject to such leases, subleases or licenses, as the Company case may be); (iv) any restriction pursuant to any document, agreement or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising instrument governing or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material SubsidiaryLien permitted under Section 7.01(e), (7i), (j), (k) existing under, by reason of or with respect and (t) (other than Section 7.01(a)) (provided that any such restriction relates only to any agreement for the sale or other disposition of all or substantially all of the capital stock of, assets or property subject to such Lien); and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and v) customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.03 and applicable solely to equity interests in such joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, and (10) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.06.
Appears in 1 contract
Samples: Security Agreement (Brocade Communications Systems Inc)
Burdensome Agreements. The Company shall not, nor shall it permit its wholly-owned Material Subsidiaries to, enter into, or permit to exist, any consensual Contractual Obligation that (a) encumbers or restricts the ability of such wholly-owned Material Subsidiary to (i) make dividends or distributions to the Company, (ii) pay any Debt or other obligation owed to the Company, (iii) make loans or advances to the Company, (iv) transfer any of its property to the Company or (b) encumbers or restricts the ability of the Company or such wholly-owned Material Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those (1) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, and (10) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.068.05.
Appears in 1 contract
Burdensome Agreements. The Company Borrower shall not, nor shall it permit its Material Subsidiaries any Subsidiary to, enter into, or permit to exist, into any consensual Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of any Subsidiary to pay dividends or make other distributions on its capital stock to the Borrower or any Subsidiary owning such capital stock or otherwise transfer property to the Borrower or any Subsidiary. Notwithstanding the foregoing, nothing in this Section 7.08 shall prohibit (a) encumbers any limitations or restricts restrictions contained in Contractual Obligations existing on the ability of such Material Subsidiary to (i) make dividends Effective Date or distributions to entered into in connection with the CompanyRARE Acquisition, (ii) pay any Debt or other obligation owed to the Company, (iii) make loans or advances to the Company, (iv) transfer any of its property to the Company or (b) encumbers limitations or restricts the ability of the Company or such Material Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those (1) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company Borrower or any Material a Subsidiary and existing at the time of such acquisition and acquisition, which limitations or restrictions are not incurred in connection with or in contemplation of such acquisition and applicable to any amendmentsother Person, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances (c) customary limitations or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, acquisition agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to a Person subject to any agreement for disposition by the sale Borrower or a Subsidiary, which limitations or restrictions are not applicable to any other disposition Person, and (d) limitations or restrictions consisting of all or substantially all of the capital stock ofcustomary net worth, or property leverage and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect tofinancial covenants, customary supermajority voting provisions covenants regarding the merger or sale of assets of a Subsidiary, customary restrictions on transactions with Affiliates, and customary subordination provisions with respect to the disposition or distribution of assets or propertyintercompany debt, in each case contained in, or required by, any Contractual Obligation governing Indebtedness of a Subsidiary permitted under Section 7.03; provided that the limitations or restrictions contained in joint ventureany extensions, partnership refinancings, renewals or limited liability company agreements, replacements of the Contractual Obligations referred to in clauses (a) and (9b) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, are no less favorable in each case, under contracts, leases or other agreements entered into in the ordinary course of business, and (10) those with any material respect to any Lien the Lenders than those that is permitted to be incurred pursuant to Section 8.06are being extended, refinanced, renewed or replaced.
Appears in 1 contract
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter Enter into, or permit to exist, any consensual Contractual Obligation that (a) encumbers or restricts the ability of any such Material Subsidiary Person to (i) make dividends or distributions Restricted Payments to the Companyany Loan Party, (ii) pay any Debt Indebtedness or other obligation owed to the Companyany Loan Party, (iii) make loans or advances to the Companyany Loan Party, (iv) transfer with respect solely to any Loan Party, create any Lien upon any of its property to the Company their properties or assets (bother than any Excluded Property) encumbers or restricts the ability of the Company or such Material Subsidiary to pledge its property pursuant to the Loan Documents or (v) with respect solely to any renewalsLoan Party, refinancings, exchanges, refundings or extension thereof, exceptact as a Loan Party pursuant to the Loan Documents, in each case, those except for (1A) existing under the Loan Documents this Agreement and any Loan Documents, (B) any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (C) customary restrictions and conditions contained in any agreement relating to the sale, lease, license or other agreement Disposition of any Property pending the consummation of the Disposition or during the term of such lease or license, (D) Indebtedness permitted hereunder that is not governed by the laws of the United States or any state or political subdivision thereof and that is incurred by any Subsidiary that is not a Loan Party, (E) customary restrictions on cash or other deposits (including escrowed funds) or net worth imposed under Contractual Obligations, and (F) Contractual Obligations in effect on at the Closing Date time a Person becomes a Subsidiary, so long as such Contractual Obligation was not entered into in contemplation of such Person becoming a Subsidiary and any amendmentsamendment, modificationsmodification, restatementsrefinancing, renewalsreplacement, extensions, supplements, refundings, replacements renewal or refinancings thereof, provided extension thereof that does not materially expand the encumbrances and restrictions in scope of any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements encumbrance or refinancings are not materially more restrictiverestriction, taken as a whole, which encumbrance or restriction is not applicable to the properties or assets of any Loan Party, other than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person the Subsidiary or the property or assets of a Person the Subsidiary so acquired by or (b) with respect solely to any Loan Party, requires the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer grant of any Lien on property or asset that for any obligation if a Lien on such property is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement given as security for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, and (10) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.06Secured Obligations.
Appears in 1 contract
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, or permit to exist, Enter into any consensual Contractual Obligation (other than this Agreement or any other Loan Document) that (a) encumbers or restricts limits the ability of such Material any Subsidiary (other than a Special Purpose Finance Subsidiary) to (i) make dividends or distributions Restricted Payments to the Company, (ii) pay Borrower or any Debt Guarantor or other obligation owed to the Company, (iii) make loans or advances to the Company, (iv) otherwise transfer any of its property to the Company or (b) encumbers or restricts the ability of the Company or such Material Subsidiary to pledge its property pursuant to the Loan Documents Borrower or any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those (1) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or propertyGuarantor, in each case contained other than (i) any limitation consisting of customary non-assignment provisions in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements Contractual Obligations entered into in the ordinary course of businessbusiness to the extent such provisions restrict the transfer or assignment of such agreement, (ii) any limitation pursuant to a Lien permitted under clause (i) or (j) of Section 7.01 to the extent such provisions restrict the transfer of the property subject to such agreements, (iii) customary limitations on the Disposition of an asset pursuant to an agreement with a Person that is not an Affiliate to Dispose of such asset to such Person to the extent such Disposition is permitted by Section 7.05, (iv) customary limitations on the Borrower or any of its Subsidiaries party to a Permitted Securitization Facility that restrict the transfer of the Borrower’s or any such Subsidiary’s interest in accounts receivable (and related supporting obligations and books and records) subject to such Permitted Securitization Facility, and (10v) those limitations set forth in documents governing Indebtedness permitted under Section 7.03(d) so long as such limitations are not applicable to any Person, or the properties or assets of any Person, other than the Person(s), or the property or assets of the Person(s), that are the subject of the applicable Acquisition, or (b) at any time prior to the Collateral Release Date, prohibits, restricts, or imposes any condition upon the ability of the Borrower or any of its Restricted Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets (other than any Excluded Assets) in favor of the Administrative Agent (or its agent or designee) for the benefit of the Secured Parties securing any of the Obligations other than prohibitions, restrictions or conditions (i) contained in any Loan Document, the Senior Notes, or any document governing any Incremental Equivalent Debt, Permitted External Refinancing Debt, Specified Secured Indebtedness or any Permitted Refinancing in respect thereof; (ii) in licenses, leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien); provided that such restriction or limitation is limited to the assets subject to such license, lease or contract; (iii) customary limitations contained in any agreement with respect to any Lien a Disposition permitted under Section 7.05, (iv) contained in Acquired Indebtedness and Permitted Refinancings thereof; provided that is permitted the restrictive provisions in such Permitted Refinancing are not materially more restrictive than the restrictive provisions in the Acquired Indebtedness being refinanced and such restrictions are limited to be the Persons or assets being acquired or the Subsidiaries of such Persons and their assets; (v) customary restrictions in joint venture arrangements or management contracts; provided that such restrictions are limited to assets of such joint venture and the Equity Interests of the Persons party to such arrangement or contract; (vi) contained in the Indebtedness of Foreign Subsidiaries incurred pursuant to Section 8.067.03 and Permitted Refinancings thereof; provided that such restrictions only apply to the Foreign Subsidiaries incurring such Indebtedness and their Subsidiaries (and the assets thereof); and (vii) contained in Indebtedness used to finance, or incurred for the purpose of financing, purchase money obligations for fixed or capital assets; provided that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such Indebtedness. Notwithstanding the foregoing, it is acknowledged and agreed that subsection (a) of the preceding sentence shall not prohibit contractual obligations limiting Restricted Payments to the extent such limitations are no more restrictive or onerous than the provisions of Section 7.06.
Appears in 1 contract
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, or permit to exist, Enter into any consensual Contractual Obligation (other than this Agreement or any other Loan Document) that (a) encumbers or restricts limits the ability of such Material any Subsidiary (other than a Special Purpose Finance Subsidiary) to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to the Borrower or any Guarantor, in each case other than (i) make dividends or distributions any limitation consisting of customary non-assignment provisions in Contractual Obligations entered into in the ordinary course of business to the Companyextent such provisions restrict the transfer or assignment of such agreement, (ii) pay any Debt limitation pursuant to a Lien permitted under clause (i) or other obligation owed (j) of Section 7.01 to the Companyextent such provisions restrict the transfer of the property subject to such agreements, (iii) make loans or advances customary limitations on the Disposition of an asset pursuant to an agreement with a Person that is not an Affiliate to Dispose of such asset to such Person to the Companyextent such Disposition is permitted by Section 7.05, (iv) transfer customary limitations on the Borrower or any of its property Subsidiaries party to a Permitted Securitization Facility that restrict the Company or (b) encumbers or restricts the ability transfer of the Company or such Material Subsidiary to pledge its property pursuant to the Loan Documents Borrower’s or any renewalssuch Subsidiary’s interest in accounts receivable (and related supporting obligations and books and records) subject to such Permitted Securitization Facility, refinancings, exchanges, refundings (v) limitations set forth in documents governing Indebtedness permitted under Section 7.03(d) or extension thereof, except, in each case, those (1Section 7.03(k) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any so long as such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings limitations are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason ofapplicable to any Person, or with respect tothe properties or assets of any Person, applicable lawother than the Person(s), rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company Person(s), that are the subject of the applicable Acquisition, (vi) limitations set forth in the Senior Notes or any Material Subsidiary existing at the time of such acquisition and not incurred document governing any Incremental Equivalent Debt, Permitted External Refinancing Debt or any Permitted Refinancing in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings respect thereof, provided that the encumbrances or restrictions (vii) customary limitations in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or joint venture 146 agreements and other similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to agreements entered into in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions business with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9viii) restrictions on limitations imposed by customers under Contractual Obligations entered into the ordinary course of business with respect to cash or other deposits or net worth imposed by customers worth, (ix) limitations set forth in agreements governing Indebtedness, Disqualified Equity Interests or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course preferred Equity Interests of business, and (10) those with respect to any Lien Restricted Subsidiary that is an Excluded Subsidiary so long as such Indebtedness, Disqualified Equity Interests or preferred Equity Interests are permitted to be incurred hereunder; provided that, in the good faith determination of the Borrower, the provisions relating to such restrictions contained in such agreements, taken as a whole, are not materially more restrictive than the corresponding provisions contained in this Agreement, (x) limitations set forth documents governing Indebtedness permitted under Section 7.03(h) or Section 7.03(i) so long as the limitation contained therein is no less favorable to the Lenders than that which exists in this Agreement and (xi) limitations set forth in documents governing any Indebtedness permitted to be secured hereunder so long as such limitations apply only to the Person obligated under such Indebtedness and its Subsidiaries or the property or assets intended to secure such Indebtedness or (b) prohibits, restricts, or imposes any condition upon the ability of the Borrower or any of its Restricted Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets (other than any Excluded Assets) in favor of the Administrative Agent (or its agent or designee) for the benefit of the Secured Parties securing any of the Obligations other than prohibitions, restrictions or conditions (i) contained in any Loan Document, the Senior Notes or any document governing any Incremental Equivalent Debt, Permitted External Refinancing Debt or any Permitted Refinancing in respect thereof; (ii) in licenses, leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien); provided that such restriction or limitation is limited to the assets subject to such license, lease or contract; (iii) customary limitations contained in any agreement with respect to a Disposition permitted under Section 7.05, (iv) contained in Acquired Indebtedness and Permitted Refinancings thereof; provided that the restrictive provisions in such Permitted Refinancing are not materially more restrictive than the restrictive provisions in the Acquired Indebtedness being refinanced and such restrictions are limited to the Persons or assets being acquired or the Subsidiaries of such Persons and their assets; (v) customary restrictions in joint venture arrangements or management contracts; provided that such restrictions are limited to assets of such joint venture and the Equity Interests of the Persons party to such arrangement or contract; (vi) contained in the Indebtedness of Foreign Subsidiaries incurred pursuant to Section 8.067.03 and Permitted Refinancings thereof; provided that such restrictions only apply to the Foreign Subsidiaries incurring such Indebtedness and their Subsidiaries (and the assets thereof); and (vii) contained in Indebtedness used to finance, or incurred for the purpose of financing, purchase money obligations for fixed or capital assets; provided that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such Indebtedness. Notwithstanding the foregoing, it is acknowledged and agreed that clause (a) of the preceding sentence shall not prohibit contractual obligations limiting Restricted Payments to the extent such limitations are no more restrictive or onerous than the provisions of Section 7.06.
Appears in 1 contract
Burdensome Agreements. The Company Borrower shall not, nor and shall it not permit its Material Subsidiaries to, any Subsidiary to enter into, or permit to exist, into any consensual Contractual Obligation (other than this Agreement or any other Loan Document) that (a) encumbers or restricts limits the ability of such Material Subsidiary to (i) of any Subsidiary to make dividends or other distributions to the Company, Borrower or any Guarantor or otherwise transfer property to Borrower or any Guarantor or (ii) pay of Borrower or any Debt Subsidiary to create, incur, assume or other obligation owed suffer to exist Liens on property of such Persons, provided, however, that this clause (ii) shall not prohibit any negative pledge incurred or provided (A) in favor of any holder of indebtedness permitted under paragraph 7.26(c) solely to the Companyextent any negative pledge relates to property financed by or the subject of such indebtedness or, (iiiB) make loans as provided in the documents governing the Private Placement Debt, (C) relating to property existing at the time of the acquisition thereof, so long as the restriction or advances condition relates only to the Companyproperty so acquired, (ivD) transfer any of its property to the Company in connection with a renewal, extension, refinancing, refund or replacement (b) encumbers or restricts the ability of the Company or such Material Subsidiary to pledge its property pursuant to the Loan Documents or any successive extensions, renewals, refinancings, exchangesrefunds or replacements) of indebtedness issued under an agreement referred to in clauses (A) through (C) above, refundings or extension thereof, except, in each case, those (1) existing under so long as the Loan Documents restrictions and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions conditions contained in any such amendmentsrenewal, modificationsextension, restatementsrefinancing, renewals, extensions, supplements, refundings, replacements refund or refinancings are not materially more restrictivereplacement agreement, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those restrictive that the restrictions and conditions contained in effect at the time of the acquisitionoriginal agreement, (4E) constituting customary provisions restricting subletting or assignment of any leases of Borrower or any Subsidiary or provisions in agreements that restrict in a customary manner the subletting, assignment of such agreement or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or assetrights thereunder, (5F) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for constituting restrictions on the sale or other disposition of all or substantially all any property securing indebtedness as a result of the capital stock of, or a Lien on such property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other dispositionpermitted hereunder, (8) existing under, by reason of, or with respect to, G) constituting customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or cash, other deposits or net worth assets imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, and other persons under contracts, leases or other agreements contract entered into in the ordinary course of business, and (10H) those constituting any restriction or condition with respect to property under an agreement that has been entered into for the disposition of such property, provided that such disposition is otherwise permitted hereunder, or (I) constituting any restriction or condition with respect to property under a charter, lease or other agreement that has been entered into for the employment of such property; or (b) requires the grant of a Lien that to secure an obligation of such Person if a Lien is permitted granted to be incurred pursuant to Section 8.06secure another obligation of such Person, except as provided herein or in the documents governing the Private Placement Debt.
Appears in 1 contract
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, Enter into or permit to existexist any Contractual Obligation (other than this Agreement, any consensual Contractual Obligation other Loan Document or any Senior Notes Document) that (a) encumbers or restricts limits the ability of such Material Subsidiary to (i) of any Subsidiary to make dividends or distributions Restricted Payments to the CompanyBorrower or any Guarantor or to otherwise transfer property to or invest in the Borrower or any Guarantor, (ii) pay of any Debt Subsidiary to Guarantee the Indebtedness of the Borrower or other obligation owed to the Company, (iii) make loans of the Borrower or advances any Subsidiary to the Companycreate, (iv) transfer any incur, assume or suffer to exist Liens on property of its property to the Company such Person or (b) encumbers or restricts requires the ability grant of the Company or a Lien to secure an obligation of such Material Subsidiary Person if a Lien is granted to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except, secure another obligation of such Person; in each case, those case except for any agreement (1A) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendmentsset forth on Schedule 7.09 (or a modification, modificationsreplacement, restatements, renewals, extensions, supplements, refundings, replacements renewal or refinancings thereof, provided extension thereof that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are does not materially more restrictive, taken as a whole, than those contained result in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) agreement being more restrictive with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition Borrower and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions its Subsidiaries in any such amendmentsmaterial respect as to the matters described in clauses (a) and (b) above than as in effect on the Closing Date), modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those (B) in effect at the time any Subsidiary becomes a Subsidiary of the acquisitionBorrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of such Borrower, (4C) that restrict has been entered into in a customary manner connection with the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition Disposition of all or substantially all of the capital stock of, Equity Interests or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending of such sale or other dispositionSubsidiary, (8) existing under, D) governing Indebtedness permitted by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect Section 7.02 to the disposition or distribution of assets or propertyextent not affecting the Loan Parties’ ability to grant Liens on the Collateral and to Guarantee and perform the Obligations, in each case contained pursuant to the Loan Documents, or any customary provisions in leases, subleases, sublicenses, contracts for management or development of property and other contracts restricting the same, (E) governing any non-Wholly-Owned Subsidiary or joint ventureventure or a Contractual Obligation thereof, partnership or limited liability company agreements, and (9F) restrictions on relates to cash or other deposits (including escrowed funds) received by the Borrower or net worth imposed any of its Subsidiaries or (G) relates to assets subject to Liens permitted by customers or lessors or required by insurance, surety or bonding companiesSection 7.01 to the extent not affecting the Loan Parties’ ability to grant Liens on the Collateral and to Guarantee and perform the Obligations, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, and (10) those with respect to any Lien that is permitted to be incurred case pursuant to the Loan Documents; provided, however, that this clause (iii) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.067.02 solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness.
Appears in 1 contract
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, or permit to exist, Enter into any consensual Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability (a) encumbers or restricts the ability of such Material any Subsidiary to (i) make dividends Restricted Payments to Borrower or distributions any Subsidiary or to the Company, (ii) pay any Debt or other obligation owed to the Company, (iii) make loans or advances to the Company, (iv) otherwise transfer any of its property to the Company Borrower or any Subsidiary, or (b) encumbers of any Subsidiary to guarantee the Indebtedness of Borrower, except for any limitation existing under or restricts by reason of (i) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Borrower or a Subsidiary; (ii) customary provisions restricting assignment of any agreement entered into by Borrower or a Subsidiary in the ability ordinary course of business; (iii) agreements with any holder of a Lien permitted by Section 7.01 restricting the transfer of the Company or such Material Subsidiary to pledge its property pursuant subject thereto; (iv) customary restrictions and conditions contained in any agreement relating to the Loan Documents or Disposition of any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those property permitted under Section 7.05 pending the consummation of such Disposition; (1v) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time such Subsidiary becomes a Subsidiary of Borrower, so long as such acquisition and agreement was not incurred entered into in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as person becoming a whole, than those in effect at the time Subsidiary of the acquisition, Borrower; (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9vi) restrictions on cash or other deposits or net worth imposed by customers suppliers or lessors or required by insurance, surety or bonding companies, in each case, landlords under contracts, leases or other agreements contracts entered into in the ordinary course of business, ; and (10vii) those with respect any restriction on property acquired or leased pursuant to any Lien instrument governing Indebtedness permitted by Section 7.03(c) and (f), provided that is none of the provisions of the indentures for the Senior Subordinated Notes existing as of the date of this Agreement (or the provisions of any indenture in respect of additional or replacement Subordinated Debt permitted by Section 7.03(b)) shall be deemed to be incurred pursuant to Section 8.06violate this Section.
Appears in 1 contract
Samples: Credit Agreement (Herbst Gaming Inc)
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries toAfter the date of this Agreement, enter into, or permit to exist, into any consensual Contractual Obligation (other than (x) this Agreement or any other Loan Document and (y) Permitted Debt Restrictions) that (a) encumbers or restricts limits the ability of such Material Subsidiary to (i) of any Restricted Subsidiary to make dividends or distributions Restricted Payments to the CompanyBorrower or any Guarantor or to otherwise transfer property to the Borrower or any Guarantor, (ii) pay of any Debt Restricted Subsidiary to Guarantee the Indebtedness of the Borrower or other obligation owed to the Company, (iii) make loans of the Borrower or advances any Restricted Subsidiary to the Companycreate, (iv) transfer incur, assume or suffer to exist Liens on property of such Person to secure any of its property to the Company Loan Documents or (b) encumbers requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person, or restricts amend any Contractual Obligation existing on the ability date of the Company this Agreement so as to impose or make more restrictive such Material Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, excepta limitation, in each casecase other than the following: (A) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.03(b) and Section 7.03(f) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or property subject to a Lien permitted hereunder which secures such Indebtedness, those (1B) existing under the Loan Documents Swap Contracts and any other agreement Guarantee in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any respect of such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreementSwap Contracts, (2C) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions imposed by reason of customary provisions contained in leases, licenses, joint ventures agreements and similar agreements entered into in the ordinary course of business; (D) any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, encumbrances or refinancings restrictions that are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing were created by virtue of any transfer of, agreement to transfer, transfer or option or right with respect toto any property, assets or Lien on, any property or assets of the Company or any Material Subsidiary capital stock not otherwise prohibited by this Agreement; (E) any restrictions regarding licenses or sublicenses by the Loan Documents, (6) arising or agreed to Borrower and its Restricted Subsidiaries of intellectual property in the ordinary course of business, not relating to ; (F) any Debt, and that do not, individually or restrictions in a Contractual Obligation incurred in the aggregate, materially detract from the value ordinary course of any property or business and on customary terms which prohibit transfer of assets subject of the Company or any Material Subsidiary, applicable Contractual Obligation; (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9G) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurancecustomers, surety or bonding companiessuppliers or, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, other third parties; (H) any restrictions contained in agreements related to Indebtedness permitted by Section 7.03(e), (n) or (o); and (10I) those any restriction contained in a Contractual Obligation relating to property, an interest in which has been Disposed of to a Royalty Trust, in accordance with respect to any Lien that is permitted to be incurred pursuant to Section 8.067.05.
Appears in 1 contract
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, or permit to exist, Enter into any consensual Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability (a) encumbers of any Subsidiary to make Restricted Payments to the Borrower or restricts to otherwise transfer property to the ability Borrower or (b) of the Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Material Subsidiary Person; provided, however, the foregoing shall not apply to (i) make dividends or distributions to restrictions on the Company, (iicreation of Liens on property in favor of any holder of Indebtedness permitted under Section 7.03(b) pay any Debt or other obligation owed to the Company, (iii) make loans or advances to the Company, (iv) transfer any of its property to the Company or (b) encumbers or restricts h), provided that such restrictions shall not limit the ability of the Company or such Material Subsidiary Borrower and its Subsidiaries to pledge its property grant Liens required to be granted pursuant to the Loan Documents terms of this Agreement to secure the Obligations, or any renewals(ii), refinancings, exchanges, refundings or extension thereof, except, in each case, those (1) existing under the Loan Documents and any other agreement in effect restrictions on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason transfer of, or with respect tothe creation of Liens on, applicable law, rule, regulation property in favor of any holder of Indebtedness permitted under Section 7.03(e) or order, (3i) with respect solely to the extent any Person such restriction relates to the property financed by or the property subject of such Indebtedness, or assets (iii) customary provisions restricting subletting or assignment of any lease governing a Person acquired by leasehold interest of the Company Borrower or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements its Subsidiaries entered into in the ordinary course of business, and or (10iii) those customary provisions of a contract restricting assignment of the contract containing such restrictions, or (iv) any customary restriction with respect to any Lien that is permitted to be incurred a Subsidiary imposed pursuant to Section 8.06a merger agreement or an agreement entered into for the sale or disposition of all or substantially all the capital stock or assets of such Subsidiary pending the closing of such sale or disposition, or with respect to assets contained in asset sale agreements limiting the transfer of such assets pending the closing of such sale; or (c) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person.
Appears in 1 contract
Samples: Credit Agreement (United States Lime & Minerals Inc)
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, Enter into or permit to exist, exist any consensual Contractual Obligation (other than this Agreement or any other Loan Document) that (a) encumbers or restricts limits the ability of such Material Subsidiary to (i) of any Subsidiary to make dividends Restricted Payments or other distributions to the Companyany Loan Party or to otherwise transfer property to or invest in a Loan Party, (ii) pay of any Debt Subsidiary to Guarantee the Obligations or other obligation owed to the Company, (iii) make loans or advances to the Company, (iv) transfer any of its property to the Company or (b) encumbers or restricts the ability of the Company Loan Parties or such Material any Subsidiary to pledge its create, incur, assume or suffer to exist Liens on property pursuant to of such Person in favor of the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those (1) Agent except for encumbrances and restrictions under Contractual Obligations existing under or by reason of (i) this Agreement and the other Loan Documents and the Revolver Loan Documents; (ii) any other restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in effect on connection with the Closing Date and disposition of all or any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements portion of the equity interests or refinancings thereof, provided that assets of such Subsidiary; (iii) the encumbrances and restrictions provisions contained in any Permitted Indebtedness (and in any refinancing of such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially indebtedness so long as no more restrictive, taken as a whole, restrictive than those contained in such existing agreement, the respective Indebtedness so refinanced); (2iv) existing under, by reason of, customary provisions restricting subletting or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is lease governing a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue leasehold interest of any transfer of, agreement to transfer, option Borrower or right with respect to, or Lien on, any property or assets of the Company or any Material a Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements Borrower entered into in the ordinary course of business; (v) customary provisions restricting assignment of any contract entered into by any Borrower or any Subsidiary of any Borrower in the ordinary course of business; (vi) any agreement or instrument governing acquired Indebtedness permitted hereunder, which restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective acquisition; (vii) customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by any Borrower or any of its Subsidiaries in the ordinary course of business; (viii) restrictions on the transfer of assets securing purchase money obligations and capitalized lease obligations which are permitted hereunder; and (10ix) those with respect customary net worth provisions contained in real property leases entered into by Subsidiaries of any Borrower, so long as the applicable Borrower has determined in good faith that such net worth provisions could not reasonably be expected to any Lien that is permitted impair the ability of the Borrowers and their Subsidiaries to be incurred pursuant to Section 8.06meet their ongoing obligations.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Sears Hometown & Outlet Stores, Inc.)
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries toAfter the date of this Amended Agreement, enter into, or permit to exist, into any consensual Contractual Obligation (other than (x) this Agreement or any other Loan Document and (y) the Principal Debt Obligations and any permitted refinancing, refunding, renewal or extension thereof) that (a) encumbers or restricts limits the ability of such Material Subsidiary to (i) of any Subsidiary to make dividends or distributions Restricted Payments to the CompanyBorrower or any Guarantor or to otherwise transfer property to the Borrower or any Guarantor, (ii) pay of any Debt Subsidiary to Guarantee the Indebtedness of the Borrower or other obligation owed to the Company, (iii) make loans of the Borrower or advances any Subsidiary to the Companycreate, (iv) transfer incur, assume or suffer to exist Liens on property of such Person to secure any of its property to the Company Loan Documents or (b) encumbers requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person, or restricts amend any Contractual Obligation existing on the ability date of the Company this Agreement so as to impose or make more restrictive such Material Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, excepta limitation, in each casecase other than the following: (A) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.03(f) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or property subject to a Lien permitted hereunder which secures such Indebtedness, those (1B) existing under the Loan Documents Swap Contracts and any other agreement Guarantee in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any respect of such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreementSwap Contracts, (2C) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions imposed by reason of customary provisions contained in leases, licenses, joint ventures agreements and similar agreements entered into in the ordinary course of business; (D) any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, encumbrances or refinancings restrictions that are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing were created by virtue of any transfer of, agreement to transfer, transfer or option or right with respect toto any property, assets or Lien on, any property or assets of the Company or any Material Subsidiary capital stock not otherwise prohibited by this Agreement; (E) any restrictions regarding licenses or sublicenses by the Loan Documents, (6) arising or agreed to Borrower and its Subsidiaries of intellectual property in the ordinary course of business, not relating to ; (F) any Debt, and that do not, individually or restrictions in a Contractual Obligation incurred in the aggregate, materially detract from the value ordinary course of any property or business and on customary terms which prohibit transfer of assets subject of the Company or any Material Subsidiary, applicable Contractual Obligation; (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9G) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurancecustomers, surety or bonding companiessuppliers or, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, other third parties and (10H) those with respect any restrictions contained in agreements related to any Lien that is Indebtedness permitted to be incurred pursuant to by Section 8.067.03(c), (m) or (n).
Appears in 1 contract
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries toExcept as set forth on Schedule 7.09, enter into, or permit to exist, into any consensual Contractual Obligation (other than this Agreement or any other Loan Document) that (a) encumbers or restricts limits the ability of such Material Subsidiary to (i) of any Subsidiary to make dividends or distributions Restricted Payments to the Company, (ii) pay Company or any Debt Loan Party or other obligation owed to the Company, (iii) make loans or advances to the Company, (iv) otherwise transfer any of its property to the Company or any Loan Party, (bii) encumbers or restricts of any Subsidiary to Guarantee the ability Indebtedness of the Company or such Material any Loan Party or (iii) of the Company or any Subsidiary to create, incur, assume or suffer to exist Liens on property (including, for the avoidance of doubt, the fee-owned real property of the Company or any Subsidiary) of such Person; provided, however, that this clause (iii) shall not prohibit any negative pledge its property pursuant incurred or provided in favor of any holder of Indebtedness permitted under Section 7.03(e) solely to the Loan Documents extent any such negative pledge relates to the property financed by or any renewalsthe subject of such Indebtedness; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person, refinancings, exchanges, refundings or extension thereof, except, except in each case, those (1) case for prohibitions or restrictions existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of: (a) applicable Law; (b) restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Sections 7.03(e) to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (c) customary provisions restricting assignments, subletting, sublicensing, pledging or with respect toother transfers contained in leases, applicable law, rule, regulation or order, licenses and sales contracts (3) with respect provided that such restrictions are limited to any Person the agreement itself or the property or assets of a Person acquired by subject to such leases, licenses or sales contracts, as the Company case may be); (d) any restriction or encumbrance with respect to any Material Subsidiary existing at the time of such acquisition and not incurred asset which arises in connection with or in contemplation the Disposition of such acquisition asset, if such Disposition is otherwise permitted under Section 7.05; and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or (e) restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those agreement in effect at the time of the acquisition, (4) that restrict in any Subsidiary becomes a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets Subsidiary of the Company or any Material Subsidiary in connection with a Permitted Acquisition, so long as such agreement was not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of businessconnection with, and (10) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.06or in anticipation of, such Permitted Acquisition. 7.10.
Appears in 1 contract
Samples: Execution Version Credit Agreement (Columbus McKinnon Corp)
Burdensome Agreements. The Company shall notExcept as provided in this Agreement, nor shall it permit its Material Subsidiaries to, enter into, create or permit otherwise cause or suffer to exist, exist or become effective any consensual Contractual Obligation that encumbrance or restriction of any kind on such Loan Party’s or Significant Subsidiary’s ability to (a) encumbers pay dividends or restricts the ability make any other distributions on any of its Equity Interests, (b) repay or prepay any Indebtedness owed by such Material Loan Party or Significant Subsidiary to (i) make dividends any Borrower or distributions to any other Subsidiary of the CompanyBorrowers, (ii) pay any Debt or other obligation owed to the Company, (iiic) make loans or advances to any Borrower or any other Subsidiary of the Company, Borrowers or (ivd) transfer any of its property or assets to the Company any Borrower or (b) encumbers or restricts the ability any other Subsidiary of the Company or such Material Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, exceptBorrowers, in each casecase other than (i) customary non-assignment provisions of leases, those subleases and sublicenses and similar agreements and in other contracts (1) existing and applicable solely to the rights and obligations under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreementcontracts), (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3ii) with respect to any Person or the specific property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred to be sold pursuant to an executed agreement in connection with a Disposition permitted under Section 7.05, (iii) encumbrances or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, restrictions under documents with respect to Indebtedness permitted under (A) Section 7.03(b) (provided that the encumbrances or restrictions in under documents with respect to any refinancing, refunding, renewal or extension of such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings Indebtedness are not materially more restrictiverestrictive than the encumbrances or restrictions under the Indebtedness being refinanced, taken as a wholerefunded, than those in effect at the time of the acquisitionrenewed or extended) or (B) Section 7.03(e), (4iv) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating pursuant to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreementsPermitted Lien, and (9v) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, and (10) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.06terms subordinating intercompany Indebtedness to claims of pension trustees.
Appears in 1 contract
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, Enter into or permit to exist, exist any consensual Contractual Obligation (other than this Agreement or any other Loan Document) that (a) encumbers or restricts limits the ability of such Material Subsidiary to (i) of any Subsidiary to make dividends Restricted Payments to any Loan Party or distributions to the Company, (ii) pay any Debt or other obligation owed to the Company, (iii) make loans or advances to the Company, (iv) otherwise transfer any of its property to the Company or invest in any Loan Party, except (bA) encumbers or restricts the ability of the Company or such Material Subsidiary to pledge its property pursuant to the Loan Documents or for any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those (1) existing under the Loan Documents and any other agreement in effect on the Closing Fourth Amendment Effective Date and set forth on Schedule 7.09; (B) for any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those agreement in effect at the time any Subsidiary becomes a Subsidiary of the acquisitionBorrower, (4) that restrict so long as such agreement was not entered into solely in contemplation of such Person becoming a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets Subsidiary of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, Borrower; (6C) for those arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale customary provisions restricting assignments, subletting or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case transfers contained in leases, licenses, joint venture, partnership or limited liability company agreements, venture agreements and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other similar agreements entered into in the ordinary course of business, and business or (10D) those for restrictions imposed upon the transfer of certain assets or Equity Interests pursuant to an agreement that has been entered into in connection with respect to any Lien that the Disposition of such assets or Equity Interests which Disposition is permitted hereunder, (ii) of any Subsidiary to be Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this clause (iii) shall not prohibit any negative pledge incurred pursuant or provided in favor of any holder of Indebtedness permitted under Sections 7.02(f) or (o) solely to Section 8.06the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person.
Appears in 1 contract
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, Enter into or permit to existexist any Contractual Obligation (other than this Agreement, any consensual Contractual Obligation other Loan Document and the Second Lien Loan Documents, and other than the Existing Indenture to the extent, and only to the extent, of restrictions relating to the ability of the Borrower or any Subsidiary of the Borrower to make Restricted Payments or loans to, or to repay loans from, or otherwise to transfer property to or invest in, Holdings) that (a) encumbers or restricts limits the ability of such Material Subsidiary to (i) of any Subsidiary to make dividends or distributions Restricted Payments to the CompanyBorrower or any Guarantor, (ii) pay any Debt or other obligation owed to the Company, (iii) make intercompany loans or advances to the CompanyBorrower or any Guarantor or to repay such loans or advances, or to otherwise transfer property to or invest in the Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof or (B) at the time any Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (ivii) transfer of any Subsidiary to Guarantee the Indebtedness of its the Borrower or (iii) other than limitations set forth in the documentation governing the Acquisition Loan and the Existing Indenture, of the Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this clause (iii) shall not prohibit (A) any such limitation incurred or provided in favor of any holder of Indebtedness permitted under Section 7.02(c)(v) solely to the Company extent any such negative pledge relates to the property financed by or the subject of such Indebtedness, or (B) customary anti-assignment provisions in contracts restricting the assignment thereof or (C) provisions in leases of real property that prohibit mortgages or pledges of the lessee’s interest under such leases or (D) customary restrictions in leases, subleases, licenses and sublicenses; or (b) encumbers or restricts other than requirements set forth in the ability of Existing Indenture, requires the Company or such Material Subsidiary to pledge its property pursuant to the grant by a Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those (1) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets Party of a Person acquired by the Company or any Material Subsidiary existing at the time Lien to secure an obligation of such acquisition and not incurred in connection with or in contemplation Loan Party if a Lien is granted to secure another obligation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, and (10) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.06Party.
Appears in 1 contract
Samples: First Lien Senior Secured Credit Agreement (WII Components, Inc.)
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, Enter into or permit to exist, exist any consensual Contractual Obligation that (a) encumbers or restricts the ability of such Material Subsidiary to (i) make dividends or distributions to the Company, (ii) pay any Debt or other obligation owed to the Company, (iii) make loans or advances to the Company, (iv) transfer any of its property to the Company or (b) encumbers or restricts the ability of the Company or such Material Subsidiary to pledge its property pursuant to the Loan Documents than this Agreement or any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those (1) existing under the other Loan Documents Document and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and than restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings documentation governing any Permitted FILO Indebtedness that are not materially more restrictive, taken as a whole, than those contained the provisions of this Agreement and the other Loan Documents) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments or other distributions to any Loan Party or to otherwise transfer property to or invest in such existing agreementa Loan Party, (2ii) existing underof any Loan Party to Guarantee the Obligations, by reason of(iii) of any Restricted Subsidiary to make or repay loans to a Loan Party, or with respect to(iv) of the Loan Parties or any Restricted Subsidiary to create, applicable lawincur, rule, regulation assume or order, suffer to exist Liens on property of such Person in favor of the Collateral Agent; or (3b) with respect to any Person or requires the property or assets grant of a Person acquired by the Company or any Material Subsidiary existing at the time Lien to secure an obligation of such acquisition and not incurred in connection with or in contemplation Person if a Lien is granted to secure another obligation of such acquisition and any amendmentsPerson, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companiesthan, in each case, under contracts(i) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Loan Party or any Restricted Subsidiary, leases (ii) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of such Loan Party or other agreements entered into any Restricted Subsidiary, (iii) any provision in an agreement for a Disposition permitted hereunder that limits the ordinary course transfer of businessor the imposition of any Lien on the assets to be disposed of thereunder, (iv) any provision in an agreement relating to Permitted Indebtedness described in clauses (a), (c) and (10g) those with respect of the definition thereof that restricts Liens on property financed by or securing such Indebtedness, (v) any other provision in any agreement relating to any Lien Permitted Indebtedness that is permitted no more restrictive or burdensome than the comparable provision in this Agreement (except that this proviso shall not apply to be incurred pursuant to Section 8.06.contractual restrictions described in clause (a)(iv) or (b) above),
Appears in 1 contract
Samples: Asset Based Revolving Credit Agreement (Albertsons Companies, Inc.)
Burdensome Agreements. The Company None of the Loan Parties shall not, nor shall it permit its Material their Subsidiaries to, enter into, into or permit to existexist any contractual obligation (other than this Agreement, any consensual Contractual Obligation other Loan Document or the ABL Loan Documents) that (a) encumbers requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure the Obligations, or restricts (b) limits the ability of such Material Subsidiary to (i) of any Subsidiary to make dividends Restricted Payments or other distributions to the Companyany Loan Party or to otherwise transfer property to or invest in a Loan Party, (ii) pay of any Debt or other obligation owed Subsidiary to Guarantee the CompanyObligations, (iii) of any Subsidiary to make or repay loans to a Loan Party, or advances to the Company, (iv) transfer any of its property to the Company or (b) encumbers or restricts the ability of the Company Loan Parties or such Material any Subsidiary to pledge its create, incur, assume or suffer to exist Liens on property pursuant to of such Person in favor of the Administrative Agent; provided, however, that this clause (iv) shall not prohibit (A) encumbrances or restrictions under this Agreement and the other Loan Documents Documents; (B) encumbrances or restrictions under the ABL Credit Agreement or any renewals, refinancings, exchanges, refundings or extension Permitted Refinancing in respect thereof, except, in each case, those (1) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that so long as the encumbrances and restrictions in any such amendmentsthereunder are no more onerous, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, when taken as a whole, to any Loan Party or Subsidiary than those contained in such existing agreement, the ABL Credit Agreement as in effect on the Effective Date); (2C) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the customary encumbrances or restrictions in any joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which restrictions relate solely to the activities of such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacementsjoint venture or are otherwise applicable only to the assets that are the subject to such agreement; (D) customary encumbrances or restrictions contained in sales of, or refinancings are not materially more restrictive, taken as a whole, than those in effect at agreements relating to the time sale of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property Stock or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, and (10) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.06.
Appears in 1 contract
Samples: Security Agreement (Zale Corp)
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, or permit to exist, Enter into any consensual Contractual Obligation (other than this Agreement or any other Loan Document) that (a) encumbers limits the ability (i) of any Subsidiary to make Restricted Payments to the Borrower or restricts another Subsidiary or to otherwise transfer property to the Borrower or another Subsidiary, except for the terms of Section 7.05(l) of the Term Loan Agreement and any Contractual Obligations of the Subsidiaries of the Borrower, solely with respect to limitations on transfers of property and not with respect to limitations on the ability of such Material any Subsidiary to make Restricted Payments, (iA) make dividends or distributions that arise in connection with any Disposition permitted pursuant to Section 7.05 and relate solely to the Companyassets or Person subject to such Disposition, (iiB) pay any Debt that are customary provisions restricting assignments, subletting, sublicensing, pledging or other obligation owed transfers contained in leases, licenses, conveyances, sales contracts and other agreements (provided that such restrictions are subject to Sections 9-407 and 9-408 of the UCC and are limited to the Company, (iii) make loans or advances to the Company, (iv) transfer any of its property to the Company or (b) encumbers or restricts the ability of the Company or such Material Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those (1) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person itself or the property or assets of a Person acquired secured by such Liens or the Company property or assets subject to such leases, licenses, conveyances, sales contracts or agreements, as the case may be), (C) that are in effect or committed on the date hereof and set forth on Schedule 7.09, (D) that are customary restrictions on transfer in joint venture agreements and applicable solely to Equity Interests in such joint venture, (E) that are contained in any Material Subsidiary existing at document, agreement or instrument governing or relating to any Lien permitted under Sections 7.01(h) and 7.01(m), provided in each case that any such restriction relates only to the time of assets or property subject to such acquisition Lien, and not incurred (F) that are set forth in connection with or in contemplation of such acquisition and any agreement evidencing any permitted amendments, restatements, supplements, modifications, restatements, renewals, extensions, supplementsrenewals and replacements of the agreements described in clause (C) so long as such amendment restatement, refundingssupplement, replacements modification, extension, renewal or refinancings thereofreplacement does not expand the scope of any limitation contained therein; (ii) of any Subsidiary to Guarantee the Indebtedness of the Borrower, except as set forth under Section 7.03 of the Term Loan Agreement; or (iii) of the Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this clause (iii) shall not prohibit any negative pledge (x) incurred or provided that in favor of any holder of Indebtedness permitted under Section 7.01(m), solely to the encumbrances or restrictions in extent any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacementsnegative pledge relates only to the property financed by or the subject of such Indebtedness (and identifiable proceeds thereof) and to no other assets (including unidentifiable proceeds), or refinancings are not materially more restrictive, taken (y) as a whole, than those in effect at the time set forth under Section 7.01 of the acquisitionTerm Loan Agreement; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person, (4) that restrict except as set forth in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets Section 7.01 of the Company or any Material Subsidiary not otherwise prohibited by the Term Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, and (10) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.06Agreement.
Appears in 1 contract
Samples: Credit Agreement (Harte Hanks Inc)
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, Enter into or permit to exist, exist any consensual Contractual Obligation (other than this Agreement or any other Loan Document) that (a) encumbers or restricts limits the ability of such Material Subsidiary to (i) of any Subsidiary to make dividends or distributions Restricted Payments to the Company, (ii) pay Borrower or any Debt Guarantor or other obligation owed to the Company, (iii) make loans or advances to the Company, (iv) otherwise transfer any of its property to or invest in the Company or (b) encumbers or restricts the ability of the Company or such Material Subsidiary to pledge its property pursuant to the Loan Documents Borrower or any renewalsGuarantor, refinancings, exchanges, refundings or extension thereof, except, in each case, those except for (1A) existing under the Loan Documents and any other agreement in effect on the Closing Date date hereof and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreementset forth on Schedule 7.09, (2B) existing underpurchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature discussed in clause (i) above on the property so acquired, by reason of, (C) requirements of Law or with respect to, any applicable law, rule, regulation or order, (3D) with respect to any Person agreement or the property or assets instrument of a Person acquired by the Company Borrower or any Material Subsidiary existing Subsidiary, or that is assumed in connection with the acquisition of property or assets from any Person, in each case that is in existence at the time of such acquisition and transaction (but not incurred in connection with or created in contemplation of such acquisition and thereof), which limitation is not applicable to any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacementsPerson, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment properties or transfer assets of any property or asset that is a leasePerson, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect toother than the Person so acquired and its Subsidiaries, or Lien on, any the property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documentsso acquired, (6E) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or customary restrictions with respect to any a Subsidiary of the Borrower pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the capital stock of, Equity Interests or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending of such sale or other dispositionSubsidiary, (8) existing underF) secured Indebtedness otherwise permitted to be incurred pursuant to Section 7.01 that limits the right of the debtor to dispose of the assets securing such Indebtedness, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9G) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into the ordinary course of business, (H) other Indebtedness or lessors preferred stock of Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to Section 7.01 and the provisions relating to such limitation contained in such Indebtedness are no less favorable to the Borrower, taken as a whole, as determined by the board of directors of the Borrower in good faith, than the provisions contained in this Agreement as in effect on the Closing Date, (I) customary provisions in joint venture agreements or required by insurancearrangements and other similar agreements or arrangements relating solely to such joint venture, surety (J) customary provisions contained in leases, sub-leases, licenses, sub-licenses or bonding companiessimilar agreements, in each case, under entered into in the ordinary course of business or (K) any limitations of the type referred to in clause (i) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, replacements or refinancings of the contracts, leases instruments or other obligations referred to in clauses (A) through (J) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refunding, replacements or refinancings are, in the good faith judgment of the Borrower’s board of directors, no more restrictive with respect to such limitation than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing, (ii) of any Subsidiary to provide the Guaranty to the Administrative Agent or (iii) of the Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person to secure the Obligations as required hereunder; provided, however, that this clause (iii) shall not prohibit (A) any negative pledge incurred or provided in connection with any purchase money Liens or Capital Lease Obligations otherwise permitted hereby solely to the extent any such negative pledge relates to the property financed by or the subject of the relevant Indebtedness, (B) customary joint venture agreements relating to purchase options, rights of first refusal or call or similar rights of a third party that owns Equity Interests in such joint venture or (C) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, and (10) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.06.
Appears in 1 contract
Burdensome Agreements. The Company shall notEnter into any Contractual Obligation (other than (w) this Agreement or any other Loan Document, nor shall it permit its Material Subsidiaries to(x) the DIP Term Facility, enter into(y) the Existing Senior Secured Note Documents, or permit to exist, any consensual Contractual Obligation (z) the Boardriders Notes and the Boardriders Notes Indenture that (a) encumbers or restricts limits the ability of such Material Subsidiary to (i) of any Subsidiary that is not a Loan Party to make dividends Restricted Payments to any Loan Party or distributions to the Company, (ii) pay any Debt or other obligation owed to the Company, (iii) make loans or advances to the Company, (iv) transfer any of its property to the Company or (b) encumbers or restricts the ability of the Company Loan Parties to create, incur, assume or suffer to exist Liens on property of such Material Subsidiary to pledge its property pursuant to Person in favor of the Loan Documents Administrative Agent, or any renewalsas applicable, refinancingsthe Australian Security Trustee, exchanges, refundings or extension thereof, except, in each case, those (1) existing under the Loan Documents and Documents; provided, however, that none of the foregoing shall prohibit (A) any other agreement negative pledge incurred or provided in effect on favor of any holder of Indebtedness permitted under clauses (c) or (f) of the Closing Date and definition of “Permitted Indebtedness” solely to the extent any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements such negative pledge relates to the property financed by or refinancings thereofthe subject of such Indebtedness; (B) customary anti-assignment provisions in contracts restricting the assignment thereof or in contracts for the Disposition of any assets or any Person, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements contract shall apply only to the assets or refinancings Person that is to be Disposed of; (C) provisions in leases of real property that prohibit mortgages or pledges of the lessee’s interest under such lease or restricting subletting or assignment of such lease; (D) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures to the extent such joint ventures are not materially more restrictive, taken as a whole, than those contained in such existing agreement, prohibited hereunder; (2E) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition customary restrictions arising under licenses and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements contracts entered into in the ordinary course of business; (F) customary restrictions arising under licenses and other contracts entered into in the ordinary course of business; (G) Contractual Obligations which are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as such Contractual Obligations were not entered into in contemplation of such Person becoming a Subsidiary; or (H) Contractual Obligations which exist on the date hereof and (10to the extent not otherwise permitted by this Section 7.10) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.06are listed on Schedule 7.10 hereto.
Appears in 1 contract
Samples: And Senior Secured (Quiksilver Inc)
Burdensome Agreements. The Company shall notExcept as provided in this Agreement or another Loan Document, nor shall it permit its Material Subsidiaries to, enter into, create or permit otherwise cause or suffer to exist, exist or become effective any consensual Contractual Obligation that encumbrance or restriction of any kind on such Loan Party’s or Significant Subsidiary’s ability to (a) encumbers pay dividends or restricts the ability make any other distributions on any of its Equity Interests, (b) repay or prepay any Indebtedness owed by such Material Loan Party or Significant Subsidiary to (i) make dividends any Borrower or distributions to any other Subsidiary of the CompanyBorrowers, (ii) pay any Debt or other obligation owed to the Company, (iiic) make loans or advances to any Borrower or any other Subsidiary of the Company, Borrowers or (ivd) transfer any of its property or assets to the Company any Borrower or (b) encumbers or restricts the ability any other Subsidiary of the Company or such Material Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, exceptBorrowers, in each casecase other than (i) customary non-assignment provisions of leases, those subleases and sublicenses and similar agreements and in other contracts (1) existing and applicable solely to the rights and obligations under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreementcontracts), (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3ii) with respect to any Person or the specific property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred to be sold pursuant to an executed agreement in connection with a Disposition permitted under Section 7.05, (iii) encumbrances or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, restrictions under documents with respect to Indebtedness permitted under (A) Section 7.03(b) (provided that the encumbrances or restrictions in under documents with respect to any refinancing, refunding, renewal or extension of such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings Indebtedness are not materially more restrictiverestrictive than the encumbrances or restrictions under the Indebtedness being refinanced, taken as a wholerefunded, than those in effect at the time of the acquisitionrenewed or extended) or (B) Section 7.03(e), (4iv) that restrict in a customary manner pursuant to any Permitted Lien, (v) pursuant to terms subordinating intercompany Indebtedness to claims of pension trustees, (vi) pursuant to the subletting, assignment or transfer terms of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreementsBank Products, and (9vii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into contained in the ordinary course of businessSecond Lien Documents, and (10) those with respect to the Intercreditor Agreement or any other documents governing Second Lien that is permitted to be incurred pursuant to Section 8.06Debt, any Incremental Term Loans or any Hedging Agreements.
Appears in 1 contract
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, or permit to exist, Enter into any consensual Contractual Obligation (excluding the Agreement, the other Loan Documents and any document or agreement relating to the Senior Unsecured Notes or the Subordinated Debt and any refinancings thereof permitted under this Agreement (the “High Yield Documents”)) so long as such provisions in such High Yield Documents are similar to those provisions found in similar transactions) that (a) encumbers or restricts limits the ability of such Material Subsidiary to (i) of any Loan Party or Restricted Subsidiary to make dividends Restricted Payments to any Loan Party or distributions another Restricted Subsidiary or to the Companyotherwise make Investments in or transfer property to any Loan Party or Restricted Subsidiary, (ii) pay of any Debt Restricted Subsidiary to Guarantee the Indebtedness of any Loan Party or other obligation owed to the Company, Restricted Subsidiary or (iii) make loans of any Loan Party or advances any Restricted Subsidiary to the Companycreate, (iv) transfer any incur, assume or suffer to exist Liens on property of its property to the Company or (b) encumbers or restricts the ability such Person in favor of the Company or such Material Subsidiary to pledge its property pursuant to Administrative Agent as required by the Loan Documents or to any renewalsother Person in connection with any refinancing or renewal of the Loan Documents; provided, refinancingshowever, exchanges, refundings or extension thereof, except, in each case, those that this clause (iii) shall not prohibit (1) existing any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreementSection 7.03(c), (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or ordere), (3f), (g) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition (p) and not Indebtedness incurred in connection with any Sale/Leaseback Transaction solely to the extent any such negative pledge relates to the property financed by or in contemplation the subject of such acquisition Indebtedness or (2) customary non-assignment provisions in purchase and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements sale or refinancings thereof, provided that the encumbrances exchange agreements or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacementssimilar operational agreements, or refinancings are not materially more restrictiveprovisions in joint venture agreements, taken as a wholelicenses, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment easements or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or propertyleases, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of businessbusiness and consistent with past practices, which restrict the transfer, assignment or encumbrance thereof; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person. Notwithstanding the foregoing, the Loan Parties and Restricted Subsidiaries may be subject to Contractual Obligations specified in clause (10a) those with respect above to the extent such restrictions and conditions exist on the Ninth Amendment Effective Date or constitute an extension, renewal or replacement of any Lien that is permitted to be incurred pursuant to Section 8.06Contractual Obligation existing on the Ninth Amendment Effective Date.
Appears in 1 contract
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, Enter into or permit to exist, maintain any consensual Contractual Obligation that limits the ability (a) encumbers or restricts the ability of such Material any Subsidiary to (i) make dividends or distributions to the CompanyRestricted Payments, (ii) pay any Debt or other obligation owed to the Company, (iii) make loans or advances to the CompanyBorrower or to otherwise transfer property to the Borrower, or (b) of the Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on Accounts or Inventory of such Person, other than (i) negative pledge provisions in any Loan Document, (ii) negative pledge provisions in any Permitted Securitization Transaction, (iii) as are contained in the Indenture and the Convertible Debenture Agreement, (iv) transfer negative pledge provisions subject to Section 10.18 and contained in any line of credit or other financial arrangement between any Lender and the Borrower or its property Subsidiaries, (v) negative pledge provisions affecting Accounts or Inventory with an aggregate value of less than $1,000,000, (vi) negative pledge provisions applicable to the Company or (b) encumbers or restricts the ability of the Company or such Material Subsidiary to pledge its property Accounts transferred pursuant to the Loan Documents Factoring Program, and (vii) any negative pledge provision relating to any Indebtedness of any Person acquired by the Borrower or any renewalsSubsidiary pursuant to a Permitted Acquisition, refinancings, exchanges, refundings or extension thereof, exceptall of which such Indebtedness shall not exceed, in each casethe aggregate, those $35,000,000 for ninety (190) existing under days following the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in consummation of any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in Permitted Acquisition pursuant to which such existing agreement, (2) existing under, by reason ofIndebtedness is acquired, or $20,000,000 at any time thereafter, or (c) of any Subsidiary to guaranty payment or, otherwise incur a Contingent Obligation with respect to, applicable lawthe Obligations, rule, regulation or orderother than (i) limitations thereon contained in any Loan Document, (3ii) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions limitation thereon contained in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as documentation creating a whole, than those in effect at the time of the acquisitionPermitted Securitization Transaction, (4iii) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to as are contained in the ordinary course of business, not relating to any Debt, Indenture and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreementsConvertible Debenture Agreement, and (9iv) restrictions on cash limitations thereon subject to Section 10.18 which are contained in any line of credit or other deposits financial arrangement between any Lender and the Borrower or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, and (10) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.06its Subsidiaries.
Appears in 1 contract
Samples: Credit Agreement (Kellwood Co)
Burdensome Agreements. The Company Prior to the Covenant Fall-Away Date, the Borrower shall not, nor shall it the Borrower permit its Material Subsidiaries any Subsidiary to, enter into, into or to permit to exist, exist any consensual Contractual Obligation (other than this Agreement or any other Loan Document) that (a) encumbers or restricts the ability of such Material Subsidiary to (i) make dividends or distributions to the Company, (ii) pay any Debt or other obligation owed to the Company, (iii) make loans or advances to the Company, (iv) transfer any of its property to the Company or (b) encumbers or restricts limits the ability of the Company Borrower or such Material any Subsidiary to pledge its create, incur, assume or suffer to exist Liens on property that constitutes Collateral of such Person, other than Liens existing under or by reason of (A) applicable Law; (B) contractual encumbrances or restrictions pursuant to any Non-Priority Indebtedness; (C) any agreement or other instrument of a Person acquired by or merged, amalgamated, or consolidated with or into the Loan Documents Borrower or any renewalsSubsidiary in existence at the time of such acquisition or at the time it merges, refinancingsamalgamates, exchangesor consolidates with or into the Borrower or any Subsidiary or assumed in connection with the acquisition of assets from such Person (but, refundings or extension thereof, except, in each case, those (1) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendmentscase, modificationsnot created in contemplation thereof), restatements, renewals, extensions, supplements, refundings, replacements or refinancings are which Lien is not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason ofapplicable to any Person, or with respect tothe properties or assets of any Person, applicable lawother than the Person so acquired and its Subsidiaries, rule, regulation or order, (3) with respect to any Person or the property or assets of a the Person so acquired by and its Subsidiaries or the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets so acquired; (D) contracts for the sale of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documentsassets permitted hereunder, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or including customary restrictions with respect to any a Subsidiary of the Borrower pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the capital stock ofEquity Interests or assets of such Subsidiary; (E) Indebtedness otherwise permitted to be incurred pursuant to Section 7.02 to the extent not materially more restrictive than the provisions contained in the Loan Documents; (F) customary provisions in joint venture agreements and other similar agreements or arrangements relating solely to such joint venture; (G) customary provisions contained in contracts, leases, sub-leases, licenses, sub-licenses or similar agreements, including with respect to intellectual property and assets ofother agreements, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such in each case, entered into in the ordinary course of business; (H) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other dispositionagreement to which the Borrower or any Subsidiary is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower or such Subsidiary or the assets or property of another Subsidiary; (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and I) customary provisions with respect to restricting subletting or assignment of any lease governing any leasehold interest of the disposition Borrower or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, any Subsidiary; and (9J) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurancecustomers, surety or bonding companieslenders, in each case, under contracts, leases suppliers or other agreements third parties under contracts entered into in the ordinary course of business, and (10) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.06.
Appears in 1 contract
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, or permit to exist, any consensual Contractual Obligation that (a) encumbers or restricts the ability of such Material Subsidiary to Except (i) make dividends as provided herein or distributions to the Companyin any other Loan Document, (ii) pay any Debt or other obligation owed to the Companyin accordance with applicable Laws, (iii) make loans provisions restricting assignment of any agreement entered into by the Borrower or advances any Subsidiary in the ordinary course of business (provided that such party uses commercially reasonable efforts to the Companyeliminate such restrictions), (iv) transfer restrictions and conditions contained in any agreement relating to the sale of its any property pending the consummation of such sale (provided that (A) such restrictions and conditions apply only to the property to be sold, and (B) such sale is permitted hereunder), (v) any agreement in effect at the Company time a Subsidiary becomes a Subsidiary of Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower, (bvi) encumbers any encumbrances or restricts the ability of the Company restrictions imposed by any amendments or such Material Subsidiary to pledge its property pursuant to refinancing that are otherwise permitted by the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those (1) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements amendments or refinancings refinancing are not materially no more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to such encumbrances and restrictions than those prior to such amendment or refinancing), (vii) provisions restricting subletting or assignment of any Person or the property or assets lease governing a leasehold interest of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, and enter into any Contractual Obligation that (10a) those with respect limits the ability (1) of any material Domestic Subsidiary to make Restricted Payments to the Borrower or any Lien Guarantor or to otherwise transfer property to the Borrower or any Guarantor, (2) of any material Domestic Subsidiary to Guarantee the Obligations or (3) of the Borrower or any material Domestic Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person to secure the Obligations; provided, however, that is this clause (3) shall not prohibit: any negative pledge incurred or provided in favor of any holder of Funded Debt permitted under Section 7.03(e) or (f) solely to be incurred pursuant the extent any such negative pledge relates to Section 8.06the property financed by or the subject of such Funded Debt.
Appears in 1 contract
Burdensome Agreements. The Company shall notExcept as provided in this Agreement or another Loan Document, nor shall it permit its Material Subsidiaries to, enter into, create or permit otherwise cause or suffer to exist, exist or become effective any consensual Contractual Obligation that encumbrance or restriction of any kind on such Loan Party’s or Significant Subsidiary’s ability to (a) encumbers pay dividends or restricts the ability make any other distributions on any of its Equity Interests, (b) repay or prepay any Indebtedness owed by such Material Loan Party or Significant Subsidiary to (i) make dividends any Borrower or distributions to any other Subsidiary of the CompanyBorrowers, (ii) pay any Debt or other obligation owed to the Company, (iiic) make loans or advances to any Borrower or any other Subsidiary of the Company, Borrowers or (ivd) transfer any of its property or assets to the Company any Borrower or (b) encumbers or restricts the ability any other Subsidiary of the Company or such Material Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, exceptBorrowers, in each casecase other than (i) customary non-assignment provisions of leases, those subleases and sublicenses and similar agreements and in other contracts (1) existing and applicable solely to the rights and obligations under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreementcontracts), (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3ii) with respect to any Person or the specific property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred to be sold pursuant to an executed agreement in connection with a Disposition permitted under Section 7.05, (iii) encumbrances or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, restrictions under documents with respect to Indebtedness permitted under (A) Section 7.03(b) (provided that the encumbrances or restrictions in under documents with respect to any refinancing, refunding, renewal or extension of such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings Indebtedness are not materially more restrictiverestrictive than the encumbrances or restrictions under the Indebtedness being refinanced, taken as a wholerefunded, than those in effect at the time of the acquisitionrenewed or extended) or (B) Section 7.03(e), (4iv) that restrict in a customary manner pursuant to any Permitted Lien, (v) pursuant to terms subordinating intercompany Indebtedness to claims of pension trustees and, (vi) pursuant to the subletting, assignment or transfer terms of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreementsBank Products, and (9vii) encumbrances or restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into contained in the ordinary course of businessSecond Lien Documents, and (10) those with respect to the Intercreditor Agreement or any other documents governing Second Lien that is permitted to be incurred pursuant to Section 8.06Debt, any Incremental Term Loans or any Hedging Agreements.
Appears in 1 contract
Burdensome Agreements. The Except as required by any Municipal Contract, the 2008 NPA or the Bank Credit Agreement, the Company shall not, nor shall it permit any of its Material Subsidiaries to, enter into, into or permit to existexist any arrangement or agreement, any consensual Contractual Obligation that enforceable under applicable law, which directly or indirectly prohibits the Company or such Subsidiary from (a) encumbers or restricts the ability of such Material Subsidiary to (i) make dividends or distributions to the Company, (ii) pay any Debt or other obligation owed to the Company, (iii) make loans or advances to the Company, (iv) transfer any of its property making Restricted Payments to the Company or (b) encumbers or restricts the ability of the Company or such Material Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those (1) existing under the Loan Documents and any other agreement Subsidiary or otherwise transferring property to or investing in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendmentsother Subsidiary, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in except for any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, agreement or refinancings are not materially more restrictive, taken as a whole, than those arrangement in effect at the time such Subsidiary became a Subsidiary of the acquisitionCompany, so long as such agreement or arrangement was not entered into solely in contemplation of such Subsidiary becoming a Subsidiary of the Company, (4b) that restrict in a customary manner guaranteeing the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets Indebtedness of the Company or any Material Subsidiary not otherwise prohibited or (c) creating or incurring any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest or Lien in favor of an agent for the benefit of the holders other than customary anti-assignment provisions in leases and licensing agreements entered into by the Loan Documents, (6) arising Company or agreed to such Subsidiary in the ordinary course of its business, not relating in each case other than (A) any restriction with respect to any Debta Subsidiary imposed pursuant to an agreement entered into for the disposition, and that do notsale, individually lease or in other transfer of the aggregate, materially detract from the value of any property Equity Interests or assets of such Subsidiary permitted under the Company terms of this Agreement pending the closing of such disposition, sale, lease or any Material Subsidiaryother transfer, (7B) existing under, by reason any restriction in the form of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to disposition, sale, lease or other transfer of Investments held by the disposition Company or distribution a Subsidiary and permitted under the terms of this Agreement, (C) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under Section 10.2 solely to the extent any such negative pledge relates to property financed by or propertythe subject of such Indebtedness, (D) restrictions on any Receivables SPV or the Equity Interests, securities or other obligations thereof pursuant to customary documentation entered into in connection with a Permitted Receivables Transaction, (E) any restriction pursuant to an agreement governing Indebtedness permitted under Section 10.1, including customary subordination provisions, (F) customary anti-assignment provisions contained in leases, licensing agreements and permits issued by Governmental Authorities, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into by the Company or such Subsidiary in the ordinary course of its business, and (10G) those in connection with respect to any Lien that is permitted to be incurred pursuant to Section 8.06.restrictions imposed by applicable laws. Waste Connections, Inc. Note Purchase Agreement
Appears in 1 contract
Samples: Master Note Purchase Agreement (Waste Connections, Inc.)
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, Enter into or permit to existexist any Contractual Obligation (other than this Agreement, any consensual Contractual Obligation other Loan Document or the Term Credit Agreement) that (a) encumbers or restricts limits the ability of such Material Subsidiary to (i) of any Restricted Subsidiary to make dividends Restricted Payments or other distributions to the Companyany Loan Party or to otherwise transfer property to or invest in a Loan Party, (ii) pay of any Debt Restricted Subsidiary which is a wholly owned Domestic Subsidiary to Guarantee the Obligations in accordance with the terms hereof or other obligation owed to the Company, (iii) make loans of the Loan Parties or advances any Restricted Subsidiary which is a wholly owned Domestic Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the CompanyAgent except for encumbrances and restrictions under Contractual Obligations existing under or by reason of (i) this Agreement, the Term Facility and the other Loan Documents and the documents governing the Other Liabilities; (ii) any restrictions with respect to a Borrower or Restricted Subsidiary imposed pursuant to (A) an agreement that has been entered into in connection with the disposition of all or any portion of the equity interests or assets of such Borrower or Restricted Subsidiary or (B) contracts for the sale of assets that impose restrictions solely on the assets to be sold; (iii) the provisions contained in any Permitted Indebtedness (and in any refinancing of such indebtedness so long as no more restrictive than those contained in the respective Indebtedness so refinanced); (iv) transfer customary provisions restricting subletting or assignment of any lease governing a leasehold interest of its property to any Borrower or a Restricted Subsidiary of any Borrower entered into in the Company ordinary course of business and customary provisions contained in other leases, sub-leases, licenses or (b) encumbers or restricts the ability of the Company or such Material Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, exceptsub-licenses and other agreements, in each case, those (1) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to entered into in the ordinary course of business; (v) customary provisions restricting assignment of any contract entered into by any Borrower or any Restricted Subsidiary of any Borrower in the ordinary course of business; (vi) any agreement or instrument of a Person acquired as permitted hereunder, which restriction is not relating applicable to any Debt, and that do not, individually Person or in the aggregate, materially detract from the value properties or assets of any property Person, other than the Person or the properties or assets of the Company Person acquired pursuant to the respective acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective acquisition; (vii) customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by any Borrower or any Material Subsidiaryof its Subsidiaries in the ordinary course of business; (viii) restrictions on the transfer of assets securing purchase money obligations and capitalized lease obligations which are permitted hereunder; (ix) customary net worth provisions contained in real property leases entered into by Subsidiaries of any Borrower, so long as the applicable Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrowers and their Restricted Subsidiaries to meet their ongoing obligations, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9x) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements contracts entered into in the ordinary course of business, ; and (10xi) those with respect customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to any Lien that is permitted to be incurred pursuant to Section 8.06such joint venture.
Appears in 1 contract
Samples: Abl Credit Agreement (Lands End Inc)
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, Enter into or permit be a party to exist, any consensual Contractual Obligation (other than this Guaranty Agreement and any other Loan Document) that limits the ability (a) encumbers of any Subsidiary to make Restricted Payments to HOT-TX or restricts any Guarantor or to otherwise transfer property to HOT-TX or any Guarantor, (b) of any Subsidiary to Guarantee the ability Indebtedness of HOT-TX or (c) of Limited or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Material Subsidiary Person. The provisions of this Section 8(i) will not apply to encumbrances or restrictions existing under or by reason of (i) make dividends or distributions to the Companyagreements, instruments and documents entered into in connection with Indebtedness permitted under Section 8(c)(2), (ii) pay any Debt or other obligation owed to the Company3), (iii) make loans or advances to the Company5), (iv7), (15), (16) transfer any of its property to the Company or (b17) encumbers or restricts the ability of the Company or such Material Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those (1) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensionsincreases, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensionsincreases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such existing agreementContractual Obligations, (2ii) existing underApplicable Law, by reason ofand (iii) customary provisions restricting assignments, subletting, sublicensing, pledging or with respect toother transfers contained in leases, applicable lawsubleases, rulelicenses or sublicenses, regulation or order, (3) with respect so long as such restrictions are limited to any Person or the property or assets subject to such leases, subleases, licenses or sublicenses, as the case may be, (iv) purchase money obligations permitted under this Guaranty Agreement that impose restrictions on the property so acquired, (v) any agreement for the Disposition of a Person acquired Subsidiary or assets of a Subsidiary that restricts distributions, the transfer of, or encumbrances on such assets by the Company that Subsidiary pending its Disposition or any Material Subsidiary existing at the time agreement entered into with respect to assets acquired or disposed of such acquisition and not incurred in connection with an Acquisition or a Disposition, (vi) Liens securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien and (vii) any agreement (other than an agreement entered into in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those connection with Indebtedness) in effect at the time any Person becomes a Subsidiary of the acquisitionLimited, so long as such prohibition or limitation applies only to such Subsidiary (4and, if applicable, its Subsidiaries) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, and such agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary was not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in contemplation of such Person becoming a Subsidiary of Limited, as such agreement may be amended, restated, supplemented, modified, extended renewed or replaced, so long as such amendment, restatement, supplement, modification, extension, renewal or replacement does not expand in any material respect the ordinary course scope of business, and (10any restriction contemplated by this Section 8(i) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.06contained therein.
Appears in 1 contract
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, Enter into or permit to exist, exist any consensual Contractual Obligation (other than this Agreement or any other Loan Document) that (a) encumbers or restricts limits the ability of such Material Subsidiary to (i) of any Subsidiary to make dividends Restricted Payments to a Borrower or distributions any Guarantor or to the Companyotherwise transfer property to or invest in a Borrower or any Guarantor, (ii) pay of any Debt or other obligation owed Subsidiary to Guarantee the CompanyIndebtedness of a Borrower, (iii) of any Subsidiary to make or repay loans to a Loan Party or advances to the Company, (iv) transfer of a Borrower or any of its property to the Company or (b) encumbers or restricts the ability of the Company or such Material Subsidiary to pledge its create, incur, assume or suffer to exist Liens on property pursuant to of such Person. The foregoing restrictions shall not be violated by reason of (i) applicable Laws, (ii) this Agreement and the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those (1) existing under the other Loan Documents and any other agreement in effect on the Closing Date Term Loan Facility and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Term Loan Documents, (6iii) arising customary non-assignment provisions of any contract, lease or agreed to license of a Borrower or any Subsidiary of a Borrower entered into in the ordinary course of businessbusiness and consistent with past practice, not relating to (iv) any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets term of the Company Senior Notes or the Holdco Senior Notes and any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, Permitted Refinancing Indebtedness thereof so long as in each case any restriction contained therein and described in joint venturethe previous sentence is not materially more restrictive than the corresponding provisions of this Agreement and does not restrict the Loan Parties' ability to grant Liens to the Administrative Agent for the benefit of the Secured Parties, partnership or limited liability company agreements, and (9v) restrictions on limited solely to cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements contracts evidencing Permitted Liens entered into in the ordinary course of business, (vi) restrictions with respect to property of a Borrower or any Subsidiary that is to be sold pursuant to any Disposition permitted by Section 7.05, (vii) any agreement in effect on the Closing Date and set forth on Schedule 7.09 (or any replacement thereof so long as the terms are not, taken as a whole, materially less favorable to the Loan Parties), (viii) any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Borrower, so long 104 as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of a Borrower and applies only to such acquired Subsidiary, (ix) any Indebtedness permitted under Sections 7.02(f) and (10p) those and any Permitted Refinancing Indebtedness thereof, so long as in each case any such restrictions described in the previous sentence relate only to the asset that is subject to the Capitalized Lease, Synthetic Lease Obligation, purchase money obligation or sale and leaseback transaction permitted by Sections 7.02(f) and (p) or Permitted Refinancing Indebtedness in respect thereof, (x) any Indebtedness permitted under Sections 7.02(h), (i) and (o) and any Permitted Refinancing Indebtedness thereof so long as in each case any restriction contained therein and described in the previous sentence is not materially more restrictive than the corresponding provisions of this Agreement (as reasonably determined in good faith by the Borrowers) and does not restrict the Loan Parties' ability to grant Liens to the Administrative Agent for the benefit of the Secured Parties and (xi) customary provisions in partnership agreements and limited liability company organizational documents with respect to any Lien Person that is permitted to be incurred pursuant to Section 8.06not a wholly-owned Subsidiary that restrict the transfer of ownership interests in such partnership, limited liability company or similar Person.
Appears in 1 contract
Samples: Credit Agreement (Leslie's, Inc.)
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, or permit to exist, Enter into any consensual Contractual Obligation (other than this Agreement or any other Loan Document) that (a) encumbers or restricts limits the ability of such Material any Subsidiary (other than a Special Purpose Finance Subsidiary) to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to the Borrower or any Guarantor, in each case other than (i) make dividends or distributions any limitation consisting of customary non-assignment provisions in Contractual Obligations entered into in the ordinary course of business to the Companyextent such provisions restrict the transfer or assignment of such agreement, (ii) pay any Debt limitation pursuant to a Lien permitted under clause (i) or other obligation owed (j) of Section 7.01 to the Companyextent such provisions restrict the transfer of the property subject to such agreements, (iii) make loans or advances customary limitations on the Disposition of an asset pursuant to an agreement with a Person that is not an Affiliate to Dispose of such asset to such Person to the Companyextent such Disposition is permitted by Section 7.05, (iv) transfer customary limitations on the Borrower or any of its property Subsidiaries party to a Permitted Securitization Facility that restrict the Company or (b) encumbers or restricts the ability transfer of the Company or such Material Subsidiary to pledge its property pursuant to the Loan Documents Borrower’s or any renewalssuch Subsidiary’s interest in accounts receivable (and related supporting obligations and books and records) subject to such Permitted Securitization Facility, refinancings, exchanges, refundings (v) limitations set forth in documents governing Indebtedness permitted under Section 7.03(d) or extension thereof, except, in each case, those (1Section 7.03(k) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any so long as such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings limitations are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason ofapplicable to any Person, or with respect tothe properties or assets of any Person, applicable lawother than the Person(s), rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at Person(s), that are the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time subject of the acquisitionapplicable Acquisition, (4vi) that restrict limitations set forth in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or assetSenior Notes (and Permitted Refinancings thereof), (5vii) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to customary limitations in joint venture agreements and other similar agreements entered into in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions business with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9viii) restrictions on limitations imposed by customers under Contractual Obligations entered into the ordinary course of business with respect to cash or other deposits or net worth imposed by customers worth, (ix) limitations set forth in agreements governing Indebtedness, Disqualified Equity Interests or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course preferred Equity Interests of business, and (10) those with respect to any Lien Restricted Subsidiary that is an Excluded Subsidiary so long as such Indebtedness, Disqualified Equity Interests or preferred Equity Interests are permitted to be incurred pursuant hereunder; provided that, in the good faith determination of the Borrower, the provisions relating to such restrictions contained in such agreements, taken as a whole, are not materially more restrictive than the corresponding provisions contained in this Agreement, (x) limitations set forth documents governing Indebtedness permitted under Section 8.067.03(h) or Section 7.03(i) so long as the limitation contained therein is no less favorable to the Lenders than that which exists in this Agreement and (xi) limitations set forth in documents governing any Indebtedness permitted to be secured hereunder so long as such limitations apply only to the Person obligated under such Indebtedness and its Subsidiaries or the property or assets intended to secure such Indebtedness. Notwithstanding the foregoing, it is acknowledged and agreed that the preceding sentence shall not prohibit contractual obligations limiting Restricted Payments to the extent such limitations are no more restrictive or onerous than the provisions of Section 7.06.
Appears in 1 contract
Burdensome Agreements. The Company shall notNo Loan Party shall, nor shall it permit its Material Subsidiaries any Restricted Subsidiary to, directly or indirectly, enter into, or permit to exist, any consensual Contractual Obligation that (a) encumbers or restricts the ability of any such Material Subsidiary Person to (i) make dividends or distributions Restricted Payments to the Companyany Loan Party, (ii) pay any Debt Indebtedness or other obligation obligations owed to the Companyany Loan Party, (iii) make loans or advances to the Companyany Loan Party, (iv) transfer any of its property to the Company or any Loan Party, (bv) encumbers or restricts the ability of the Company or such Material Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those or (1vi) existing under act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)(i) through (a)(v) above) for (A) this Agreement and the other Loan Documents, (B) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Loan Party or a Restricted Subsidiary, (C) customary provisions restricting assignment, subletting or other transfers contained in of any agreement entered into by a Loan Party or a Restricted Subsidiary in the ordinary course of business, (D) customary restrictions and conditions contained in any agreement relating to a Permitted Disposition pending the consummation of such sale, (E) any agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of a Restricted Subsidiary becomes a Restricted Subsidiary, so long as such acquisition and agreement was not incurred entered into in connection with or in contemplation of such acquisition person becoming a Restricted Subsidiary, (F) customary provisions in Organization Documents of any Person that restrict the transfer of ownership interests in or other rights in respect of such Person, (G) customary provisions in joint venture agreements, financing agreements relating to joint ventures, and other similar agreements relating solely to the securities, assets and revenues of joint ventures, (H) any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements document or refinancings thereof, provided that the encumbrances or restrictions in instrument governing any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time Lien permitted pursuant to clause (f) of the acquisitiondefinition of “Permitted Liens,” (I) customary restrictions and conditions contained in agreements governing secured Permitted Indebtedness, (4) that restrict in a customary manner so long as such restrictions and conditions apply only to the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending securing such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreementsPermitted Indebtedness, and (9J) restrictions on that arise in connection with cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, and (10) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.06Sections 7.01 and 7.03 and that apply only to such cash or deposits; or (b) requires the grant of any security for any obligation if such property is given as security for the Secured Obligations (except to the extent such grant constitutes a Permitted Lien).
Appears in 1 contract
Burdensome Agreements. The Company shall not, nor shall it permit Permit any of its Material Restricted Subsidiaries to, enter into, to create or permit otherwise cause or suffer to exist, exist or become effective any consensual Contractual Obligation that encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (a) encumbers or restricts the ability of such Material Subsidiary to (i) make pay dividends or make any other distributions to the Company, Borrowers or any of their Restricted Subsidiaries on its Capital Stock; or (ii) pay any Debt or other obligation Indebtedness owed to the Company, Borrowers or any of their Restricted Subsidiaries; (iiib) make loans or advances to the CompanyBorrowers or any of their Restricted Subsidiaries; (c) create, incur, assume or suffer to exist Liens on the Collateral of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; or (ivd) sell, lease or transfer any of its property properties or assets to the Company Borrowers or any of their Restricted Subsidiaries. However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (b1) encumbers contractual encumbrances or restricts the ability restrictions of the Company Borrowers or such Material Subsidiary to pledge its property any of their Restricted Subsidiaries in effect on the Closing Date, including pursuant to this Agreement and the other Loan Documents Documents, related Swap Contracts and Indebtedness permitted pursuant to Section 7.01(c); (2) [reserved]; (3) applicable law or any renewalsapplicable rule, refinancingsregulation or order; (4) any agreement or other instrument of a Person acquired by or merged, exchanges, refundings amalgamated or extension thereof, exceptconsolidated with or into any Borrower or any Restricted Subsidiary or an Unrestricted Subsidiary that is designated a Restricted Subsidiary that was in existence at the time of such acquisition (or at the time it merges with or into any Borrower or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in each case, those (1) existing under the Loan Documents and not created in contemplation thereof)), which encumbrance or restriction is not applicable to any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason ofPerson, or with respect tothe properties or assets of any Person, applicable lawother than the Person, rule, regulation or order, (3) with respect to any Person or the property or assets of the Person, so acquired or designated; provided that in connection with a merger, amalgamation or consolidation under this clause (4), if a Person acquired by other than such Borrower or such Restricted Subsidiary is the Company successor company with respect to such merger, amalgamation or consolidation, any agreement or instrument of such Person or any Material Subsidiary existing of such Person, shall be deemed acquired or assumed, as the case may be, by such Borrower or such Restricted Subsidiary, as the case may be, at the time of such acquisition and not incurred in connection with merger, amalgamation or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the consolidation; (5) customary encumbrances or restrictions contained in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, contracts or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement agreements for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or propertyapplicable to such assets pending consummation of such sale, in each case contained in joint venture, partnership or limited liability company agreements, and (9) including customary restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, and (10) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.06.with
Appears in 1 contract
Samples: Credit Agreement (Maravai Lifesciences Holdings, Inc.)
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, Enter into or permit to existexist any Contractual Obligation (other than this Agreement, any consensual Contractual Obligation other Loan Document, the Material Contracts as in effect on the Closing Date, the Term Credit Agreement or any other Term Loan Document) that limits the ability (a) encumbers or restricts the ability of such Material any Restricted Subsidiary to (i) make dividends Restricted Payments or other distributions to the Company, (ii) pay any Debt Loan Party or other obligation owed to the Company, (iii) make loans or advances to the Company, (iv) otherwise transfer any of its property to the Company or invest in a Loan Party, (b) encumbers of any Restricted Subsidiary which is a wholly owned Domestic Subsidiary to Guarantee the Obligations in accordance with the terms hereof or restricts the ability (c) of the Company Loan Parties or such Material any Restricted Subsidiary which is a wholly owned Domestic Subsidiary to pledge its create, incur, assume or suffer to exist Liens on property pursuant to of such Person in favor of the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, exceptAgent, in each case, those (1) except for encumbrances and restrictions under Contractual Obligations existing under or by reason of (i) this Agreement, the Term Credit Agreement, the other Loan Documents, the other Term Loan Documents and the documents governing the Other Liabilities; (ii) any other restrictions with respect to a Borrower or Restricted Subsidiary imposed pursuant to (A) an agreement that has been entered into in effect connection with the disposition of all or any portion of the equity interests or assets of such Borrower or Restricted Subsidiary or (B) contracts for the sale of assets that impose restrictions solely on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that assets to be sold; (iii) the encumbrances and restrictions provisions contained in any Permitted Indebtedness (and in any refinancing of such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially indebtedness so long as no more restrictive, taken as a whole, restrictive than those contained in such existing agreement, the respective Indebtedness so refinanced); (2iv) existing under, by reason of, customary provisions restricting subletting or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is lease governing a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue leasehold interest of any transfer ofBorrower or a Restricted Subsidiary of any Borrower entered into in the ordinary course of business and customary provisions contained in other leases, agreement to transfersub-leases, option licenses or right with respect tosub-licenses and other agreements, or Lien onin each case, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to entered into in the ordinary course of business; (v) customary provisions restricting assignment of any contract entered into by any Borrower or any Restricted Subsidiary of any Borrower in the ordinary course of business; (vi) any agreement or instrument of a Person acquired as permitted hereunder, which restriction is not relating applicable to any Debt, and that do not, individually Person or in the aggregate, materially detract from the value properties or assets of any property Person, other than the Person or the properties or assets of the Company Person acquired pursuant to the respective acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective acquisition; (vii) customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by any Borrower or any Material Subsidiaryof its Subsidiaries in the ordinary course of business; (viii) restrictions on the transfer of assets securing purchase money obligations and capitalized lease obligations which are permitted hereunder; (ix) customary net worth provisions contained in real property leases entered into by Subsidiaries of any Borrower, so long as the Lead Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of the Borrowers and their Restricted Subsidiaries to meet their ongoing obligations, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9x) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements contracts entered into in the ordinary course of business, ; and (10xi) those with respect customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to any Lien that is permitted to be incurred pursuant to Section 8.06such joint venture.
Appears in 1 contract
Samples: Credit Agreement (Lands' End, Inc.)
Burdensome Agreements. The Company shall notEnter into, nor shall it assume or otherwise be bound, or permit its Material Subsidiaries to, any Wholly-Owned Subsidiary to enter into, assume or permit to existotherwise be bound, by any consensual Contractual Obligation that (a) encumbers or restricts the ability of such Material Subsidiary to Negative Pledge other than (i) make dividends any Negative Pledge contained in an agreement entered into in connection with any Indebtedness that is permitted pursuant to Section 7.03, which Indebtedness is of a type that customarily includes a Negative Pledge or distributions with respect to the Company, (ii) pay any Debt or other obligation owed to the Company, (iii) make loans or advances to the Company, (iv) transfer any of its property to the Company or (b) encumbers or restricts the ability of the Company which such Negative Pledge is no more restrictive on a Loan Party or such Material Wholly-Owned Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those (1) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendmentsmaterial respect, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, when taken as a whole, than those this Section 7.09 (as determined in good faith by the Borrower); (ii) any Negative Pledge required or imposed by, or arising under or as a result of, any Law; (iii) Negative Pledges contained in such existing agreement, (2x) existing under, by reason of, the agreements set forth on Schedule 7.09 or with respect to, applicable law, rule, regulation or order, that are Disclosed Matters; (3y) with respect any agreement relating to the Disposition of any Person or the property or assets of a Person acquired by the Company Subsidiary or any Material Subsidiary existing at the time of assets pending such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendmentsDisposition; provided that, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendmentscase, modifications, restatements, renewals, extensions, supplements, refundings, replacements, the Negative Pledge applies only to the Subsidiary or refinancings the assets that are not materially more restrictive, taken as a whole, than those the subject of such Disposition; or (z) any agreement in effect at the time any Person becomes a Wholly-Owned Subsidiary so long as such agreement was not entered into in contemplation of the acquisitionsuch Person becoming a Wholly-Owned Subsidiary and such restriction only applies to such Person and/or its assets, (4iv) that restrict customary restrictions in a customary manner leases, licenses and other contracts restricting the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or assetthereof, (5v) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to other customary restrictions set forth in the ordinary course of business, not agreements relating to any Debt, assets specified in such agreements and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, business to the extent such restrictions shall solely apply to such specified assets; and (10vi) those restrictions that apply only to the Equity Interests in, or assets of, any Person other than a Loan Party or a Wholly-Owned Subsidiary, in each case as such agreements, leases or other contracts may be amended from time to time and including any renewal, extension, refinancing or replacement thereof; provided that, with respect to any Lien agreement described in clause (iii), such amendment, renewal, extension, refinancing or replacement does not contain restrictions of the type prohibited by this Section 7.09 that is permitted to be incurred pursuant to Section 8.06.are, in the aggregate, more onerous in any material respect on a Loan Party or any Wholly-Owned Subsidiary than the restrictions, in the aggregate, in the original agreement. 7.10
Appears in 1 contract
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, or permit to exist, Enter into any consensual Contractual Obligation (other than this Agreement or any other Loan Document) that (a) encumbers or restricts limits the ability (i) of such Material any Subsidiary to (iA) make dividends or distributions Restricted Payments to the CompanyBorrower or any Guarantor, (B) redeem Equity Interests held in it by the Borrower or any Guarantor, (C) otherwise transfer property to the Borrower or any Guarantor, (D) to repay loans and other indebtedness owing by it to the Borrower or any Guarantor, (ii) pay of any Debt Restricted Subsidiary to Guarantee the Indebtedness of the Borrower or other obligation owed to the Company, (iii) make loans of the Borrower or advances any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person, provided, however, that the foregoing clauses shall not prohibit (I) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.03 solely to the Companyextent any such negative pledge relates to the property financed by or the subject of such Indebtedness, (ivII) transfer any of its property provisions in Organizational Documents and other similar agreements applicable to joint ventures or to other Persons that are not Restricted Subsidiaries or Partially Owned Operating Companies (to the Company extent Investment in such joint venture or (bother Person is permitted under Section 7.02) encumbers that limit Liens on or restricts the ability transfers of the Company or such Material Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those (1) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained Equity Interests in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale joint venture or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements Person entered into in the ordinary course of business, and (10III) those with are customary restrictions in leases, subleases, licenses, or asset sale agreements otherwise permitted hereby (or in easements, rights of way or similar rights or encumbrances, in each case granted to the Borrower or a Restricted Subsidiary by a third party in respect of real property owned by such third party) so long as such restrictions relate only to any the assets (or the Borrower's or such Restricted Subsidiary's rights under such easement, right of way or similar right or encumbrance, as applicable) subject thereto or (b) requires the grant of a Lien that to secure an obligation of such Person if a Lien is permitted granted to be incurred pursuant to Section 8.06.secure another obligation of such Person. 84 Table of Contents
Appears in 1 contract
Samples: Intercreditor Agreement (Targa Resources Partners LP)
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, or permit to exist, Enter into any consensual Contractual Obligation (other than this Agreement or any other Loan Document) that (a) encumbers limits the ability (i) of any Subsidiary to make Restricted Payments to the Borrower or restricts another Subsidiary or to otherwise transfer property to the Borrower or another Subsidiary, except for the terms of Section 6.02(a) of the 2008 Term Loan Agreement and Section 7.05(l) of the Existing Revolver Credit Agreement and any Contractual Obligations of the Subsidiaries of the Borrower, solely with respect to limitations on transfers of property and not with respect to limitations on the ability of such Material any Subsidiary to make Restricted Payments, (iA) make dividends or distributions that arise in connection with any Disposition permitted pursuant to Section 7.05 and relate solely to the Companyassets or Person subject to such Disposition, (iiB) pay any Debt that are customary provisions restricting assignments, subletting, sublicensing, pledging or other obligation owed transfers contained in leases, licenses, conveyances, sales contracts and other agreements (provided that such restrictions are subject to Sections 9-407 and 9-408 of the UCC and are limited to the Company, (iii) make loans or advances to the Company, (iv) transfer any of its property to the Company or (b) encumbers or restricts the ability of the Company or such Material Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those (1) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person itself or the property or assets of a Person acquired secured by such Liens or the Company property or assets subject to such leases, licenses, conveyances, sales contracts or agreements, as the case may be), (C) that are in effect or committed on the date hereof and set forth on Schedule 7.09, (D) that are customary restrictions on transfer in joint venture agreements and applicable solely to Equity Interests in such joint venture, (E) that are contained in any Material Subsidiary existing at document, agreement or instrument governing or relating to any Lien permitted under Sections 7.01(h) and 7.01(m), provided in each case that any such restriction relates only to the time of assets or property subject to such acquisition Lien, and not incurred (F) that are set forth in connection with or in contemplation of such acquisition and any agreement evidencing any permitted amendments, restatements, supplements, modifications, restatements, renewals, extensions, supplementsrenewals and replacements of the agreements described in clause (C) so long as such amendment restatement, refundingssupplement, replacements modification, extension, renewal or refinancings thereofreplacement does not expand the scope of any limitation contained therein; (ii) of any Subsidiary to Guarantee the Indebtedness of the Borrower, except as set forth under Section 6.05 of the 2008 Term Loan Agreement and under Section 7.03 of the Existing Revolver Credit Agreement; or (iii) of the Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this clause (iii) shall not prohibit any negative pledge (x) incurred or provided that in favor of any holder of Indebtedness permitted under Section 7.01(m), solely to the encumbrances or restrictions in extent any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacementsnegative pledge relates only to the property financed by or the subject of such Indebtedness (and identifiable proceeds thereof) and to no other assets (including unidentifiable proceeds), or refinancings are not materially more restrictive, taken (y) as a whole, than those in effect at the time set forth under Section 6.01 of the acquisition, (4) that restrict in a customary manner the subletting, assignment 2008 Term Loan Agreement or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets under Section 7.01 of the Company Existing Revolver Credit Agreement; or any Material Subsidiary not otherwise prohibited by (b) requires the Loan Documents, (6) arising or agreed grant of a Lien to in the ordinary course secure an obligation of business, not relating such Person if a Lien is granted to any Debt, and that do not, individually or in the aggregate, materially detract from the value secure another obligation of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, and (10) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.06Person.
Appears in 1 contract
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, Enter into or permit to exist, exist any consensual Contractual Obligation (other than this Agreement or any other Loan Document) that (a) encumbers or restricts limits the ability of such Material Subsidiary to (i) of any Subsidiary to make dividends or distributions Restricted Payments to the Company, (ii) pay Borrower or any Debt Guarantor or other obligation owed to the Company, (iii) make loans or advances to the Company, (iv) otherwise transfer any of its property to or invest in the Company or (b) encumbers or restricts the ability of the Company or such Material Subsidiary to pledge its property pursuant to the Loan Documents Borrower or any renewalsGuarantor, refinancings, exchanges, refundings or extension thereof, except, in each case, those except for (1A) existing under the Loan Documents and any other agreement in effect on the Closing Date date hereof and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreementset forth on Schedule 7.09, (2B) existing underpurchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature discussed in clause (i) above on the property so acquired, by reason of, (C) requirements of Law or with respect to, any applicable law, rule, regulation or order, (3D) with respect to any Person agreement or the property or assets instrument of a Person acquired by the Company Borrower or any Material Subsidiary existing Subsidiary, or that is assumed in connection with the acquisition of property or assets from any Person, in each case that is in existence at the time of such acquisition and transaction (but not incurred in connection with or created in contemplation of such acquisition and thereof), which limitation is not applicable to any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacementsPerson, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment properties or transfer assets of any property or asset that is a leasePerson, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect toother than the Person so acquired and its Subsidiaries, or Lien on, any the property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documentsso acquired, (6E) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or customary restrictions with respect to any a Subsidiary of the Borrower pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the capital stock of, Equity Interests or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending of such sale or other dispositionSubsidiary, (8) existing underF) secured Indebtedness otherwise permitted to be incurred pursuant to Section 7.01 that limits the right of the debtor to dispose of the assets securing such Indebtedness, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9G) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into the ordinary course of business, including restrictions on and conditions to the assignment of agreements between Holdings, the Borrower or lessors any Subsidiary and any Governmental Authority or required amounts owed under such agreements, (H) other Indebtedness or preferred stock of Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to Section 7.01 and the provisions relating to such limitation contained in such Indebtedness are no less favorable to the Borrower, taken as a whole, as determined by insurancethe board of directors of the Borrower in good faith, surety than the provisions contained in this Agreement as in effect on the Closing Date, (I) customary provisions in joint venture agreements or bonding companiesarrangements and other similar agreements or arrangements relating solely to such joint venture, (J) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, in each case, under entered into in the ordinary course of business or (K) any limitations of the type referred to in clause (i) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, replacements or refinancings of the contracts, leases instruments or other obligations referred to in clauses (A) through (J) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refunding, replacements or refinancings are, in the good faith judgment of the Borrower’s board of directors, no more restrictive with respect to such limitation than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing, (ii) of any Subsidiary to provide the Guaranty to the Administrative Agent or (iii) of the Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person to secure the Obligations as required hereunder; provided, however, that this clause (iii) shall not prohibit (A) any negative pledge incurred or provided in connection with any purchase money Liens or Capital Lease Obligations otherwise permitted hereby solely to the extent any such negative pledge relates to the property financed by or the subject of the relevant Indebtedness, (B) customary joint venture agreements relating to purchase options, rights of first refusal or call or similar rights of a third party that owns Equity Interests in such joint venture or (C) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, and (10) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.06.
Appears in 1 contract
Burdensome Agreements. The During the Covenant Modification Period, the Company shall not, nor and shall it not permit any of its Material Subsidiaries to, enter into, or permit to exist, into any consensual Contractual Obligation that (a) encumbers or restricts limits the ability of such Material Subsidiary to (i) of any Subsidiary to make dividends or distributions Restricted Payments to the Company, (ii) pay Company or any Debt Guarantor or other obligation owed to the Company, (iii) make loans or advances to the Company, (iv) otherwise transfer any of its property to the Company or any Guarantor, (bii) encumbers of any Subsidiary to guarantee the Indebtedness of the Company under this Agreement or restricts the ability any other Loan Document or (iii) of the Company or such Material any Subsidiary to pledge its create, incur, assume or suffer to exist Liens on property pursuant to the Loan Documents of such Person under this Agreement or any renewalsother Loan Document; provided, refinancingshowever, exchanges, refundings that this Section 7.13 shall not prohibit encumbrances or extension thereof, except, in each case, those (1) restrictions existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, of (A) applicable law, rule, regulation (B) this Agreement or orderany other Loan Document, (3C) with respect any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.02(e) solely to the extent any Person such negative pledge relates to the property financed by or the property subject of such Indebtedness, (D) customary provisions restricting subletting, subleasing, transferring, assignment, or assets transfer of a Person acquired any lease (or any subordination, non-disturbance and attornment agreement or similar agreement entered into in connection with such lease) governing any leasehold interest of the Company or any of its Subsidiaries, (E) customary provisions of any licensing agreements or other contracts entered into by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to its Subsidiaries in the ordinary course of business, not relating to any Debt, and that do not, individually or in (F) restrictions on the aggregate, materially detract from the value Disposition of any property asset pending the close of the Disposition of such asset, so long as either a condition to the Disposition of such asset is that the obligations under this Agreement and the other Loan Documents be paid in full or the Disposition of such asset is permitted under this Agreement and the other Loan Documents; provided such restrictions apply solely to the asset being disposed of or, if such Disposition is for the Equity Interests in a Subsidiary, the assets of the Company such Subsidiary and its direct or any Material Subsidiaryindirect Subsidiaries, (7G) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect in joint venture agreements and other similar agreements applicable to joint ventures permitted under this Agreement and the disposition or distribution of other Loan Documents and applicable solely to such joint venture (and its assets or property, in each case contained in joint venture, partnership or limited liability company agreementsEquity Interest issued by such Person), and (9H) the Existing Indenture as in effect on the Amendment No. 2 Effective Date or any future indenture so long as the restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into any such indenture are not more restrictive than those in the ordinary course Existing Indenture on the Amendment No. 2 Effective Date; or (b) requires the grant of business, and (10) those with respect a Lien to any secure an obligation of such Person if a Lien that is permitted granted to be incurred pursuant to Section 8.06secure another obligation of such Person.”
Appears in 1 contract
Samples: Credit Agreement (Mattel Inc /De/)
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, Enter into or permit to exist, exist any consensual Contractual Obligation (other than this Agreement or any other Loan Document) that (a) encumbers or restricts limits the ability of such Material Subsidiary to (i) of any Restricted Subsidiary to make dividends Restricted Payments to any Loan Party or distributions to the Companyotherwise transfer property to or invest in any Loan Party, (ii) pay of any Debt Restricted Subsidiary to Guarantee the Obligations or other obligation owed to the Company, (iii) make loans of any Loan Party or advances any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that the foregoing clauses shall not prohibit (A) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.02(f) or (g) solely to the Companyextent 101 any such negative pledge relates to the property financed by or the subject of such Indebtedness, (ivB) transfer any customary restrictions on assignment in leases, subleases, licenses, or asset sale agreements otherwise permitted hereby (or in easements, rights of its property to the Company way or (b) encumbers similar rights or restricts the ability of the Company or such Material Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, exceptencumbrances, in each casecase granted to the Borrower or a Restricted Subsidiary by a third party in respect of real property owned by such third party) so long as such restrictions relate only to the assets (or the Borrower’s or such Restricted Subsidiary’s rights under such easement, those right of way or similar right or encumbrance, as applicable) subject thereto, (1C) existing under customary restrictions and conditions on transfers and investments contained in any agreement relating to the Loan Documents and sale of any other asset or any Restricted Subsidiary pending the consummation of such sale; (D) in the case of any Person that becomes a Restricted Subsidiary after the Closing Date, any agreement in effect on at the time such Person so becomes a Restricted Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming such a Restricted Subsidiary; and (E) in the case of any assets acquired after the Closing Date and Date, any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions agreement in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing effect at the time of such acquisition which pertains to such assets and not incurred only such assets and is assumed in connection with or such acquisition, so long as such agreement was not entered into in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements acquisition; or refinancings thereof, provided that (b) requires the encumbrances or restrictions in any grant of a Lien to secure an obligation of such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as Person if a whole, than those in effect at Lien is granted to secure the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, and (10) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.06Obligations.
Appears in 1 contract
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, Enter into or permit to existexist any Contractual Obligation (other than this Agreement, any consensual Contractual Obligation other Loan Document and the Senior Subordinated Documents) that (a) encumbers or restricts limits the ability of such Material Subsidiary to (i) of any Subsidiary to make dividends or distributions Restricted Payments to the CompanyBorrower or any Guarantor, (ii) pay any Debt or other obligation owed to the Company, (iii) make intercompany loans or advances to the CompanyBorrower or any Guarantor or to repay such loans or advances, or to otherwise transfer property to or invest in the Borrower or any Guarantor, except for any agreement in effect (A) on the date hereof or (B) at the time any Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (ivii) transfer of any Subsidiary to Guarantee the Indebtedness of its the Borrower or (iii) of the Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; PROVIDED, HOWEVER, that this clause (iii) shall not prohibit (A) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under SECTION 7.02(c)(iv) solely to the Company extent any such negative pledge relates to the property financed by or the subject of such Indebtedness nor (B) customary anti-assignment provisions in contracts restricting the assignment thereof; or (b) encumbers or restricts requires the ability of the Company or such Material Subsidiary to pledge its property pursuant to the grant by a Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those (1) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets Party of a Person acquired by the Company or any Material Subsidiary existing at the time Lien to secure an obligation of such acquisition and not incurred in connection with or in contemplation Loan Party if a Lien is granted to secure another obligation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, and (10) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.06Party.
Appears in 1 contract
Burdensome Agreements. The Company shall notExcept pursuant to the Revolving Credit Agreement, nor shall it permit its Material Subsidiaries tothe Note Purchase Agreement, the Foreign Subsidiary Credit Agreement or other agreement governing Indebtedness permitted hereunder, enter into, or permit to exist, into any consensual Contractual Obligation (other than this Agreement or any other Loan Document) that (a) encumbers or restricts limits the ability of such Material Subsidiary to (i) of any Subsidiary to make dividends or distributions Restricted Payments to the CompanyBorrower or any Guarantor or to otherwise transfer property to the Borrower or any Guarantor, (ii) pay of any Debt Subsidiary to Guarantee the Indebtedness of the Borrower or other obligation owed to the Company, (iii) make loans of the Borrower or advances any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this clause (iii) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.03(e) solely to the Company, (iv) transfer extent any of its property such negative pledge relates to the Company property financed by or the subject of such Indebtedness; or (b) encumbers requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person. The foregoing provision shall not apply to encumbrances or restricts the ability of the Company or such Material Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those (1) restrictions existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, : (a) applicable law, rule, regulation or orderorder (including agreements with regulatory authorities), (3b) customary net worth, restrictions on cash or other deposits and non-assignment provisions of any lease, license or other contract, (c) customary restrictions with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided pursuant to an agreement that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement has been entered into for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreementsEquity Interests of such Subsidiary, and (9d) restrictions on cash customary provisions in joint venture agreements and other similar agreements relating solely to the securities, assets and revenues of such Joint Venture or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, and (10) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.06business venture.
Appears in 1 contract
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries toAfter the date of this Agreement, enter into, or permit to exist, into any consensual Contractual Obligation (other than (x) this Agreement or any other Loan Document and (y) Permitted Debt Restrictions) that (a) encumbers or restricts limits the ability of such Material Subsidiary to (i) of any Restricted Subsidiary to make dividends or distributions Restricted Payments to the CompanyBorrower or any Guarantor or to otherwise transfer property to the Borrower or any Guarantor, (ii) pay of any Debt Restricted Subsidiary to Guarantee the Indebtedness of the Borrower or other obligation owed to the Company, (iii) make loans of the Parent, the Borrower or advances any Restricted Subsidiary to the Companycreate, (iv) transfer incur, assume or suffer to exist Liens on property of such Person to secure any of its property to the Company Loan Documents or (b) encumbers requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person, or restricts amend any Contractual Obligation existing on the ability date of the Company this Agreement so as to impose or make more restrictive such Material Subsidiary to pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, excepta limitation, in each case, those case other than the following: (1A) existing any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.03(b) and Section 7.03(f) solely to the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in extent any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, negative pledge relates to the property financed by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time subject of such acquisition and not incurred in connection with Indebtedness or in contemplation of property subject to a Lien permitted hereunder that secures such acquisition and Indebtedness; (B) [reserved]; (C) any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions imposed by reason of customary provisions contained in leases, licenses, joint ventures agreements and similar agreements entered into in the ordinary course of business; (D) any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, 107 encumbrances or refinancings restrictions that are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing were created by virtue of any transfer of, agreement to transfer, transfer or option or right with respect toto any property, assets or Lien on, any property or assets of the Company or any Material Subsidiary capital stock not otherwise prohibited by this Agreement; (E) any restrictions regarding licenses or sublicenses by the Loan Documents, (6) arising or agreed to Borrower and its Restricted Subsidiaries of intellectual property in the ordinary course of business, not relating to ; (F) any Debt, and that do not, individually or restrictions in a Contractual Obligation incurred in the aggregate, materially detract from the value ordinary course of any property or business and on customary terms that prohibit transfer of assets subject of the Company or any Material Subsidiary, applicable Contractual Obligation; (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9G) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurancecustomers, surety or bonding companiessuppliers or, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, other third parties; and (10H) those with respect any restrictions contained in agreements related to any Lien that is Indebtedness permitted to be incurred pursuant to by Section 8.067.03(e), (m) or (n).
Appears in 1 contract
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter Enter into, or permit to exist, any consensual Contractual Obligation that (a) encumbers or restricts the ability of any such Material Subsidiary Person to (i) make dividends or distributions to the Companyact as a Loan Party, (ii) make Restricted Payments to any Loan Party, (iii) pay any Debt Indebtedness or other obligation owed to the Companyany Loan Party, (iiiiv) make loans or advances to the Companyany Loan Party, or (ivv) transfer create any Lien upon any of its property their properties or assets, whether now owned or hereafter acquired to secure the Company Secured Obligations, or (b) encumbers requires the grant of any Lien on property for any obligation if a Lien on such property is given as security for the Secured Obligations, except (A) any such restrictions and conditions imposed by this Agreement or restricts by any Loan Document, (B) in the ability case of the Company clause (a)(v) only, for any document or such Material Subsidiary to pledge its property instrument governing secured Indebtedness incurred pursuant to Section 7.02(c) (provided, that, any such restriction contained therein relates only to the Loan Documents asset or assets securing such Indebtedness), (C) customary restrictions and conditions contained in agreements relating to the Disposition of any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those property (1) existing under including the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions Equity Interests in any Subsidiary) pending such amendmentsDisposition, modificationsprovided, restatementsthat, renewals, extensions, supplements, refundings, replacements or refinancings such restrictions and conditions apply only to the property that is to be sold (and the property owned by any Person whose Equity Interests are not materially more restrictive, taken as a whole, than those contained in to be sold) and such existing agreementDisposition is permitted under Section 7.05, (2D) existing underrestrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred under Section 7.02, by reason of(E) any instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or with respect tothe properties or assets of any Person, applicable law, rule, regulation or order, (3) with respect to any other than the Person or the property or assets of a Person acquired by the Company or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property properties or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan DocumentsPerson so acquired, (6F) arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, materially detract from the value of any property or assets of the Company or any Material Subsidiary, (7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to in leases and other contracts restricting the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreementsassignment thereof, and (9G) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in the ordinary course of business, and (10) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.06applicable Law.
Appears in 1 contract
Burdensome Agreements. The Company shall not, nor shall it permit its Material Subsidiaries to, enter into, or permit to exist, Enter into any consensual Contractual Obligation (other than this Agreement or any other Loan Document) that (a) encumbers or restricts limits the ability of such Material Subsidiary to (i) of any Subsidiary to make dividends or distributions Restricted Payments to the CompanyBorrower, to make loans, or to otherwise transfer property to the Borrower or any other Subsidiary, (ii) pay of any Debt Subsidiary to Guarantee or other obligation owed grant Liens to secure Indebtedness of the Company, Borrower or (iii) make loans of the Borrower to grant Liens to secure the Obligations; (b) requires the grant of a Lien to secure, or advances the Guarantee of, an obligation of such Person if a Lien is granted to secure, or a Guarantee is made of, another obligation of such Person; or (c) would be breached by compliance with the Companyprovisions of the Loan Documents; provided, however, that this Section shall not prohibit such limitations existing under or by reason of (A) applicable Law, (ivB) transfer this Agreement or any other Loan Document, (C) customary provisions restricting subletting or assignment in any lease governing any leasehold interest of the Borrower or any of its property to Subsidiaries, (D) customary provisions restricting assignment in any licensing agreement (in which the Company or (b) encumbers or restricts the ability of the Company or such Material Subsidiary to pledge its property pursuant to the Loan Documents Borrower or any renewals, refinancings, exchanges, refundings or extension thereof, except, in each case, those (1of its Subsidiaries is the licensee) existing under the Loan Documents and any other agreement in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in such existing agreement, (2) existing under, by reason of, or with respect to, applicable law, rule, regulation or order, (3) with respect to any Person or the property or assets of a Person acquired entered into by the Company Borrower or any Material Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances or restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements, or refinancings are not materially more restrictive, taken as a whole, than those in effect at the time of the acquisition, (4) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (5) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Material Subsidiary not otherwise prohibited by the Loan Documents, (6) arising or agreed to its Subsidiaries in the ordinary course of business, not relating (E) restrictions and conditions on the transfer of or granting of a Lien on any asset subject to a Lien permitted by Section 7.01 solely to the extent any Debtsuch negative pledge relates to the property financed by or the subject of such Indebtedness, (F) restrictions and that do not, individually or in conditions on the aggregate, materially detract from the value transfer of any property or assets asset pending the close of the Company or any Material Subsidiarysale of such asset, (7G) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Material Subsidiary that restrict distributions by that Material Subsidiary pending such sale or other disposition, (8) existing under, by reason of, or with respect to, customary supermajority voting provisions and customary provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture, partnership or limited liability company agreements, and (9) restrictions on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case, under contracts, leases or other agreements entered into in by an Insurance Subsidiary with any Applicable Insurance Regulatory Authority, or (H) any Tax sharing, Tax allocation, or other similar Tax arrangement or agreement entered into among the ordinary course of business, Borrower and (10) those with respect to any Lien that is permitted to be incurred pursuant to Section 8.06its Subsidiaries.
Appears in 1 contract
Samples: Credit Agreement (Tower Group, Inc.)
