Investments Sample Clauses
The Investments clause defines the terms and conditions under which one party provides capital or resources to another, typically in exchange for equity, debt, or other financial interests. It outlines the amount, timing, and form of the investment, as well as any rights or obligations attached, such as reporting requirements or restrictions on use of funds. This clause ensures both parties have a clear understanding of the investment arrangement, reducing the risk of disputes and providing a framework for managing the invested resources.
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Investments. No Credit Party shall, nor shall it permit any of its Subsidiaries (including any Regulated Subsidiaries) or any Qualifying Reciprocal Entity in respect of which it is appointed as attorney-in-fact to, directly or indirectly, make or own any Investment in any Person, including any joint venture and any Foreign Subsidiary, except:
(a) Investments in cash and Cash Equivalents and deposit accounts or securities accounts in connection therewith;
(b) equity Investments owned as of the Closing Date in any Subsidiary;
(c) intercompany loans to the extent permitted under Section 8.1(b), and guarantees to the extent permitted under Section 8.1(c);
(d) Investments existing on the Closing Date and described on Schedule 8.6;
(e) Investments constituting Swap Agreements permitted by Section 8.1(f);
(f) Permitted Acquisitions;
(g) Investments constituting accounts receivable, trade debt and deposits for the purchase of goods, in each case made in the ordinary course of business;
(h) Investments made by Regulated Entities in the ordinary course of business that are consistent with the respective investment policies of each such Regulated Entity in effect on the Closing Date, as such policy may be amended or modified from time to time by board (or equivalent) approval;
(i) Guarantees by any Credit Party, any Subsidiary or any other Regulated Entity constituting Indebtedness permitted by Section 8.1;
(j) loans or advances to employees, officers or directors of members of any Credit Party or Subsidiary (other than any Regulated Subsidiary) in the ordinary course of business for travel, relocation and related expenses; provided, that, the aggregate amount of all such loans and advances does not exceed Five-Hundred Thousand Dollars ($500,000) in the aggregate at any time outstanding;
(k) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;
(l) Investments resulting from pledges or deposits described in Section 8.2(d);
(m) Investments consisting of ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits in connection with a Permitted Acquisition or other Investment permitted hereunder;
(n) Investments consisting of endorsements for collection or deposit in the ordinary course of business;
(o) Investments by any Credit Party, any Subsidiary, or any other Regulated Entity in ...
Investments. No more than 45% of the “value” (as defined in Section 2(a)(41) of the Investment Company Act of 1940, as amended (“Investment Company Act”)) of the Company’s total assets consist of, and no more than 45% of the Company’s net income after taxes is derived from, securities other than “Government Securities” (as defined in Section 2(a)(16) of the Investment Company Act) or money market funds meeting the conditions of Rule 2a-7 of the Investment Company Act.
Investments. (i) held by the Borrower or such Subsidiary in the form of cash and Cash Equivalents,
(ii) made in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers, in each case consistent with past practices,
(iii) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment, in each case only to the extent reasonably necessary in order to prevent or limit loss,
(iv) in any Special Entity, so long as in each case such Investments are (A) made in the ordinary course of business to fund operating expenses (including, without limitation, purchases of inventory in the ordinary course of business and capital expenditures incurred in the ordinary course of business consistent with past practices but only to the extent they are Ordinary Capital Expenditures) of such Special Entity, (B) consistent with past practices of the Borrower, its Subsidiaries and such Special Entities and (C) either (I) not in excess of $25,000,000 in the aggregate at any time outstanding or (II) otherwise made pursuant to agreements, documents or other instruments pursuant to which the Borrower or such Subsidiary shall have a commitment to fund and in respect of which the Borrower shall, upon the request of the Administrative Agent, use commercially reasonable efforts to cause the Administrative Agent, for the benefit of itself and the other Lenders, to have a perfected first Lien within thirty (30) days (or such longer time period as the Administrative Agent may agree) following the date of any such Investment under this subclause (II) (and subject to an agreement among the Administrative Agent on behalf of the Lenders on the one hand, and the administrative agent on behalf of the lenders under the Parent Credit Agreement, the Parent Term Loan Facility or the Revolving Loan Facility, as applicable, on the other hand, regarding such Liens), but in no event shall the aggregate amount of all Investments made under this subclause (II) exceed $50,000,000;
(v) Investments consisting of extensions of credit in ...
Investments. The Trustees shall have power, subject to the Fundamental Policies in effect from time to time with respect to the Trust to:
(a) manage, conduct, operate and carry on the business of an investment company;
(b) subscribe for, invest in, reinvest in, purchase or otherwise acquire, hold, pledge, sell, assign, transfer, exchange, distribute or otherwise deal in or dispose of any and all sorts of property, tangible or intangible, including but not limited to securities of any type whatsoever, whether equity or non-equity, of any issuer, evidences of indebtedness of any person and any other rights, interests, instruments or property of any sort and to exercise any and all rights, powers and privileges of ownership or interest in respect of any and all such investments of every kind and description, including, without limitation, the right to consent and otherwise act with respect thereto, with power to designate one or more Persons to exercise any of said rights, powers and privileges in respect of any of said investments. The Trustees shall not be limited by any law limiting the investments which may be made by fiduciaries.
Investments. Neither Borrower nor any of its Subsidiaries owns any stock, shares, partnership interests or other equity securities except for Permitted Investments.
Investments. The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Fund as set forth in the Fund’s prospectus and statement of additional information as currently in effect and, as soon as practical after the Trust, the Fund or the Adviser notifies the Subadviser thereof, as supplemented or amended from time to time (collectively referred to hereinafter as the “Prospectus”) and subject to the directions of the Adviser and the Trust’s Board of Trustees, to monitor on a continuous basis the performance of the Subadviser Assets and to conduct a continuous program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadviser Assets. The Adviser agrees to provide the Subadviser with such assistance as may be reasonably requested by the Subadviser in connection with the Subadviser’s activities under this Agreement, including, without limitation, providing information concerning the Fund, its funds available or to become available for investment, and generally as to the conditions of the Fund’s or the Trust’s affairs.
Investments. Make any Investments, except:
(a) Investments existing on the Closing Date and listed on Schedule 7.02;
(b) Investments held by Borrower or such Subsidiary in the form of cash equivalents or short-term marketable debt securities;
(c) advances to officers, directors and employees of Borrower and Subsidiaries, for travel, entertainment, relocation and analogous ordinary business purposes;
(d) Investments of any Loan Party in (i) any wholly-owned Subsidiary which is a Guarantor, and (ii) any other wholly-owned Subsidiary, not to exceed, in the case of this clause (ii), (for the avoidance of doubt, in addition to existing Investments permitted by Section 7.02(a), but without duplication with Section 7.03(c)), Two Hundred Million Dollars ($200,000,000) in the aggregate at any time; and Investments of any wholly-owned Subsidiary in Borrower or in another wholly-owned Subsidiary;
(e) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;
(f) Investments consisting of intercompany loans or Guarantees, in each case, permitted by Section 7.03;
(g) Investments in connection with Permitted Acquisitions and Permitted Share Repurchases, in each case subject to the terms and conditions of Section 7.06;
(h) Investments received in connection with the settlement of a bona fide dispute with another Person;
(i) any Permitted Stock Repurchase; and
(j) additional Investments (including, but not limited to, investments in joint ventures and minority interest investments) up to but not exceeding Fifty Million Dollars ($50,000,000) in the aggregate in any fiscal year.
Investments. Make any Investment, except:
(a) (i) Investments existing on the Closing Date in Subsidiaries existing on the Closing Date, (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 7.3, (iii) Investments made after the Closing Date by any Credit Party in any other Credit Party, (iv) Investments made after the Closing Date by any Non-Guarantor Subsidiary in any other Non-Guarantor Subsidiary and (v) Investments made after the Closing Date by any Non-Guarantor Subsidiary in any Credit Party;
(b) Investments in cash and Cash Equivalents;
(c) Investments by the Borrower or any of its Subsidiaries consisting of capital expenditures permitted by this Agreement;
(d) deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 7.2;
(e) purchases of assets in the ordinary course of business;
(f) Guarantees permitted pursuant to Section 7.1;
(g) extensions of credit by any of the Credit Parties relating to the sale of goods and/or services to customers in the ordinary course of business; and
(h) in addition to those items provided above, (i) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, other Investments in an aggregate amount not to exceed $10,000,000 at any time outstanding (provided, that for purposes of clarification, this $10,000,000 amount is an addition to and not including those amounts as listed in clauses (a) through (g) above and amounts incurred under clause (h)(ii)), and (ii) additional Investments; provided that, with respect to this clause (ii), (A) no Default or Event of Default has occurred and is continuing or would result therefrom and (B) at the time of such Investment and after giving pro forma effect thereto and any Indebtedness incurred in connection therewith, the Consolidated Total Leverage Ratio is less than or equal to 2.25 to 1.00, such compliance to be determined on the basis of the financial information most recently delivered to the Lender pursuant to Section 6.1(a) or (b). For purposes of determining the amount of any Investment outstanding for purposes of this Section 7.3, such amount shall be deemed to be the amount of such Investment when made, purchased or acquired (without adjustment for subsequent increases or decreases in the value of such Investment) less any amount realized in respect of such Investment upon the sale, col...
Investments. Make or hold any Investments, except:
(a) Investments by the Borrower or any of its Restricted Subsidiaries in assets that were cash or Cash Equivalents when such Investment was made;
(b) loans or advances to officers, directors and employees of any Loan Party (or any direct or indirect parent thereof) or any of its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes and (ii) in connection with such Person’s purchase of Equity Interests of the Borrower or any direct or indirect parent thereof or to permit the payment of taxes with respect thereto; provided that, to the extent such loans or advances are made in cash, the amount of such loans and advances used to acquire such Equity Interests shall be contributed to the Borrower in cash as common equity; provided, further, that the aggregate principal amount outstanding at any time under this clause (ii) shall not exceed $5,000,000 and (iii) for any other purposes not described in the foregoing clauses (i) and (ii); provided that the aggregate principal amount outstanding at any time under this clause (iii) shall not exceed $5,000,000.
(c) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided, that Investments made in reliance on clause (iii) shall not exceed the greater of $6,500,000 and 10% of Consolidated EBITDA on a pro forma basis; provided, further that no such Investments made pursuant to this clause (iii) in the form of intercompany loans shall be evidenced by a promissory note unless (x) such promissory note is pledged to the Administrative Agent in accordance with the terms of the Security Agreement and (y) all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to the terms of the Intercompany Note;
(d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business;
(e) Inv...
Investments. (i) existing on the Closing Date in Subsidiaries existing on the Closing Date; provided that in the case of this clause (i), any such Investments in Restricted Subsidiaries that are not Loan Parties in the form of intercompany loans by Loan Parties shall be evidenced by notes that have been pledged (individually or pursuant to a global note) to the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent for the benefit of the Secured Parties;
(ii) in Loan Parties (other than Holdings) (including those formed or acquired after the Closing Date so long as the Borrower and its Restricted Subsidiaries comply with the applicable provisions of Section 6.11; provided that, notwithstanding anything to the contrary in this Agreement or any other Loan Document, the Lien of the Administrative Agent for the benefit of the Secured Parties shall not attach to any such Investment in the form of an intercompany loan and any intercompany note evidencing such loan shall not be required to be delivered to the Administrative Agent if any such note is subsequently reasonably promptly contributed to a Subsidiary that is not a Loan Party pursuant to Section 7.02(c)(iv));
(iii) by Restricted Subsidiaries that are not Loan Parties in Restricted Subsidiaries that are not Loan Parties; and
(iv) by the Borrower or any other Loan Party in Unrestricted Subsidiaries or in Restricted Subsidiaries that are not Loan Parties or in a Joint Venture; provided that, in the case of this clause (iv), (A) no Default under Sections 8.01(a), 8.01(f) or 8.01(g) shall have occurred and be continuing or would be caused thereby, (B) the Borrower and its Restricted Subsidiaries comply with the applicable provisions of Section 6.11, (C) the aggregate amount of all such Investments outstanding at any time (determined without regard to any write-downs or write-offs of such Investments) shall not exceed the greater of (x) $12,000,000 and (y) 10% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries based on the most recent financial statements delivered under Section 6.01(a) or (b); provided, that this clause (C) shall not apply to any such Investment in a Restricted Subsidiary that is not a Loan Party that is in the form of an equity contribution or intercompany loan if, reasonably promptly following receipt of such equity contribution or intercompany loan, the proceeds of such equity contribution or intercompany loan shall be used by such Restricted S...