Common use of Investments; Acquisitions Clause in Contracts

Investments; Acquisitions. Without the written approval of the Banks, except as provided in Sections 9.05 and 9.10 hereof, make any loan or advance to any Person or purchase or otherwise acquire any capital stock, assets, obligations or other securities of, make any capital contribution to, or otherwise invest in, or acquire any interest in, any Person in an amount in excess of $5,000,000 (which for purposes of acquisitions shall include the amount of any Debt assumed), except the following: (a) Permitted Investments; (b) investments made in accordance with Section 9.10 hereof; (c) the formation (but not by way of acquisition) of additional wholly owned Subsidiaries of Borrower or the Restricted Subsidiaries; provided, that, in connection therewith, unless Agent shall waive such requirements, each such Subsidiary shall deliver to Agent a joinder to this Agreement, the Intercreditor Agreement shall be amended to the extent necessary to include such Subsidiary, the capital stock or other equity interest of such Subsidiary shall be pledged to Agent for the benefit of Banks and such Subsidiary shall deliver to Agent a Security Agreement and, to the extent such Subsidiary owns stock of another Person, a Pledge Agreement, and, to the extent such Subsidiary owns any intellectual property, a Trademark Security Agreement and shares of stock, stock powers and powers of attorney and each other agreement, document or instrument reasonably requested by Agent in connection with the foregoing and in connection therewith such Subsidiary shall satisfy the conditions precedent set forth in Sections 6.01(a), (b), (c), (f), (h) (except same shall be deemed to apply to such Subsidiary instead of Designers), (j) except same shall be deemed to apply to such Subsidiary instead of Designers), (n), (o), (p) and (r) to the same extent as if such Subsidiary were an original party to this Agreement; (d) investments in Borrower's common stock made with director and officer deferred compensation pursuant to the terms Borrower's common stock purchase plan and investments made with director or officer deferred compensation pursuant to Borrower's deferred compensation plan; and (e) loans or advances to any employees of Borrower or a Restricted Subsidiary or guaranties made by Borrower and the Restricted Subsidiaries of indebtedness or obligations of any of their employees not to exceed $200,000 in the aggregate during any Fiscal Year outstanding in the ordinary course of business for reasonable and necessary work-related, moving, entertainment and other ordinary business expenses to be incurred by such employee(s) in connection with their employment, provided, that, as of the date of such loan or guarantee and after giving effect thereto, no Event of Default shall exist or have occurred; provided, further, with respect to the Permitted Investments (1) all certificates of deposit, bankers acceptances and money market funds shall be issued or offered by a domestic office of a commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits ("Bank Equity") of not less than $500,000,000, except that amounts up to the aggregate of $5,000,000 is permitted with banks with Bank Equity of less than $500,000,000 but greater than $50,000,000; (2) all money market funds shall comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 and have portfolio assets of at least $5,000,000,000; (3) the aggregate amount of commercial paper rated less than A1/P1, asset backed commercial paper rated less than A1/P1, medium term notes, variable rate demand notes, corporate bonds and municipal notes/bonds shall not exceed $20,000,000 at any time; and (4) the aggregate amount of Permitted Investments of the type referred to in the preceding clause (3) with respect to any individual issuer shall not exceed $10,000,000 at any time.

Investments; Acquisitions. Without the written approval of the Banks, except Except as provided in Sections 9.05 and 9.10 hereof, make any loan or advance to any Person or purchase or otherwise acquire any capital stock, assets, obligations or other securities of, make any capital contribution to, or otherwise invest in, or acquire any interest in, any Person in an amount in excess of Five Million Dollars ($5,000,000 5,000,000) per Fiscal Year for all such Persons (which for purposes of acquisitions shall include the amount of any Debt assumed), except the following: (a) Permitted Investments; (b) investments made in accordance with Section 9.10 hereof; (c) the formation (but not by way of acquisition, except for acquisitions for which the consideration consists of equity securities of the Borrower) of additional wholly owned Subsidiaries of Borrower or the Restricted Subsidiaries; provided, that, in connection therewith, unless Agent shall waive such requirementsrequirements or such Subsidiary shall be an Inactive Subsidiary or a foreign Subsidiary, (i) each such Subsidiary shall deliver become a Guarantor hereunder by delivering to Agent a joinder to this Agreement, the Intercreditor Agreement shall be amended joinder to the extent necessary to include such SubsidiaryMaster Security Agreement, the capital stock or other equity interest of each such Subsidiary shall be pledged to Agent for the benefit of Banks and such Subsidiary shall deliver to Agent a Security Agreement and, to the extent such Subsidiary owns stock of another Person, a Pledge Agreement, and, to the extent such Subsidiary owns any intellectual property, a Trademark Security Agreement and shares of stock, stock powers and powers of attorney and each other agreement, document or instrument reasonably requested by Agent in connection with the foregoing foregoing, including, without limitation, a certificate from such Subsidiary’s insurance carriers evidencing the coverage required by Section 8.05 hereof (which certificate(s) shall show that the Agent is an additional insured and in connection therewith loss payee), (ii) such Subsidiary shall satisfy the conditions precedent set forth in Sections 6.01(a), (b), (c), (f), (h) (except same shall be deemed to apply to such Subsidiary instead of Designers), (j) except same shall be deemed to apply to such Subsidiary instead of Designers), (n), (o), (p) and (ri) to the same extent as if such Subsidiary were an original party to this Agreement, and (iii) if the Accounts and/or Inventory of such Subsidiary are to be in the Borrowing Base, then Collateral Monitor and/or its designee shall conduct an examination of the books and records of such Subsidiary, at the expense of the Borrower (provided, however, that Borrower shall not be liable for any such expenses in excess of Thirty Thousand Dollars ($30,000) for each such examination), and the results of such examination shall be in form and substance reasonably satisfactory to the Required Banks; (d) investments in Borrower's ’s common stock made with director director, officer and officer employee deferred compensation pursuant to the terms Borrower's ’s common stock purchase plan and investments made with director director, officer or officer employee deferred compensation pursuant to Borrower's ’s deferred compensation plan; and (e) loans or advances to any employees of Borrower or a Restricted Subsidiary or guaranties made by Borrower and the Restricted Subsidiaries of indebtedness or obligations of any of their employees not to exceed Two Hundred Thousand Dollars ($200,000 200,000) in the aggregate during any Fiscal Year outstanding in the ordinary course of business for reasonable and necessary work-related, moving, entertainment and other ordinary business expenses to be incurred by such employee(s) in connection with their employment; and (f) investments in or capital contributions to the Borrower’s Restricted Subsidiaries, provided, provided that, as of the date of such loan or guarantee and after giving effect thereto, no Event of Default shall exist or have occurred; provided, furtherprovided further that, with respect to the Permitted Investments (1) all certificates of deposit, bankers acceptances and money market funds shall be issued or offered by a domestic office of a commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits ("“Bank Equity"”) of not less than Five Hundred Million Dollars ($500,000,000), except that amounts up to the aggregate of Five Million Dollars ($5,000,000 is 5,000,000) are permitted with banks with Bank Equity of less than Five Hundred Million Dollars ($500,000,000 500,000,000) but greater than Fifty Million Dollars ($50,000,000); (2) all money market funds shall comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 and have portfolio assets of at least Five Billion Dollars ($5,000,000,000); (3) the aggregate amount of commercial paper rated less than A1/P1, asset backed commercial paper rated less than A1/P1, medium term notes, variable rate demand notes, corporate bonds and municipal notes/bonds shall not exceed Twenty Million Dollars ($20,000,000 20,000,000) at any time; and (4) the aggregate amount of Permitted Investments of the type referred to in the preceding clause (3) with respect to any individual issuer shall not exceed Ten Million Dollars ($10,000,000 10,000,000) at any time.

Investments; Acquisitions. Without the written approval of the Banks, except Except as provided in Sections 9.05 and 9.10 hereof, make any loan or advance to any Person or purchase or otherwise acquire any capital stock, assets, obligations or other securities of, make any capital contribution to, or otherwise invest in, or acquire any interest in, any Person in an amount in excess of $5,000,000 (which for purposes of acquisitions shall include the amount of any Debt assumed), except the following: (a) Permitted Investments; (b) investments made in accordance with Section 9.10 hereof; (c) the formation (but not by way of acquisition, except for acquisitions for which the consideration consists of equity securities of the Borrower) of additional wholly owned Subsidiaries of Borrower or the Restricted Subsidiaries; provided, that, in connection therewith, unless Agent shall waive such requirementsrequirements or such Subsidiary shall be an Inactive Subsidiary or a foreign Subsidiary, (i) each such Subsidiary shall deliver become a Guarantor hereunder by delivering to Agent a joinder to this Agreement, the Intercreditor Agreement shall be amended joinder to the extent necessary to include such SubsidiaryMaster Security Agreement, the capital stock or other equity interest of each such Subsidiary shall be pledged to Agent for the benefit of Banks and such Subsidiary shall deliver to Agent a Security Agreement and, to the extent such Subsidiary owns stock of another Person, a Pledge Agreement, and, to the extent such Subsidiary owns any intellectual property, a Trademark Security Agreement and shares of stock, stock powers and powers of attorney and each other agreement, document or instrument reasonably requested by Agent in connection with the foregoing foregoing, including, without limitation, a certificate from such Subsidiary’s insurance carriers evidencing the coverage required by Section 8.05 hereof (which certificate(s) shall show that the Agent is an additional insured and in connection therewith loss payee), (ii) such Subsidiary shall satisfy the conditions precedent set forth in Sections 6.01(a), (b), (c), (f), (h) (except same shall be deemed to apply to such Subsidiary instead of Designers), (j) except same shall be deemed to apply to such Subsidiary instead of Designers), (n), (o), (p) and (ri) to the same extent as if such Subsidiary were an original party to this Agreement, and (iii) if the Accounts and/or Inventory of such Subsidiary are to be in the Borrowing Base, then Collateral Monitor and/or its designee shall conduct an examination of the books and records of such Subsidiary, at the expense of the Borrower, and the results of such examination shall be in form and substance reasonably satisfactory to the Required Banks; (d) investments in Borrower's ’s common stock made with director director, officer and officer employee deferred compensation pursuant to the terms Borrower's ’s common stock purchase plan and investments made with director director, officer or officer employee deferred compensation pursuant to Borrower's ’s deferred compensation plan; and (e) loans or advances to any employees of Borrower or a Restricted Subsidiary or guaranties made by Borrower and the Restricted Subsidiaries of indebtedness or obligations of any of their employees not to exceed Two Hundred Thousand Dollars ($200,000 200,000) in the aggregate during any Fiscal Year outstanding in the ordinary course of business for reasonable and necessary work-related, moving, entertainment and other ordinary business expenses to be incurred by such employee(s) in connection with their employment, provided, ; provided that, as of the date of such loan or guarantee and after giving effect thereto, no Event of Default shall exist or have occurred; providedand (f) investments in or capital contributions to the Borrower’s Restricted Subsidiaries, furtherprovided further that, with respect to the Permitted Investments (1) all certificates of deposit, bankers acceptances and money market funds shall be issued or offered by a domestic office of a commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits ("“Bank Equity"”) of not less than Five Hundred Million Dollars ($500,000,000), except that amounts up to the aggregate of Five Million Dollars ($5,000,000 is 5,000,000) are permitted with banks with Bank Equity of less than Five Hundred Million Dollars ($500,000,000 500,000,000) but greater than Fifty Million Dollars ($50,000,000); (2) all money market funds shall comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 and have portfolio assets of at least Five Billion Dollars ($5,000,000,000); (3) the aggregate amount of commercial paper rated less than A1/P1, asset backed commercial paper rated less than A1/P1, medium term notes, variable rate demand notes, corporate bonds and municipal notes/bonds shall not exceed Twenty Million Dollars ($20,000,000 20,000,000) at any time; and (4) the aggregate amount of Permitted Investments of the type referred to in the preceding clause (3) with respect to any individual issuer shall not exceed Ten Million Dollars ($10,000,000 10,000,000) at any time.