Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness owed to Borrower or a Subsidiary, (b) make loans or advances to Borrower or any Subsidiary or (c) transfer any of its properties to Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Law; (ii) this Agreement and the other Loan Documents; (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (iv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (v) any holder of a Lien permitted by Section
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Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create Create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (ai) pay dividends or make any other distributions on its capital stock or pay any Debt or other interest or participation in its profits owned by Obligations owed to the Borrower or any Subsidiary, or pay any Indebtedness owed to Borrower or a Subsidiaryof its other Subsidiaries, (bii) make any loans or advances to the Borrower or any Subsidiary of its other Subsidiaries or (ciii) transfer any of its properties property or assets to the Borrower or any Subsidiaryof its other Subsidiaries, except for except:
(a) those contained in the Loan Documents or the documents related to the Subordinated Debt;
(b) any such encumbrances encumbrance or restrictions existing under or by reason restriction consisting of (i) applicable Requirements of Law; (ii) this Agreement customary non-assignment provisions in contractual obligations and the other Loan Documents; (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (iv) customary provisions restricting assignment of any agreement are entered into by a Subsidiary in the ordinary course of businessbusiness to the extent such provisions restrict the transfer of the lease or license or assignment of such agreement; and 106 99
(vc) any holder in the case of a Lien clause (iii) above, Permitted Liens or other restrictions contained in security agreements securing Debt permitted by SectionSection 6.2(c)(i) to the extent such restrictions restrict the transfer of such asset;
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Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by Borrower or any Subsidiary, or pay any Indebtedness owed to Borrower or a Subsidiary, (b) make loans or advances to Borrower or any Subsidiary or (c) transfer any of its properties to Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable Requirements of Lawlaw; (ii) this Agreement and the other Loan Documents; (iii) the Senior Subordinated Note Documents; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (ivv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (vvi) any holder of a Lien permitted by SectionSection 6.02 restricting the transfer of the asset or assets subject thereto;
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Limitation on Certain Restrictions on Subsidiaries. Directly The Lead Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Lead Borrower or any Subsidiaryof its Restricted Subsidiaries, or pay any Indebtedness owed to the Lead Borrower or a Subsidiaryany of its Restricted Subsidiaries, (b) make loans or advances to the Lead Borrower or any Subsidiary of its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Lead Borrower or any Subsidiaryof its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of of:
(i) applicable Requirements of Law; law;
(ii) this Agreement and the other Loan Credit Documents, the ABL Credit Agreement, the First Lien Credit Agreement, and the other definitive documentation entered into in connection therewith; (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (iv) customary provisions restricting assignment of any agreement entered into by a Subsidiary in the ordinary course of business; (v) any holder of a Lien permitted by SectionRefinancing Term Loans and Refinancing Note Documents;
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Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create Create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (ai) pay dividends or make any other distributions on its capital stock Capital Stock or pay any Debt or other interest or participation in its profits owned by obligations owed to the Borrower or any Subsidiary, or pay any Indebtedness owed to Borrower or a Subsidiaryof its other Subsidiaries, (bii) make any loans or advances to the Borrower or any Subsidiary of its other Subsidiaries or (ciii) transfer any of its properties property or assets to the Borrower or any Subsidiaryof its other Subsidiaries, except for except:
(a) those contained in the Loan Documents or the documents related to the Subordinated Debt;
(b) any such encumbrances encumbrance or restrictions existing under or by reason restriction consisting of (i) applicable Requirements of Law; (ii) this Agreement customary non-assignment provisions in contractual obligations and the other Loan Documents; (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (iv) customary provisions restricting assignment of any agreement are entered into by a Subsidiary in the ordinary course of businessbusiness to the extent such provisions restrict the transfer of the lease or license or assignment of such agreement; and
(vc) any holder in the case of a Lien clause (iii) above, Permitted Liens or other restrictions contained in security agreements securing Debt permitted by SectionSection 8.02(c)(i) to the extent such restrictions restrict the transfer of such asset.
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Sources: Credit Agreement (Team Health Inc)
Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create Create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (ai) pay dividends or make any other distributions on its capital stock or pay any Debt or other interest or participation in its profits owned by Obligations owed to the Borrower or any Subsidiary, or pay any Indebtedness owed to Borrower or a Subsidiaryof its other Subsidiaries, (bii) make any loans or advances to the Borrower or any Subsidiary of its other Subsidiaries or (ciii) transfer any of its properties property or assets to the Borrower or any Subsidiaryof its other Subsidiaries, except for except:
(a) those contained in the Loan Documents or the documents related to the Subordinated Debt;
(b) any such encumbrances encumbrance or restrictions existing under or by reason restriction consisting of (i) applicable Requirements of Law; (ii) this Agreement customary non-assignment provisions in contractual obligations and the other Loan Documents; (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Subsidiary; (iv) customary provisions restricting assignment of any agreement are entered into by a Subsidiary in the ordinary course of businessbusiness to the extent such provisions restrict the transfer of the lease or license or assignment of such agreement; and
(vc) any holder in the case of a Lien clause (iii) above, Permitted Liens or other restrictions contained in security agreements securing Debt permitted by SectionSection 6.2(c)(i) to the extent such restrictions restrict the transfer of such asset;
Appears in 1 contract
Sources: Credit Agreement (Team Health Inc)