Common use of Limitation on Certain Restrictions on Subsidiaries Clause in Contracts

Limitation on Certain Restrictions on Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such 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 Company or any of its Subsidiaries, or pay any Indebtedness owed to the Company or any of its Subsidiaries, (b) make loans or advances to the Company or any of its Subsidiaries or (c) transfer any of its properties or assets to the Company or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Purchaser Documents, (iii) the Senior Debt Documents, (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Company or any of its Subsidiaries, (v) customary provisions restricting assignment of any licensing agreement (in which the Company or any of its Subsidiaries is the licensee) or other contract entered into by the Company or any of its Subsidiaries in the ordinary course of business, (vi) restrictions on the transfer of any asset pending the close of the sale of such asset, and (vii) restrictions on the transfer of any asset subject to a Lien permitted by Section 7.1 hereof.

Limitation on Certain Restrictions on Subsidiaries. The Company will not, not and will not permit any of its Subsidiaries to, and the Delaware Sub will not, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to or the Delaware Sub, as the case may be, to (a) pay dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Company or any Subsidiary of its Subsidiariesthe Company, or pay any Indebtedness owed to the Company or any a Subsidiary of its Subsidiaries, the Company, (b) make loans or advances to the Company or any of its the Company’s Subsidiaries or or (c) transfer any of its properties or assets to the Company or any of its the Company’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Purchaser DocumentsAgreement, (iii) the Senior Debt Documents, (iv) customary provisions restricting subletting or assignment of any lease Lease governing any a leasehold interest of the Company or any a Subsidiary of its Subsidiariesthe Company, (viv) customary provisions restricting assignment of any licensing agreement (in which the Company or any of its Subsidiaries is the licensee) or other contract entered into by the Company or any a Subsidiary of its Subsidiaries the Company in the ordinary course of business, (v) Permitted Liens restricting the transfer of the asset or assets subject thereto and (vi) restrictions on which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the transfer First Draw Down Date in accordance with the provisions of any asset pending the close of the sale of such asset, and (vii) restrictions on the transfer of any asset subject to a Lien permitted by Section 7.1 hereofthis Agreement.

Limitation on Certain Restrictions on Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Company or any of its Subsidiaries, or pay any Indebtedness owed to the Company or any of its Subsidiaries, (b) make loans or advances to the Company or any of its Subsidiaries or (c) transfer any of its properties or assets to the Company or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Purchaser Note Documents, (iii) the Senior Debt Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Company or any of its Subsidiaries, (v) customary provisions restricting assignment of any licensing agreement (in which the Company or any of its Subsidiaries is the licensee) or other contract entered into by the Company or any of its Subsidiaries in the ordinary course of business, (vi) restrictions on the transfer of any asset pending the close of the sale of such asset, and (vii) restrictions on the transfer of any asset subject to a Lien permitted by Section 7.1 hereof8.02(c), (f), (g) or (n).

Limitation on Certain Restrictions on Subsidiaries. The Company Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Company Borrower or any Subsidiary of its Subsidiariesthe Borrower, or pay any Indebtedness owed to the Company Borrower or any Subsidiary of its Subsidiariesthe Borrower, (b) make loans or advances to the Company Borrower or any Subsidiary of its Subsidiaries the Borrower or (c) transfer any of its properties or assets to the Company Borrower or any Subsidiary of its Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Purchaser Credit Documents, (iii) the Senior Debt Documents, (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of the Company Borrower or any Subsidiary of its Subsidiariesthe Borrower, (viv) customary provisions restricting assignment of any licensing agreement (in which or agreements for the Company or any provision of its Subsidiaries is the licensee) or other contract services entered into by the Company Borrower or any Subsidiary of its Subsidiaries the Borrower in the ordinary course of business, (vi) restrictions on the transfer of any asset pending the close of the sale of such asset, business and (viiv) restrictions on the transfer of any asset subject to a Lien permitted by Section 7.1 hereof9.01.

Limitation on Certain Restrictions on Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Company Borrower or any of its Subsidiaries, or pay any Indebtedness owed to the Company Borrower or any of its SubsidiariesSubsidiary, (b) make loans or advances to the Company Borrower or any of its Subsidiaries or (c) transfer any of its properties or assets to the Company Borrower or any of its SubsidiariesSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, ; (ii) this Agreement and Agreement, the other Purchaser Loan Documents, the Unsecured Bond Documents; (iii) the Senior Debt Documents, (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of the Company or any of its Subsidiaries, interest; (viv) customary provisions restricting assignment of any licensing agreement (in which the Company or any of its Subsidiaries is the licensee) or other contract entered into by the Company or any of its Subsidiaries in the ordinary course of business, ; (viv) restrictions on the transfer any holder of any asset pending the close of the sale of such asset, and (vii) restrictions on the transfer of any asset subject to a Lien permitted by Section 7.1 hereof6.02 restricting the transfer of the property subject thereto; (vi) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.04 pending the consummation of such sale; (vii) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity.

Limitation on Certain Restrictions on Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Company or any of its Subsidiaries, or pay any Indebtedness owed to the Company or any of its Subsidiaries, (b) make loans or advances to the Company or any of its Subsidiaries or (c) transfer any of its properties or assets to the Company or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable lawLegal Requirements, including any Applicable Insurance Regulatory Authority, (ii) this Agreement and the other Purchaser DocumentsAgreement, (iii) the Senior Debt Documents, (iv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Company or any of its Subsidiaries, (viv) customary provisions restricting assignment of any licensing agreement (in which the Company or any of its Subsidiaries is the licensee) or other contract (including leases) entered into by the Company or any of its Subsidiaries in the ordinary course of business, (viv) restrictions on the transfer of any asset pending the close of the sale of such asset, and (vii) restrictions on the transfer of any asset subject to a Lien permitted by Section 7.1 hereof.transfer

Limitation on Certain Restrictions on Subsidiaries. The Company Borrower will not, and will not permit any of its Subsidiaries Company to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary Company to (a) pay dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Company or any of its SubsidiariesCompany, or pay any Indebtedness owed to the Company or any of its SubsidiariesCompany, (b) make loans or advances to the any Company or any of its Subsidiaries or (c) transfer any of its properties or assets to the Company or any of its SubsidiariesCompany, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Purchaser Credit Documents, (iii) the Senior Debt Documents, (iv) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of the Company or any of its SubsidiariesCompany, (viv) customary provisions restricting assignment of any licensing agreement (in which the a Company or any of its Subsidiaries is the licensee) or other contract entered into by the any Company or any of its Subsidiaries in the ordinary course of business, (v) any instrument governing Indebtedness described in Section 10.4(h), which restriction is not applicable to any Person, or the property or assets of any Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vi) restrictions agreements existing on the transfer Closing Date to the extent and in the manner such agreements are in effect on the Closing Date, (vii) any agreement for the sale or disposition of capital stock or assets of any asset pending the close of the Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale of such assetor disposition is made in compliance with Section 10.2, and (viiviii) restrictions on the transfer of any asset subject to a Lien permitted by Section 7.1 hereof10.1(e), (f) or (g).

Limitation on Certain Restrictions on Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance encumbrance, restriction or restriction condition on the ability of any such Subsidiary to (ai) pay dividends Dividends or make any other distributions on its Capital Stock Equity Interests or any other interest or participation in its profits owned by the Company or any of its SubsidiariesCompany, or pay any Indebtedness owed to the Company or any of its SubsidiariesCompany, (bii) make loans or advances to the any Company or any of its Subsidiaries or (ciii) transfer any of its properties or assets to the Company or any of its SubsidiariesCompany, except for such encumbrances encumbrances, restrictions or restrictions conditions existing between or among the Companies or existing under or by reason of of: (ia) applicable law, mandatory Legal Requirements; (iib) (x) this Agreement and the other Purchaser Documents, Loan Documents and (iiiy) the Convertible Senior Debt Documents, Secured Note Documents as in effect on the Closing Date or otherwise as amended in accordance with Section 6.11; (ivc) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of the Company or any of its Subsidiaries, a Subsidiary; (vd) customary provisions restricting assignment of any licensing agreement (in which the Company or any of its Subsidiaries is the licensee) or other contract entered into by the Company or any of its Subsidiaries a Subsidiary in the ordinary course of business, ; or (vie) customary restrictions on and conditions contained in any agreement relating to the transfer sale or other disposition of any asset property pending the close of the sale consummation of such assetsale or other disposition; provided that (i) such restrictions and conditions apply only to the property to be sold, and (viiii) restrictions on the transfer of any asset subject to a Lien such sale is permitted by Section 7.1 hereofhereunder.