Common use of Limitation on Restrictions on Subsidiary Distributions Clause in Contracts

Limitation on Restrictions on Subsidiary Distributions. The Company will not, and will not permit any Subsidiary to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Company to (a) pay dividends or make any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Company or any other Subsidiary of the Company, (b) make loans or advances to the Company or any other Subsidiary of the Company or (c) transfer any of its assets to the Company or any other Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) any restrictions with respect to assets encumbered by a Lien permitted by Section 7.04 so long as such restriction applies only to the asset encumbered by such permitted Lien, (iv) any restrictions with respect to T & N plc and its Subsidiaries, or any of the entities acquired in the Xxxxxx Automotive Acquisition, existing on the date of consummation of the Company's acquisition thereof and (v) any restrictions in respect of Subsidiaries which must be disposed of after the Company's acquisition of T & N plc agreed to between the Company and a Governmental Authority having jurisdiction over antitrust or competition issues as a condition to such Governmental Authority's approval of such acquisition.

Limitation on Restrictions on Subsidiary Distributions. The Company will not, and will not permit any Subsidiary to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Company to (ai) pay dividends or make any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Company or any other Subsidiary of the Company, (bii) make loans or advances to the Company or any other Subsidiary of the Company or (ciii) transfer any of its assets to the Company or any other Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of (ia) any restrictions existing under the Loan Documents, (iib) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which has been entered into in connection with the Disposition disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iiic) any restrictions with respect to assets encumbered by a Lien permitted by Section 7.04 6.12 so long as such restriction applies only to the asset assets encumbered by such permitted Lien, and (ivd) to the extent required by the minority shareholders thereof, any restriction with respect to a Foreign Subsidiary of which less than 90% of the Voting Stock is owned by the Company or any of its Subsidiaries and (e) such restrictions with respect to T & N plc and its Subsidiaries, or any of the entities acquired a Securitization Entity required in the Xxxxxx Automotive Acquisition, existing on the date of consummation of the Company's acquisition thereof and (v) any restrictions in respect of Subsidiaries which must be disposed of after the Company's acquisition of T & N plc agreed to between the Company and a Governmental Authority having jurisdiction over antitrust or competition issues as a condition to such Governmental Authority's approval of such acquisitionconnection with Permitted Securitization Transactions.

Limitation on Restrictions on Subsidiary Distributions. The Company will not, and will not permit any Subsidiary of its Subsidiaries to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Company to (a) pay dividends or make any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Company or any other Subsidiary of the Company, (b) make loans or advances to the Company or any other Subsidiary of the Company or (c) transfer any of its assets to the Company or any other Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Credit Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which has been entered into in connection with the Disposition disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, Subsidiary or (iii) any restrictions with respect to assets encumbered by the Company or any of its Subsidiaries imposed pursuant to an agreement which has been entered into in connection with a Lien permitted by Section 7.04 so long as subsection 8.2 or a sale of assets permitted by subsection 8.5 and any such restriction applies prohibitions or limitations apply only to the asset Property encumbered by such permitted Lien, (iv) any restrictions with respect to T & N plc and its Subsidiaries, Lien or any of the entities acquired in the Xxxxxx Automotive Acquisition, existing on the date of consummation of the Company's acquisition thereof and (v) any restrictions in respect of Subsidiaries which must be disposed of after the Company's acquisition of T & N plc agreed to between the Company and a Governmental Authority having jurisdiction over antitrust or competition issues as a condition subject to such Governmental Authority's approval of such acquisitionsale.

Limitation on Restrictions on Subsidiary Distributions. The Company will not, and will not permit any Subsidiary to, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Company (other than an Unrestricted Subsidiary) to (a) pay dividends or make any other distributions Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Company Borrower or any other Subsidiary of the CompanySubsidiary, (b) make loans or advances to Investments in the Company Borrower or any other Subsidiary of the Company or (c) transfer any of its assets to the Company Borrower or any other Subsidiary of the CompanySubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and the Senior Secured Note Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, and (iii) any restrictions with respect to assets encumbered a Subsidiary imposed pursuant to agreements to which such Subsidiary is a party which provide by a Lien permitted by Section 7.04 so long as such restriction applies only to their express terms that neither the asset encumbered agreement nor any interest therein may be assigned or pledged by such permitted Lien, (iv) any restrictions with respect to T & N plc and its Subsidiaries, or any Subsidiary without the consent of the entities acquired in the Xxxxxx Automotive Acquisition, existing on the date of consummation of the Company's acquisition thereof and (v) any restrictions in respect of Subsidiaries which must be disposed of after the Company's acquisition of T & N plc agreed to between the Company and a Governmental Authority having jurisdiction over antitrust or competition issues as a condition to such Governmental Authority's approval of such acquisitionother party(ies).

Limitation on Restrictions on Subsidiary Distributions. The Company will not, and will not permit any Subsidiary to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Company to (a) pay dividends or make any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Company or any other Subsidiary of the Company, (b) make loans or advances to the Company or any other Subsidiary of the Company or (c) transfer any of its assets to the Company or any other Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, Subsidiary and (iii) any restrictions with respect to assets encumbered by a Lien permitted by Section 7.04 10.04 so long as such restriction applies only to the asset encumbered by such permitted Lien, (iv) any restrictions with respect to T & N plc and its Subsidiaries, or any of the entities acquired in the Xxxxxx Automotive Acquisition, existing on the date of consummation of the Company's acquisition thereof and (v) any restrictions in respect of Subsidiaries which must be disposed of after the Company's acquisition of T & N plc agreed to between the Company and a Governmental Authority having jurisdiction over antitrust or competition issues as a condition to such Governmental Authority's approval of such acquisition.

Limitation on Restrictions on Subsidiary Distributions. The Company will not, and will not permit any Subsidiary to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Company to (ai) pay dividends or make any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Company or any other Subsidiary of the Company, (bii) make loans or advances to the Company or any other Subsidiary of the Company or (ciii) transfer any of its assets to the Company or any other Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of (ia) any restrictions existing under the Loan Documents, (iib) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which has been entered into in connection with the Disposition disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iiic) any restrictions 55 with respect to assets encumbered by a Lien permitted by Section 7.04 6.12 so long as such restriction applies only to the asset assets encumbered by such permitted Lien, (ivd) to the extent required by the minority shareholders thereof, any restriction with respect to a Foreign Subsidiary of which less than 90% of the Voting Stock is owned by the Company or any of its Subsidiaries and (e) such restrictions with respect to T & N plc and its Subsidiaries, or any of the entities acquired a Securitization Entity required in the Xxxxxx Automotive Acquisition, existing on the date of consummation of the Company's acquisition thereof and (v) any restrictions in respect of Subsidiaries which must be disposed of after the Company's acquisition of T & N plc agreed to between the Company and a Governmental Authority having jurisdiction over antitrust or competition issues as a condition to such Governmental Authority's approval of such acquisitionconnection with Permitted Securitization Transactions.

Limitation on Restrictions on Subsidiary Distributions. The Company will not, and will not permit any Significant Subsidiary to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company to (a) pay dividends or make any other distributions in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Company or any other Subsidiary of the Company, (b) make loans or advances to the Company or any other Subsidiary of the Company or (c) transfer any of its assets to the Company or any other Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) any restrictions with respect to assets encumbered by a Lien permitted by Section 7.04 11.4 so long as such restriction applies only to the asset encumbered by such permitted Lien, (iv) any restrictions with respect to T & N plc and its Subsidiaries, or any of the entities acquired in the Xxxxxx Automotive Acquisition, existing on the date of consummation of the Company's acquisition thereof and (v) any restrictions relating to Foreign Subsidiaries imposed in respect of Subsidiaries which must be disposed of after connection with the Company's acquisition of T & N plc agreed to between Foreign Credit Facilities and the Company and a Governmental Authority having jurisdiction over antitrust or competition issues as a condition to such Governmental Authority's approval of such acquisitionAdditional Foreign Credit Facilities.

Limitation on Restrictions on Subsidiary Distributions. The Company will not, and will not permit any Subsidiary to, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Company Borrower to (ai) pay dividends or make any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Company Borrower or any other Subsidiary of the CompanyBorrower, (bii) make loans or advances to the Company Borrower or any other Subsidiary of the Company Borrower or (ciii) transfer any of its assets to the Company Borrower or any other Subsidiary of the CompanyBorrower, except for such encumbrances or restrictions existing under or by reason of (ia) any restrictions existing under the Loan Documents, (iib) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which has been entered into in connection with the Disposition disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iiic) any restrictions with respect to assets encumbered by the Borrower or any of its Subsidiaries imposed pursuant to an agreement which has been entered into in connection with a Lien permitted by Section 7.04 7.2.2 or a sale of assets permitted by Section 7.2.5 and any such prohibitions or limitations apply only to the Property encumbered by such Lien or subject to such sale, (d) customary provisions contained in a contract, license or lease prohibiting or restricting the assignment, subleasing or sublicensing thereof, and (e) any restrictions with respect to a joint venture permitted hereunder so long as such restriction applies only to the asset encumbered by such permitted Lien, (iv) any restrictions with respect to T & N plc and its Subsidiaries, or any of the entities acquired in the Xxxxxx Automotive Acquisition, existing on the date of consummation of the Company's acquisition thereof and (v) any restrictions in respect of Subsidiaries which must be disposed of after the Company's acquisition of T & N plc agreed to between the Company and a Governmental Authority having jurisdiction over antitrust or competition issues as a condition to such Governmental Authority's approval property of such acquisitionjoint venture.

Limitation on Restrictions on Subsidiary Distributions. The Company will not, and will not permit any Subsidiary to, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Company to (a) pay dividends or make any other distributions Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Company Parent, the Borrower or any other Subsidiary of the CompanySubsidiary, (b) make loans or advances to Investments in the Company Parent, the Borrower or any other Subsidiary of the Company or (c) transfer any of its assets to the Company Parent, the Borrower or any other Subsidiary of the CompanySubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, the Pre-Petition Loan Documents and the Existing Indentures, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such SubsidiarySubsidiary (and any restrictions contained in agreements entered into in connection with any Disposition required by Section 6.17), (iii) any restrictions with respect on transfers of assets subject to assets encumbered by a Lien Liens permitted by Section 7.04 so long as such restriction applies only to the asset encumbered by such permitted Lien, 7.3(g) and (iv) any restrictions with respect to T & N plc customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and its Subsidiaries, or any of the entities acquired similar agreements entered into in the Xxxxxx Automotive Acquisitionordinary course of business; provided, existing on that such restrictions are (i) limited to the date of consummation of property or assets subject to such leases, licenses, joint venture agreements or similar agreements, as the Company's acquisition thereof case may be and (vii) any restrictions in respect of Subsidiaries which must be disposed of after the Company's acquisition of T & N plc agreed to between the Company and a Governmental Authority having jurisdiction over antitrust or competition issues as a condition to such Governmental Authority's approval of such acquisitionenforceable under applicable law.

Limitation on Restrictions on Subsidiary Distributions. The Company will not, and will not permit any Subsidiary to, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Company Borrower to (a) pay dividends or make any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Company Borrower or any other Subsidiary of the CompanyBorrower, (b) make loans or advances to the Company Borrower or any other Subsidiary of the Company Borrower or (c) transfer any of its assets to the Company Borrower or any other Subsidiary of the CompanyBorrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan DocumentsDocuments or the Senior Subordinated Note Indenture, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, Subsidiary or (iii) any restrictions with respect to assets encumbered by the Borrower or any of its Subsidiaries imposed pursuant to an agreement which has been entered into in connection with a Lien permitted by Section 7.04 so long as 7.3 or a sale of assets permitted by Section 7.5 and any such restriction applies prohibitions or limitations apply only to the asset Property encumbered by such permitted Lien, (iv) any restrictions with respect to T & N plc and its Subsidiaries, Lien or any of the entities acquired in the Xxxxxx Automotive Acquisition, existing on the date of consummation of the Company's acquisition thereof and (v) any restrictions in respect of Subsidiaries which must be disposed of after the Company's acquisition of T & N plc agreed to between the Company and a Governmental Authority having jurisdiction over antitrust or competition issues as a condition subject to such Governmental Authority's approval of such acquisitionsale.

Limitation on Restrictions on Subsidiary Distributions. The Company will not, and will not permit any Subsidiary of its Subsidiaries to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Company to (a) pay dividends or make any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Company or any other Subsidiary of the Company, (b) make loans or advances to the Company or any other Subsidiary of the Company or (c) transfer any of its assets to the Company or any other Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Credit Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which has been entered into in connection with the Disposition disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) any restrictions with respect to assets encumbered by the Company or any of its Subsidiaries imposed pursuant to an agreement which has been entered into in connection with a Lien permitted by Section 7.04 so long as subsection 8.2 or a sale of assets permitted by subsection 8.5 and any such restriction applies prohibitions or limitations apply only to the asset Property encumbered by such permitted Lien, Lien or subject to such sale or (iv) any restrictions imposed pursuant to agreements in connection with respect to T & N plc and its Subsidiaries, or any of the entities acquired in the Xxxxxx Automotive Acquisition, existing on the date of consummation of the Company's acquisition thereof Indebtedness permitted under subsections 8.11(f) and (v) any restrictions in respect of Subsidiaries which must be disposed of after the Company's acquisition of T & N plc agreed to between the Company and a Governmental Authority having jurisdiction over antitrust or competition issues as a condition to such Governmental Authority's approval of such acquisitiong).

Limitation on Restrictions on Subsidiary Distributions. The Company will not, and will not permit any Subsidiary to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Company to (ai) pay dividends or make any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Company or any other Subsidiary of the Company, (bii) make loans or advances to the Company or any other Subsidiary of the Company or (ciii) transfer any of its assets to the Company or any other Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of (ia) any restrictions existing under the Loan Documents, (iib) any restrictions with respect to a Subsidiary imposed pursuant to an agreement which has been entered into in connection with the Disposition disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iiic) any restrictions with respect to assets encumbered by a Lien permitted by Section 7.04 6.12 so long as such restriction applies only to the asset assets encumbered by such permitted Lien, and (ivd) to the extent required by the minority shareholders thereof, any restrictions restriction with respect to T & N plc and its Subsidiaries, a Foreign Subsidiary of which less than 90% of the Voting Stock is owned by the Company or any of the entities acquired in the Xxxxxx Automotive Acquisition, existing on the date of consummation of the Company's acquisition thereof and (v) any restrictions in respect of Subsidiaries which must be disposed of after the Company's acquisition of T & N plc agreed to between the Company and a Governmental Authority having jurisdiction over antitrust or competition issues as a condition to such Governmental Authority's approval of such acquisitionits Subsidiaries.