Limitations on Certain Restrictions Clause Samples
The "Limitations on Certain Restrictions" clause defines boundaries on the types or extent of restrictions that can be imposed within an agreement. Typically, this clause prevents one party from enforcing overly broad or unreasonable limitations, such as excessive non-compete periods or restrictions on information sharing that go beyond what is necessary. By setting these boundaries, the clause ensures that contractual restrictions remain fair and enforceable, protecting parties from undue hardship or legal challenges due to overly restrictive terms.
Limitations on Certain Restrictions. The Borrowers will not, and will not permit or cause any of their respective Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any restriction or encumbrance on the ability of any Subsidiary of such Borrower to make any dividend payments or other distributions in respect of its Capital Stock, to repay Indebtedness owed to such Borrower or any other Subsidiary, to make loans or advances to such Borrower or any other Subsidiary, or to transfer any of its assets or properties to such Borrower or any other Subsidiary, in each case other than such restrictions or encumbrances existing under or by reason of (a) the Credit Documents, (b) applicable Requirements of Law, (c) the Holdings Credit Agreement, (d) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Everest Group or any of its Subsidiaries, (e) customary provisions restricting assignment of any licensing agreement (in which Everest Group or any of its Subsidiaries is the licensee) or other contract (including leases) entered into by Everest Group or any of its Subsidiaries in the ordinary course of business, (f) restrictions on the transfer of any asset permitted by Section 8.4 pending the close of the sale of such asset, (g) restrictions on the transfer of any asset subject to a Lien permitted by Section 8.3, (h) agreements entered into by an Insurance Subsidiary with an Insurance Regulatory Authority, (i) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person, (j) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business and not otherwise prohibited by this Agreement and (k) pursuant to any agreement or instrument relating to any Indebtedness of a Subsidiary permitted under Section 8.2, (A) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders than the encumbrances and restrictions contained in the Holdings Credit Agreement as of the date hereof or (B) if such encumbrance or restriction is not materially more disadvantageous to the Lenders ...
Limitations on Certain Restrictions. Create or otherwise cause or suffer to exist or become effective any contractual restriction on the ability of any Obligor or Subsidiary to perform and comply with their respective obligations under the Financing Agreements.
Limitations on Certain Restrictions. The Applicant will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any restriction or encumbrance on (i) the ability of the Applicant and its Subsidiaries to perform and comply with their respective obligations under the Credit Documents or the Revolving Credit Agreement and the Credit Documents (as therein defined), (ii) the ability of the Applicant or any Subsidiary to grant, assume or permit to exist any Lien upon any of its assets or properties as security, directly or indirectly, for the Obligations, other than the restrictions, set forth in the Credit Documents or the Revolving Credit Agreement and the Credit Documents (as therein defined), or (iii) the ability of any Subsidiary of the payments or other distributions in respect of its capital to the Applicant or any other Subsidiary, or to transfer to the Applicant or any other Subsidiary, in each case other existing under or by reason of the Credit Documents or applicable Requirements of Law.
Limitations on Certain Restrictions. Except as provided herein, the Borrowers will not, and will not permit any of their respective Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary's capital stock owned by the Borrowers or any other Subsidiary of the Borrowers, (ii) repay or prepay any Indebtedness owed by such Subsidiary to the Borrowers or any other Subsidiary of the Borrowers, (iii) make loans or advances to the Borrowers or any other Subsidiary of the Borrowers, (iv) transfer any of its property or assets to the Borrowers or any other Subsidiary of the Borrowers, or (v) gran▇ ▇ ▇▇▇▇ ▇▇ the Adminis- trative Agent to secure the Obligations.
Limitations on Certain Restrictions. The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any restriction or encumbrance on (a) the ability of the Borrower and its Subsidiaries to perform and comply with their respective obligations under the Loan Documents or the Revolving Credit Agreement and the Credit Documents (as therein defined), (b) the ability of the Borrower or any Subsidiary to grant, assume or permit to exist any Lien upon any of its assets or properties as security, directly or indirectly, for the Obligations, other than the restrictions, set forth in the Loan Documents, Letter of Credit Agreement, the Credit Documents (as therein defined) and the documents evidencing Indebtedness permitted under Section 7.2(c), or (c) the ability of any Subsidiary of the payments or other distributions in respect of its capital to the Borrower or any other Subsidiary, or to transfer to the Borrower or any other Subsidiary, in each case other than existing under or by reason of the Loan Documents, Letter of Credit Agreement, Credit Documents (as therein defined) or applicable Requirements of Law.
Limitations on Certain Restrictions. The Borrower will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any restriction or encumbrance on (a) the ability of the Borrower and its Subsidiaries to perform and comply with their respective obligations under the Loan Documents, (b) the ability of the Borrower or any Subsidiary to grant, assume or permit to exist any Lien upon any of its assets or properties as 35 security, directly or indirectly, for the Obligations, other than the restrictions, set forth in the Loan Documents, or (c) the ability of any Subsidiary to make payments or other distributions in respect of its capital to the Borrower or any other Subsidiary, or make transfers to the Borrower or any other Subsidiary, in each case, other than as existing under or by reason of the Loan Documents or applicable Requirements of Law.
Limitations on Certain Restrictions. Subsection 7.2 of the Credit Agreement shall be amended by deleting subsection D thereto and substituting therefor the following: