Common use of Limitations on Holdings and Certain Subsidiaries Clause in Contracts

Limitations on Holdings and Certain Subsidiaries. (a) Holdings shall not (i) create, incur, assume or suffer to exist any Liens on any Equity Interests of the Borrower (other than Liens permitted by Section 7.01(a)(i) and nonconsensual Liens to the extent permitted under Section 7.01) or (ii) conduct or engage in any operations or business other than (A) those incidental to its ownership of the Equity Interests of the Borrower, (B) the maintenance of its legal existence, (C) the performance of the Loan Documents and the Management Agreement, (D) any Qualifying IPO or any other issuance of its Equity Interests not prohibited by Article 7, (E) any transaction that Holdings is expressly permitted or contemplated to enter into or consummate under this Article 7 (including the incurrence of Permitted Unsecured Indebtedness), (F) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries and (G) holding any cash or property received in connection with Restricted Payments made by the Restricted Subsidiaries pursuant to Section 7.06 pending application thereof by Holdings; provided that, after giving effect to any transactions and related payments permitted under clauses (i) or (ii) above, Holdings shall not have any material assets (other than the Equity Interests of the Borrower) or any material liabilities (other than any Permitted Unsecured Indebtedness).

Appears in 2 contracts

Samples: Credit Agreement (ClubCorp Club Operations, Inc.), Credit Agreement (University Club, Inc. (FL))

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Limitations on Holdings and Certain Subsidiaries. (a) Holdings shall not (i) create, incur, assume or suffer to exist any Liens on any Equity Interests of the Borrower (other than Liens permitted by Section 7.01(a)(i) and nonconsensual Liens to the extent permitted under Section 7.01) or (ii) conduct or engage in any operations or business other than (A) those incidental to its ownership of the Equity Interests of the Borrower, (B) the maintenance of its legal existence, (C) the performance of the Loan Documents and the Management AgreementDocuments, (D) any Qualifying IPO or any other issuance of its Equity Interests not prohibited by Article 7, (E) any transaction that Holdings is expressly permitted or contemplated to enter into or consummate under this Article 7 (including the incurrence of Permitted Unsecured Indebtedness), (F) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries and (G) holding any cash or property received in connection with Restricted Payments made by the Restricted Subsidiaries pursuant to Section 7.06 pending application thereof by Holdings; provided that, after giving effect to any transactions and related payments permitted under clauses (i) or (ii) above, Holdings shall not have any material assets (other than the Equity Interests of the Borrower) or any material liabilities (other than any Permitted Unsecured Indebtedness).

Appears in 1 contract

Samples: Credit Agreement (ClubCorp Holdings, Inc.)

Limitations on Holdings and Certain Subsidiaries. (a) Holdings shall has not (i) createcreated, incurincurred, assume assumed or suffer suffered to exist any Liens on any Equity Interests of the Borrower (other than Liens permitted by Section 7.01(a)(i) and nonconsensual Liens to the extent permitted under Section 7.01) or (ii) conduct conducted or engage engaged in any operations or business other than (A) those incidental to its ownership of the Equity Interests of the Borrower, (B) the maintenance of its legal existence, (C) the performance of the Loan Documents and the Management Agreement, (D) any Qualifying IPO or any other issuance of its Equity Interests not prohibited by Article 7, (E) any transaction that Holdings is expressly permitted or contemplated to enter into or consummate under this Article 7 (including the incurrence of Permitted Unsecured Indebtedness), (F) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries and (G) holding any cash or property received in connection with Restricted Payments made by the Restricted Subsidiaries pursuant to Section 7.06 pending application thereof by Holdings; provided that, after . After giving effect to any transactions and related payments permitted under clauses (i) or (ii) above, Holdings shall does not have any material assets (other than the Equity Interests of the Borrower) or any material liabilities (other than any Permitted Unsecured Indebtedness).

Appears in 1 contract

Samples: Credit Agreement (University Club, Inc. (FL))

Limitations on Holdings and Certain Subsidiaries. (a) Holdings shall not (i) create, incur, assume or suffer to exist any Liens on any Equity Interests of the Borrower (other than Liens permitted by Section 7.01(a)(i) and nonconsensual Liens to the extent permitted under Section 7.01) or (ii) conduct or engage in any operations or business other than (A) those incidental to its ownership of the 121 US_ACTIVE:\44299297\214\35899.0483 Equity Interests of the Borrower, (B) the maintenance of its legal existence, (C) the performance of the Loan Documents and the Management Agreement, (D) any Qualifying IPO or any other issuance of its Equity Interests not prohibited by Article 7, (E) any transaction that Holdings is expressly permitted or contemplated to enter into or consummate under this Article 7 (including the incurrence of Permitted Unsecured Indebtedness), (F) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries and (G) holding any cash or property received in connection with Restricted Payments made by the Restricted Subsidiaries pursuant to Section 7.06 pending application thereof by Holdings; provided that, after giving effect to any transactions and related payments permitted under clauses (i) or (ii) above, Holdings shall not have any material assets (other than the Equity Interests of the Borrower) or any material liabilities (other than any Permitted Unsecured Indebtedness).

Appears in 1 contract

Samples: Credit Agreement (ClubCorp Holdings, Inc.)

Limitations on Holdings and Certain Subsidiaries. (a) Holdings shall has not (i) createcreated, incurincurred, assume assumed or suffer suffered to exist any Liens on any Equity Interests of the Borrower (other than Liens permitted by Section 7.01(a)(i) and nonconsensual Liens to the extent permitted under Section 97 7.01) or (ii) conduct conducted or engage engaged in any operations or business other than (A) those incidental to its ownership of the Equity Interests of the Borrower, (B) the maintenance of its legal existence, (C) the performance of the Loan Documents and the Management Agreement, (D) any Qualifying IPO or any other issuance of its Equity Interests not prohibited by Article 7, (E) any transaction that Holdings is expressly permitted or contemplated to enter into or consummate under this Article 7 (including the incurrence of Permitted Unsecured Indebtedness), (F) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries and (G) holding any cash or property received in connection with Restricted Payments made by the Restricted Subsidiaries pursuant to Section 7.06 pending application thereof by Holdings; provided that, after . After giving effect to any transactions and related payments permitted under clauses (i) or (ii) above, Holdings shall does not have any material assets (other than the Equity Interests of the Borrower) or any material liabilities (other than any Permitted Unsecured Indebtedness).

Appears in 1 contract

Samples: Credit Agreement (ClubCorp Club Operations, Inc.)

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Limitations on Holdings and Certain Subsidiaries. (a) Holdings shall has not (i) createcreated, incurincurred, assume assumed or suffer suffered to exist any Liens on any Equity Interests of the Borrower (other than Liens permitted by Section 7.01(a)(i) and nonconsensual Liens to the extent permitted under Section 7.01) or (ii) conduct conducted or engage engaged in any operations or business other than (A) those incidental to its ownership of the Equity Interests of the Borrower, (B) the maintenance of its legal existence, (C) the performance of the Loan Documents and the Management AgreementDocuments, (D) any Qualifying IPO or any other issuance of its Equity Interests not prohibited by Article 7, (E) any transaction that Holdings is expressly permitted or contemplated to enter into or consummate under this Article 7 (including the incurrence of Permitted Unsecured Indebtedness), (F) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries and (G) holding any cash or property received in connection with Restricted Payments made by the Restricted Subsidiaries pursuant to Section 7.06 pending application thereof by Holdings; provided that, after . After giving effect to any transactions and related payments permitted under clauses (i) or (ii) above, Holdings shall does not have any material assets (other than the Equity Interests of the Borrower) or any material liabilities (other than any Permitted Unsecured Indebtedness).

Appears in 1 contract

Samples: Credit Agreement (ClubCorp Holdings, Inc.)

Limitations on Holdings and Certain Subsidiaries. (a) Holdings shall has not (i) createcreated, incurincurred, assume assumed or suffer suffered to exist any Liens on any Equity Interests of the Borrower (other than Liens permitted by Section 7.01(a)(i) and nonconsensual Liens to the extent permitted under Section 7.01) or (ii) conduct conducted or engage engaged in any operations or business other than (A) those incidental to its ownership of the Equity Interests of the Borrower, (B) the maintenance of its legal existence, (C) the performance of the Loan Documents and the Management Agreement, (D) any Qualifying IPO or any other issuance of its Equity Interests not prohibited by Article 7, (E) any transaction that Holdings is expressly permitted or contemplated to enter into or consummate under this Article 7 (including the incurrence of Permitted Unsecured Indebtedness), (F) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries and (G) holding any cash or property received in connection with Restricted Payments made by the Restricted Subsidiaries pursuant to Section 7.06 pending application thereof by Holdings; provided that, after . After giving effect to any transactions and related payments permitted under clauses (i) or (ii) above, Holdings shall does not have any US_ACTIVE:\44299297\214\35899.0483 material assets (other than the Equity Interests of the Borrower) or any material liabilities (other than any Permitted Unsecured Indebtedness).

Appears in 1 contract

Samples: Credit Agreement (ClubCorp Holdings, Inc.)

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