Common use of Limitations on Parent Clause in Contracts

Limitations on Parent. Without limiting any restrictions on Parent otherwise set forth in this Article VII, Parent shall not (a) create, incur, assume or suffer to exist any Liens on any Equity Interests of the Borrowers, Finance Co or any first tier Subsidiary of Parent through which Parent indirectly holds the Equity Interests of the general partner of JP Energy and/or JP Energy (other than Liens created under the Security Documents), or (b) conduct or engage in any operations or business other than (i) those incidental to its (direct or indirect) ownership of the Equity Interests of (A) the Borrowers and other Loan Parties and (B) prior to the consummation of the JPE Drop Down, the JPE Group, (ii) the maintenance of its legal existence, (iii) the performance of the Loan Documents, (iv) any public offering of its common stock or any other issuance of its Equity Interests, (v) any transaction that Parent is expressly permitted or contemplated to enter into or consummate under this Agreement, including the JPE Drop Down and one or more Parent Debt Offerings, in each case, to the extent permitted by this Agreement, (vi) guaranteeing the obligations of Finance Co, the Borrowers and the Subsidiaries of AMID Borrower to the extent permitted by this Agreement, (vii) performance under the Partnership Agreement, (viii) participating in tax, accounting and other administrative matters as a member of the consolidated, combined, unitary or similar group that includes Parent, the Borrowers or the JPE Group, (ix) holding any cash or property received in connection with Restricted Payments made by (A) any Borrower or any Subsidiary of any Borrower pursuant to this Agreement or (B) prior to the consummation of the JPE Drop Down, the JPE Group or contributions to its capital or in exchange for the issuance of Equity Interests, in each case, pending application thereof by Parent or the making of Restricted Payments, (x) providing indemnification to officers and directors and (xi) any activities incidental to any of the foregoing.

Limitations on Parent. Without limiting Notwithstanding any restrictions on Parent otherwise set forth in other provisions of this Article VIIAgreement or any other Loan Document to the contrary, Parent shall agrees not (a) create, incur, assume or suffer to exist any Liens on any Equity Interests of the Borrowers, Finance Co or any first tier Subsidiary of Parent through which Parent indirectly holds the Equity Interests of the general partner of JP Energy and/or JP Energy (other than Liens created under the Security Documents), or (b) conduct or engage in any operations or material business activities other than (i) those incidental to its (direct or indirect) ownership of owning the Equity Interests Capital Stock of (Ax) the Borrowers and (y) its other Loan Parties and (B) prior to the consummation Subsidiaries that are not Subsidiaries of the JPE Drop DownBorrowers and, the JPE Groupin each case, activities incidental or related thereto, (ii) granting Liens on all of the maintenance Capital Stock of its legal existencethe Borrowers owned by Parent to the Administrative Agent, for the benefit of the Lenders, pursuant to the Collateral Documents and pursuant to the Term Loan Documents and secured Indebtedness permitted pursuant to Section 8.03(u) and (v), (iii) the performance of the Loan Documents, (iv) in connection with any public offering of its common stock or any other issuance of its Equity InterestsCapital Stock not otherwise prohibited by this Article VIII, (iv) incurring liabilities under the Loan Documents, the Term Loan Documents, the 2026 Note Indenture, the Master Lease, Indebtedness permitted under Section 8.03(t), (u) and (v) and the Subordinated Indebtedness Documents and performing its obligations thereunder (including with respect to any indemnity obligations), (v) any transaction that Parent is expressly permitted or contemplated to enter into or consummate under this Agreement, including paying taxes in the JPE Drop Down and one or more Parent Debt Offerings, in each case, to the extent permitted by this Agreementordinary course of business, (vi) guaranteeing paying corporate, administrative and operating expenses in the obligations ordinary course of Finance Co, the Borrowers and the Subsidiaries of AMID Borrower to the extent permitted by this Agreementbusiness, (vii) performance under the Partnership Agreementmaking Restricted Payments permitted hereunder, (viii) participating in tax, accounting taking actions required by applicable law or otherwise necessary or advisable to maintain its corporate existence and other administrative matters as a member of the consolidated, combined, unitary or similar group that includes Parent, the Borrowers or the JPE Groupperform its obligations under its Capital Stock and Organization Documents, (ix) holding owning any cash or property received deposit accounts in connection with Restricted Payments made by (A) any Borrower or any Subsidiary of any Borrower pursuant to this Agreement or (B) prior to the consummation of the JPE Drop Down, the JPE Group or contributions to its capital or in exchange for the issuance of Equity Interests, in each case, pending application thereof by Parent or the making of Restricted Paymentsforegoing, (x) providing indemnification to officers and directors and (xi) any activities incidental to any of the foregoingforegoing (xi) guaranteeing the Indebtedness or obligations of its Subsidiaries pursuant to transactions otherwise permitted under this Agreement (other than with respect to Indebtedness for borrowed money); provided that the Parent shall use commercially reasonable efforts to have such guarantee provided by a Subsidiary in lieu of the Parent providing such guarantee, (xii) making an Equity Issuance, and (xiii) the consummation an initial Public Equity Offering. Notwithstanding the foregoing or anything the contrary set forth in in any Loan Document, in the event that the Company merges with and into the Parent pursuant to the Permitted Merger, this Section 8.15 and any other similar provision in any Loan Document that restricts the actions of the Parent solely with respect to it being a holding company shall automatically have no force and effect immediately after giving effect to such merger.

Limitations on Parent. Without limiting Notwithstanding any restrictions on Parent otherwise set forth in other provisions of this Article VIIAgreement or any other Loan Document to the contrary, Parent shall agrees not (a) create, incur, assume or suffer to exist any Liens on any Equity Interests of the Borrowers, Finance Co or any first tier Subsidiary of Parent through which Parent indirectly holds the Equity Interests of the general partner of JP Energy and/or JP Energy (other than Liens created under the Security Documents), or (b) conduct or engage in any operations or material business activities other than (i) those incidental to owning any Capital Stock of (x) the Borrower and (y) its (direct or indirect) ownership other Subsidiaries that are not Subsidiaries of the Equity Interests of (A) the Borrowers and other Loan Parties and (B) prior to the consummation of the JPE Drop DownBorrower and, the JPE Groupin each case, activities incidental or related thereto, (ii) granting Liens on all of the maintenance Capital Stock of its legal existencethe Borrower owned by Parent to the Administrative Agent, for the benefit of the Lenders, pursuant to the Collateral Documents and pursuant to the ABL Documents and secured Indebtedness permitted pursuant to Section 8.03(u) and (v), (iii) the performance of the Loan Documents, (iv) in connection with any public offering of its common stock or any other issuance of its Equity InterestsCapital Stock not otherwise prohibited by this Article VIII, (iv) incurring liabilities under the Loan Documents, the ABL Documents, 2026 Note Indenture, the Master Lease, Indebtedness permitted under Section 8.03(t), (u) and (v), and the Subordinated Indebtedness Documents and performing its obligations thereunder (including with respect to any indemnity obligations), (v) any transaction that Parent is expressly permitted or contemplated to enter into or consummate under this Agreement, including paying taxes in the JPE Drop Down and one or more Parent Debt Offerings, in each case, to the extent permitted by this Agreementordinary course of business, (vi) guaranteeing paying corporate, administrative and operating expenses in the obligations ordinary course of Finance Co, the Borrowers and the Subsidiaries of AMID Borrower to the extent permitted by this Agreementbusiness, (vii) performance under the Partnership Agreementmaking Restricted Payments permitted hereunder, (viii) participating in tax, accounting taking actions required by applicable law or otherwise necessary or advisable to maintain its corporate existence and other administrative matters as a member of the consolidated, combined, unitary or similar group that includes Parent, the Borrowers or the JPE Groupperform its obligations under its Capital Stock and Organization Documents, (ix) holding owning any cash or property received deposit accounts in connection with Restricted Payments made by (A) any Borrower or any Subsidiary of any Borrower pursuant to this Agreement or (B) prior to the consummation of the JPE Drop Down, the JPE Group or contributions to its capital or in exchange for the issuance of Equity Interests, in each case, pending application thereof by Parent or the making of Restricted Paymentsforegoing, (x) providing indemnification to officers and directors and (xi) any activities incidental to any of the foregoing, (xi) guaranteeing the Indebtedness or obligations of its Subsidiaries pursuant to transactions otherwise permitted under this Agreement (other than with respect to Indebtedness for borrowed money); provided that the Parent shall use commercially reasonable efforts to have such guarantee provided by a Subsidiary in lieu of the Parent providing such guarantee, (xii) making an Equity Issuance and (xiii) the consummation an initial Public Equity Offering. Notwithstanding the foregoing or anything the contrary set forth in in any Loan Document, in the event that the Borrower merges with and into the Parent pursuant to the Permitted Merger, this Section 8.15 and any other similar provision in any Loan Document that restricts the actions of the Parent solely with respect to it being a holding company shall automatically have no force and effect immediately after giving effect to such merger.