Limitations on Restrictive Agreements. Other than this Agreement and any other Transaction Document and any financial covenant in any other agreement evidencing Indebtedness permitted hereunder, Borrower will not, and it will not cause or permit any Subsidiary to, enter into, or permit to exist, any agreement with any Person which prohibits or limits the ability of Borrower or such Subsidiary, as the case may be, to (a) pay dividends or make other Distributions or prepay any Indebtedness owed to Borrower and/or any Subsidiary, (b) make loans or advances to Borrower and/or any Subsidiary, (c) transfer any of its Properties to Borrower and/or any Subsidiary (other than with respect to Property subject to Permitted Liens) or (d) create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired (other than with respect to Property subject to Permitted Liens); provided that the foregoing shall not apply to restrictions in effect on the date of this Agreement contained in agreements governing Indebtedness outstanding on the date of this Agreement and listed on Schedule 5.02(n) attached hereto and, if such Indebtedness is renewed, extended or refinanced, restrictions in the agreements governing the renewed, extended or refinanced Indebtedness (and successive renewals, extensions and refinancings thereof) if such restrictions are no more restrictive in any material respect than those contained in the agreements governing the Indebtedness being renewed, extended or refinanced; provided further that the foregoing shall not apply to agreements that (i) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures and applicable solely to such joint venture entered into in the ordinary course of business; (ii) are customary restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereunder so long as such restrictions relate solely to the assets or entities subject thereto; (iii) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Borrower or any such Subsidiary; (iv) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business and not otherwise prohibited hereunder; or (v) arise solely as a result of any Law.
Limitations on Restrictive Agreements. The Borrower will not, and it will not cause or permit any Subsidiary to, enter into, or permit to exist, any agreement with any Person which prohibits the Borrower or such Subsidiary, as the case may be, from performing its contractual obligations under this Agreement.
Limitations on Restrictive Agreements. Borrower will not, and it will not cause or permit any Subsidiary to, enter into, or permit to exist, any agreement with any Person which prohibits Borrower or such Subsidiary, as the case may be, from performing its contractual obligations under this Agreement; nor enter into any agreement with any Person that would prohibit Borrower or any Subsidiary from creating, incurring, or assuming any Lien in favor of the interests of the Administrative Agent and Banks under this Agreement upon any of its property or revenues whether now owned or hereafter acquired; provided that any agreement between Borrower and a lender which results in the creation of a Permitted Lien may prohibit the creation, incurrence or assumption of Liens in favor of the interests of the Administrative Agent and Banks solely with respect to the assets subject to the Permitted Lien.
Limitations on Restrictive Agreements. No Loan Party shall, or shall permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist any consensual encumbrance or consensual restriction which prohibits or limits the ability of: (a) any Loan Party or Restricted Subsidiary to pay dividends or make any other distributions to the Company or any Restricted Subsidiary (1) on its Equity Interests; or (2) with respect to any other interest or participation in, or measured by, its profits; (b) any Loan Party or Restricted Subsidiary to make loans or advances to the Company or any Restricted Subsidiary that is a direct or indirect parent of such Subsidiary; (c) any Loan Party to create, incur or permit to exist any Lien in favor of the Administrative Agent upon the Collateral; except in each case for such encumbrances or restrictions existing under or by reason of: (i) (A) contractual encumbrances or restrictions in effect on the date hereof and, with respect to any such encumbrances in described in Section 6.03(c) which are in a Material Agreement, as set forth on Schedule 6.03 and (B) contractual encumbrances or restrictions pursuant to this Agreement, the other Loan Documents, and, in each case, similar contractual encumbrances effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (ii) (A) this Agreement, and (B) if applicable, the documents governing a Permitted Consigned Inventory Financing or Permitted Wholesale A/R Financing; (iii) applicable law or any applicable rule, regulation or order; (iv) any agreement or other instrument of a Person acquired by a Loan Party or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to DB1/ 127789195.7 130 consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (v) contracts or agreements for the sale of assets to the extent such sale is not prohibited pursuant to the terms hereof, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests or assets of such Restricted ...
Limitations on Restrictive Agreements. No Loan Party shall, or shall permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist any consensual encumbrance or consensual restriction which prohibits or limits the ability of:
Limitations on Restrictive Agreements. The Company and any Guarantor will not, nor permit any Restricted Subsidiary to, directly or indirectly (i) enter into or assume any agreement, document, license, instrument or other arrangement (other than the Agreement Documents) prohibiting (or having the effect of prohibiting) the creation or assumption of any Lien on Collateral or (ii) create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind (except as provided by the Agreement Documents) on the ability of any Subsidiary to: (A) pay or make Restricted Payments to the Company, any Guarantor or any Subsidiary; (B) pay any Indebtedness owed to the Company, any Guarantor or any Subsidiary; (C) make loans or advances to the Company, any Guarantor or any other Subsidiary; (D) transfer any of its property or assets to the Company, any Guarantor or any Subsidiary or (E) limit the ability of any Person required to Guarantee the Agreement Obligations to so Guarantee; provided that the foregoing clause (ii) shall not apply to (1) restrictions or conditions imposed by law, by this Agreement or any other Agreement Document, (2) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness, and (3) any agreement in connection with an asset sale permitted by Section 4.15 pending consummation of such asset sale solely to the extent it relates only to property being sold in such permitted asset sale. Section 4.29
Limitations on Restrictive Agreements. Borrower will not, and it will not cause or permit any Subsidiary to, enter into, or permit to exist, any agreement with any Person which prohibits or limits the ability of Borrower or such Subsidiary, as the case may be, to (a) make loans or advances to Borrower and/or any Subsidiary, (b) transfer any of its properties or assets to Borrower and/or any Subsidiary or (c) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired; provided that the foregoing shall not apply to restrictions in effect on the date of this Agreement contained in agreements governing Debt outstanding on the date of this Agreement and listed on Schedule 5.02(n) attached hereto and, if such Debt is renewed, extended or refinanced, restrictions in the agreements governing the renewed, extended or refinanced Debt (and successive renewals, extensions and refinancings thereof) if such restrictions are no more restrictive in any material respect than those contained in the agreements governing the Debt being renewed, extended or refinanced.
Limitations on Restrictive Agreements. 129 SECTION 6.04 Sale of Equity Interests and Assets ....................................................... 131 SECTION 6.05 Affiliate Transactions ........................................................................... 135 SECTION 6.06 Amendments of Certain Documents; Line of Business ........................ 137 SECTION 6.07 Liens ..................................................................................................... 137 SECTION 6.08 Mergers, Amalgamations, Fundamental Changes, Etc ......................... 137 SECTION 6.09 Sanctions; Anti-Terrorism Laws ........................................................... 139 SECTION 6.10 Restrictions on Certain Subsidiaries ..................................................... 139 SECTION 6.11 Canadian Pension Plans ........................................................................ 139 SECTION 6.12 Consolidated Fixed Charge Coverage Ratio ......................................... 139 ARTICLE VII.
Limitations on Restrictive Agreements. Neither the Borrower nor any of its Subsidiaries shall enter into, or suffer to exist, any agreement (other than the Note Agreements) with any Person which, directly or indirectly, prohibits or limits the ability of any Subsidiary to (i) pay dividends or make other distributions to the Borrower or prepay any Indebtedness owed to Borrower or (ii) transfer any of its properties or assets to the Borrower (other than with respect to assets subject to Liens permitted by Section 6.3(C)).
Limitations on Restrictive Agreements. The Issuer will not, and will not permit any Subsidiary to, enter into, or suffer to exist, any agreement with any Person which, directly or indirectly, prohibits or limits the ability of any Subsidiary to (a) pay dividends or make other distributions to the Issuer or prepay any Debt owed to the Issuer or (b) transfer any of its properties or assets to the Issuer (other than with respect to assets subject to Liens permitted by SECTION 10.3).
