Common use of No Restrictions on Subsidiary Distributions Clause in Contracts

No Restrictions on Subsidiary Distributions. Except as provided herein, the Company will not, and will not permit any of its 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 (except, in the case of a Subsidiary that became a Subsidiary by means of an Acquisition permitted hereunder, restrictions or encumbrances that existed at the time such Subsidiary was acquired and which were not created in contemplation of such Acquisition) to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by the Company or any other Subsidiary of the Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to the Company or any other Subsidiary of the Company, (iii) make loans or advances to the Company or any other Subsidiary of the Company, or (iv) transfer any of its property or assets to the Company or any other Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of (a) applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction over the Company or any Subsidiary or any of their respective businesses, (b) the Loan Documents, (c) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Company or any of its Subsidiaries, (d) customary provisions restricting assignment of any licensing agreement (in which the Company or any of its Subsidiaries is the licensee) or other contract entered into by the Company or any of its Subsidiaries in the ordinary course of business, (e) restrictions on the transfer of any asset pending the close of the sale of such asset, (f) restrictions on the transfer of any asset in any agreement permitted by Section 7.02(b), (g) restrictions on the transfer of any asset subject to a Lien permitted by Section 7.02(a)(v), (h) customary provisions in joint venture agreements or other similar agreements applicable to Joint Ventures permitted under Section 7.03 and applicable solely to such Joint Venture entered into in the ordinary course of business, (i) any agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 7.01(s), (j) any agreement governing a Securitization Financing permitted pursuant to Section 7.01(t), which restrictions are applicable only to the relevant Securitization Subsidiary, (k) any agreement or arrangement already binding on a Subsidiary when it is acquired, so long as such agreement or arrangement was not created in anticipation of such acquisition and (l) any agreement amending, refinancing or replacing any of the foregoing (so long as any such restrictions are not materially more restrictive, taken as a whole, than those contained in the agreement so amended, refinanced or replaced).

No Restrictions on Subsidiary Distributions. Except as provided herein, the Company will not, and will not permit any of its 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 (except, in the case of a Subsidiary that became a Subsidiary by means of an Acquisition permitted hereunder, restrictions or encumbrances that existed at the time such Subsidiary was acquired and which were not created in contemplation of such Acquisition) to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by the Company or any other Subsidiary of the Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to the Company or any other Subsidiary of the Company, (iii) make loans or advances to the Company or any other Subsidiary of the Company, or (iv) transfer any of its property or assets to the Company or any other Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of (a) applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction over the Company or any Subsidiary or any of their respective businesses, (b) the Loan DocumentsDocuments or the definitive documentation governing any Refinancing Debt, (c) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Company or any of its Subsidiaries, (d) customary provisions restricting assignment of any licensing agreement (in which the Company or any of its Subsidiaries is the licensee) or other contract entered into by the Company or any of its Subsidiaries in the ordinary course of business, (e) restrictions on the transfer of any asset pending the close of the sale of such assetasset or in sale-leaseback agreements, (f) restrictions on the transfer of any asset in any agreement permitted by Section 7.02(b), (g) restrictions on the transfer of any asset subject to a Lien permitted by Section 7.02(a)(v) or 7.02(a)(vi), (h) customary provisions in joint venture agreements or other similar agreements applicable to Joint Ventures permitted under Section 7.03 and applicable solely to such Joint Venture entered into in the ordinary course of business, (i) any agreement governing Indebtedness of the type permitted under Section 7.01(r) or of a Foreign Subsidiary permitted under Section 7.01(s), (j) any agreement governing a Securitization Financing permitted pursuant to Section 7.01(t), which restrictions are applicable only to the relevant Securitization Subsidiary, (k) any agreement or arrangement already binding on a Subsidiary when it is acquired, so long as such agreement or arrangement was not created in anticipation of such acquisition acquisition, (l) restrictions on cash and other deposits or net worth imposed by customers, suppliers or landlords and required by insurance, surety or bonding companies, and (lm) any agreement amending, refinancing or replacing any of the foregoing (so long as any such restrictions are not materially more restrictive, taken as a whole, than those contained in the agreement so amended, refinanced or replaced).

No Restrictions on Subsidiary Distributions. Except as provided herein, the Company will not, and will not permit any of its 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 (except, in the case of a Subsidiary that became a Subsidiary by means of an Acquisition permitted hereunder, restrictions or encumbrances that existed at the time such Subsidiary was acquired and which were not created in contemplation of such Acquisition) to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by the Company or any other Subsidiary of the Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to the Company or any other Subsidiary of the Company, (iii) make loans or advances to the Company or any other Subsidiary of the Company, or (iv) transfer any of its property or assets to the Company or any other Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of (a) applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction over the Company or any Subsidiary or any of their respective businesses, (b) the Loan Documents, (c) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Company or any of its Subsidiaries, (d) customary provisions restricting assignment of any licensing agreement (in which the Company or any of its Subsidiaries is the licensee) or other contract entered into by the Company or any of its Subsidiaries in the ordinary course of business, (e) restrictions on the transfer of any asset pending the close of the sale of such asset, (f) restrictions on the transfer of any asset in any agreement subject to a Lien permitted by Section 7.02(b), (g) restrictions on the transfer of any asset subject to a Lien permitted by Section 7.02(a)(v), purchase money Lien; and (h) customary provisions in joint venture agreements or other similar agreements applicable to Joint Ventures permitted under Section 7.03 and applicable solely to such Joint Venture entered into in the ordinary course of business, (i) any agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 7.01(s), (j) any agreement governing a Securitization Financing permitted pursuant to Section 7.01(t), which restrictions are applicable only to the relevant Securitization Subsidiary, (k) any agreement or arrangement already binding on a Subsidiary when it is acquired, so long as such agreement or arrangement was not created in anticipation of such acquisition and (l) any agreement amending, refinancing or replacing any of the foregoing (so long as any such restrictions are not materially more restrictive, taken as a whole, than those contained in the agreement so amended, refinanced or replaced).

No Restrictions on Subsidiary Distributions. Except as provided herein, the Company will not, and will not permit any of its 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 (except, in the case of a Subsidiary that became a Subsidiary by means of an Acquisition permitted hereunder, restrictions or encumbrances that existed at the time such Subsidiary was acquired and which were not created in contemplation of such Acquisition) to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by the Company or any other Subsidiary of the Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to the Company or any other Subsidiary of the Company, (iii) make loans or advances to the Company or any other Subsidiary of the Company, or (iv) transfer any of its property or assets to the Company or any other Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of (a) applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction over the Company or any Subsidiary or any of their respective businesses, (b) the Loan Documents, (c) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Company or any of its Subsidiaries, (d) customary provisions restricting assignment of any licensing agreement (in which the Company or any of its Subsidiaries is the licensee) or other contract entered into by the Company or any of its Subsidiaries in the ordinary course of business, (e) restrictions on the transfer of any asset pending the close of the sale of such asset, (f) restrictions on the transfer of any asset in any agreement subject to a Lien permitted by Section 7.02(b), (g) restrictions on the transfer of any asset subject to a Lien permitted by Section 7.02(a)(v)purchase money Lien, (h) customary provisions in joint venture agreements or other similar agreements applicable to Joint Ventures permitted under Section 7.03 hereunder and applicable solely to such Joint Venture entered into in the ordinary course of business, (i) any agreement governing Indebtedness of a Foreign Subsidiary permitted under Section 7.01(s)7.01, (j) any agreement governing a Securitization Financing permitted pursuant to Section 7.01(t)Financing, which restrictions are applicable only to the relevant Securitization SubsidiaryVehicle, (k) any agreement or arrangement already binding on a Subsidiary when it is acquired, so long as such agreement or arrangement was not created in anticipation of such acquisition and (l) any agreement amending, refinancing or replacing any of the foregoing (so long as any such restrictions are not materially more restrictive, taken as a whole, than those contained in the agreement so amended, refinanced or replaced).

No Restrictions on Subsidiary Distributions. Except (i) as provided hereinherein or in the other Loan Documents, the Company will not(ii) as described on Schedule 6.1(b), and will not permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind (iii) for restrictions on the ability use of any such Subsidiary proceeds from a permitted financing of Aircraft Related Equipment, Slots or Gates, (except, in the case of a Subsidiary that became a Subsidiary by means of iv) for restrictions binding on an Acquisition permitted hereunder, restrictions or encumbrances that existed entity at the time such entity first becomes a Subsidiary was acquired and which were of an Obligor, whether by merger, consolidation, purchase of assets or otherwise (provided that such restrictions are not created created, incurred or assumed by such entity in contemplation of such Acquisition) to (i) pay dividends or make any other distributions on any in connection with the financing of such Subsidiaryentity’s Capital Stock owned by the Company or any other becoming a Subsidiary of the Companyan Obligor), (iiv) repay or prepay any Indebtedness owed by such Subsidiary to the Company or any other Subsidiary of the Company, (iii) make loans or advances to the Company or any other Subsidiary of the Company, or (iv) transfer any of its for restrictions on property or assets to created by the Company or any other Subsidiary terms of the Companya Lien permitted hereunder, except for such encumbrances or (vi) restrictions existing under or that apply by reason of (a) any applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction over the Company or any Subsidiary or any of their respective businesses, (b) the Loan Documents, (c) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Company or any of its Subsidiaries, (d) customary provisions restricting assignment of any licensing agreement (in which the Company or any of its Subsidiaries is the licensee) or other contract entered into by the Company or any of its Subsidiaries in the ordinary course of business, (evii) restrictions on the transfer of any asset pending the close of the sale of such asset, (f) restrictions on the transfer of any asset contained in any agreement permitted by Section 7.02(b), (g) restrictions on the transfer of any asset subject to a Lien permitted by Section 7.02(a)(v), (h) customary provisions in joint venture agreements or other similar agreements applicable to Joint Ventures permitted under Section 7.03 contracts, licenses, leases and applicable solely to such Joint Venture asset sale and purchase agreement entered into in the ordinary course Ordinary Course of businessBusiness, (iviii) any contract or agreement governing Indebtedness for the sale or other Disposition of a Foreign Restricted Subsidiary permitted under Section 7.01(s)that restricts distributions, asset sales or loans by that Restricted Subsidiary pending its sale or other Disposition, (jix) any agreement governing a Securitization Financing permitted pursuant to Section 7.01(tprovisions limiting the disposition or distribution of assets or property or loans or advances in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with an Investment), which restrictions are limitation is applicable only to the relevant Securitization Subsidiaryassets or the joint venture entity, as applicable, that are the subject of such agreements or otherwise in the Ordinary Course of Business, (kx) any instrument or agreement entered into in connection with any full or arrangement already binding on partial “spin-off” of a Subsidiary when it is acquiredor similar transactions, so long as such agreement or arrangement was not created in anticipation of such acquisition and (lxi) any agreement amending, refinancing encumbrance or replacing restriction existing under or by reason of Indebtedness or other contractual requirement of a Receivables Subsidiary or any of the foregoing Standard Securitization Undertakings (so long as any provided that such restrictions are not materially more restrictiveapply only to such Receivables Subsidiary), taken as a wholeno Obligor will, than those contained in the agreement so amendednor will it permit any other Obligor to, refinanced create or replaced)otherwise cause to exist any Payment Restriction with respect to any Obligor.