Common use of Parent Covenant Clause in Contracts

Parent Covenant. Notwithstanding anything to the contrary herein, Parent will not incur any Debt or Liens or engage in any activities or consummate any transactions (including, without limitation, any merger, amalgamation, consolidation, dissolution, liquidation, wind-up, Restricted Payments, Investments or Dispositions) and will not conduct, transact or otherwise engage in any business or operations, in each case, other than: (a) the ownership and/or acquisition of the Equity Interests of Administrative Borrower and International Holdings; (b) the performance of obligations under and compliance with the Parent Series A Preferred Equity Documents (on or prior to the Fourth Amendment Effective Time), Parent Series B Preferred Equity Documents, the Exchange Agreement, its Organizational Documents, or applicable Laws (including the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance), ordinance, regulation, rule, order, judgment, decree or permit, including without limitation as a result of or in connection with the activities of its Subsidiaries; (c) participating in tax, accounting, cash management, cash pooling, transfer pricing, cost- sharing arrangements, insurance, payroll and other administrative matters related to Parent or any of its Subsidiaries; (d) the entry into, and exercise of rights and performance of its obligations under and in connection with the Loan Documents, the Debt permitted to be incurred pursuant to Section 7.01(a)(xxii) and the Debt permitted to be incurred pursuant to Section 7.01(a)(xxiii) (including the conversion of the Convertible Notes into Equity Interests pursuant to the terms thereof and any documentation governing any Guarantee of Debt of any Subsidiary of a Loan Party permitted hereunder); (e) the issuance of any common Equity Interests of Parent as permitted by the Parent Series A Preferred Certificate of Designations and the Parent Series B Preferred Certificate of Designations; (f) the issuance of the Parent Series B Preferred Equity Interests as contemplated by the Exchange Agreement or as otherwise permitted by the Parent Series B Preferred Certificate of Designations; (g) holding of any cash, Cash Equivalents and other assets received from any Subsidiary of Parent, in each case, pending prompt investment or application thereof in a manner permitted by the terms of this Agreement; (h) incurring fees, costs and expenses relating to overhead and general operating, including professional fees for legal, tax and accounting issues and paying taxes, maintaining insurance coverage for itself and its Subsidiaries, the entry into, and exercise of rights and performance of its obligations under and in connection with any leases, providing indemnification for, and ability to make ordinary course payments to, its current and former officers, directors, members of management, managers, employees and advisors or consultants; (i) the consummation of the Reorganization Transactions on the Effective Date; (j) the payment of its Taxes or Taxes of the Administrative Borrower, International Holdings, any other Subsidiary of the Administrative Borrower or International Holdings or any group that includes Parent, the Borrower, International Holdings or any other Subsidiary of Parent and that files Taxes on a consolidated, combined, affiliated, unitary or similar basis, in each case attributable to the taxable income of Parent and its Subsidiaries, and computed at the highest applicable combined federal, state, and local marginal tax rate; provided that payments pursuant to this clause shall not exceed the amount of Taxes that Parent would have paid if Parent and its Subsidiaries were a stand- alone taxpayer or stand-alone tax group; provided, that, prior to and after giving effect to such payment, no Default or Event of Default exists or is continuing; (k) the payment of (1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting, tax reporting and similar expenses payable to third parties), that are reasonable and customary and incurred in the ordinary course of business, (2) any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of Parent attributable to the ownership or operations of the Administrative Borrower, International Holdings and the Subsidiaries of Parent, and (3) franchise and similar Taxes, and other fees and expenses required to maintain its organizational existence; provided, that, prior to and after giving effect to such payment, no Default or Event of Default exists or is continuing; (l) the making of Restricted Payments permitted to be made pursuant to Sections 7.08(a)(iv), (xi), (xiv) and (xv); provided, that, in each case, prior to and after giving effect to such Restricted Payment, no Default or Event of Default exists or is continuing; (m) the making of Investments permitted to be made by Parent pursuant to Section 7.04(c); (n) the incurrence of Debt permitted to be incurred by Parent pursuant to Section 7.01(a)(xiv) and Section 7.01(a)(xv)(y); and (o) performing transactions that are otherwise specifically permitted or expressly contemplated hereunder, including other transactions described in Article VII as involving ▇▇▇▇▇▇; (p) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests); and (q) activities incidental to the businesses or activities described in the foregoing clauses.

Parent Covenant. Notwithstanding anything to the contrary herein, Parent will not incur any Debt or Liens or engage in any activities or consummate any transactions (including, without limitation, any merger, amalgamation, consolidation, dissolution, liquidation, wind-up, Restricted Payments, Investments or Dispositions) and will not conduct, transact or otherwise engage in any business or operations, in each case, other than: (a) the ownership and/or acquisition of the Equity Interests of Administrative Borrower and International HoldingsIntermediate; (b) the performance of obligations under and compliance with the Parent Series A Preferred Equity Documents (on or prior to the Fourth Amendment Effective Time), Parent Series B Preferred Equity Documents, the Exchange Agreement, its Organizational Documents, or applicable Laws (including the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance), ordinance, regulation, rule, order, judgment, decree or permit, including without limitation as a result of or in connection with the activities of its Subsidiaries; (c) participating in tax, accounting, cash management, cash pooling, transfer pricing, cost- cost-sharing arrangements, insurance, payroll and other administrative matters related to Parent or any of its Subsidiaries; (d) the entry into, and exercise of rights and performance of its obligations under and in connection with the Loan Documents, the Debt permitted to be incurred pursuant to Section 7.01(a)(xxii) and the Debt permitted to be incurred pursuant to Section 7.01(a)(xxiii) (including the conversion of the Convertible Notes into Equity Interests pursuant to the terms thereof and any documentation governing any Guarantee of Debt of any Subsidiary of a Loan Party permitted hereunder); (e) the issuance of any the Parent Preferred Equity Interests and the common Equity Interests of Parent as permitted by the Parent Series A Preferred Certificate of Designations and the Parent Series B Preferred Certificate of DesignationsParent; (f) the issuance of the Parent Series B Preferred Equity Interests as contemplated by the Exchange Agreement or as otherwise permitted by the Parent Series B Preferred Certificate of Designations; (g) holding of any cash, Cash Equivalents and other assets received from any Subsidiary of Parent, in each case, pending prompt investment or application thereof in a manner permitted by the terms of this Agreement; (hg) incurring fees, costs and expenses relating to overhead and general operating, including professional fees for legal, tax and accounting issues and paying taxes, maintaining insurance coverage for itself and its Subsidiaries, the entry into, and exercise of rights and performance of its obligations under and in connection with any leases, providing indemnification for, and ability to make ordinary course payments to, its current and former officers, directors, members of management, managers, employees and advisors or consultants; (ih) the consummation of the Reorganization Transactions on the Effective Date; (ji) the payment of its Taxes or Taxes of the Administrative Borrower, International Holdings, any other Subsidiary of the Administrative Borrower or International Holdings or any group that includes Parent, the Borrower, International Holdings or any other Subsidiary of Parent and that files Taxes on a consolidated, combined, affiliated, unitary or similar basis, in each case attributable to the taxable income of Parent and its Subsidiaries, and computed at the highest applicable combined federal, state, and local marginal tax rate; provided that payments pursuant to this clause shall not exceed the amount of Taxes that Parent would have paid if Parent and its Subsidiaries were a stand- stand-alone taxpayer or stand-alone tax group; provided, that, prior to and after giving effect to such payment, no Default or Event of Default exists or is continuing; (kj) the payment of (1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting, tax reporting and similar expenses payable to third parties), that are reasonable and customary and incurred in the ordinary course of business, (2) any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of Parent attributable to the ownership or operations of the Administrative Borrower, International Holdings and the Subsidiaries of Parent, and (3) franchise and similar Taxes, and other fees and expenses required to maintain its organizational existence; provided, that, prior to and after giving effect to such payment, no Default or Event of Default exists or is continuing; (lk) the making of Restricted Payments permitted to be made pursuant to Sections 7.08(a)(iv), (xi), (xiv) and (xv); provided, that, in each case, prior to and after giving effect to such Restricted Payment, no Default or Event of Default exists or is continuing; (ml) the making of Investments permitted to be made by Parent pursuant to Section 7.04(c); (nm) the incurrence of Debt permitted to be incurred by Parent pursuant to Section 7.01(a)(xiv) and Section 7.01(a)(xv)(y); and (on) performing transactions that are otherwise specifically permitted or expressly contemplated hereunder, including other transactions described in Article VII as involving ▇▇▇▇▇▇; (po) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests); and (qp) activities incidental to the businesses or activities described in the foregoing clauses.