Common use of Parent Covenants Clause in Contracts

Parent Covenants. (a) The Parent will not engage in any business or activity other than the ownership of outstanding shares of capital stock of Holdings and Phase II Holdings, the issuance and sale of its common stock, Non-Cash Pay Preferred Stock, Parent Non-Cash Pay Debt and, to the extent permitted hereby, Qualifying Parent Indebtedness, the ownership of Shared Services Assets and Operations, the provision of Shared Services and, in each case, activities incidental thereto. The Parent will not own or acquire any assets (other than shares of capital stock of Holdings and Phase II Holdings, assets constituting Shared Services Assets and Operations, cash and Permitted Investments and Investments in Indebtedness of the Borrower or the Phase II Borrower required to be made pursuant to the Parent Agreement or the West Parent Agreement) or incur any liabilities (other than Parent Non-Cash Pay Debt, and, to the extent permitted hereby, Qualifying Parent Indebtedness, ordinary course trade payables, employee compensation liabilities and other liabilities incurred in the ordinary course in connection with the provision of Shared Services by the Parent or any subsidiary of the Parent, liabilities under the Loan Documents, liabilities under the Phase II Senior Facilities substantially equivalent to those under Section 6.21(b) or under the Parent Agreement or the West Parent Agreement, liabilities imposed by law, including tax liabilities, and other liabilities incidental to the maintenance of its existence and permitted activities). The Parent will not create, incur, assume or permit to exist any Lien on any property or assets now owned or hereafter acquired by it (other than Permitted Encumbrances and Liens created pursuant to the Parent Agreement and the West Parent Agreement. The Parent shall not in any event incur or permit to exist any Indebtedness for borrowed money other than (i) Parent Non-Cash Pay Debt and (ii) Qualifying Parent Indebtedness in an aggregate amount not in excess of $500,000,000 at any time outstanding; provided, however, that the QPI Issuance Conditions are satisfied at the time of any such issuance of Qualifying Parent Indebtedness; provided, further, however, that notwithstanding any other provision to this Agreement or any other Loan Document, it is expressly understood and agreed that the Parent shall not be personally liable under the Parent Pledge Agreement and the Agent on behalf of itself and each Secured Party agrees to look solely to the Pledged Collateral (as defined in the 100 Parent Pledge Agreement) for satisfaction of the Parent's obligations under the Parent Pledge Agreement.

Parent Covenants. Parent covenants that (ai) The Parent it will not permit any change to be made in the character of its business as carried out on the date hereof and will not engage in any business or activity of any kind or enter into any transaction or indenture, mortgage, instrument, agreement, contract, lease or other undertaking other than the ownership of outstanding shares of capital stock of Holdings and Phase II Holdings, the issuance and sale of its common stock, Non-Cash Pay Preferred Stock, Parent Non-Cash Pay Debt and, to the extent permitted hereby, Qualifying Parent Indebtedness, the ownership of Shared Services Assets and Operations, the provision of Shared Services and, in each case, activities incidental thereto. The Parent will not own or acquire any assets (other than shares of capital stock of Holdings and Phase II Holdings, assets constituting Shared Services Assets and Operations, cash and Permitted Investments and Investments in Indebtedness of the Borrower or the Phase II Borrower required to be made pursuant to the Parent Agreement or the West Parent Agreement) or incur any liabilities (other than Parent Non-Cash Pay Debt, and, to the extent permitted hereby, Qualifying Parent Indebtedness, ordinary course trade payables, employee compensation liabilities and other liabilities incurred in the ordinary course of its business as the holding company for the Company or as expressly contemplated by this Section, (ii) it will not merge or consolidate with or into, or sell, lease or otherwise dispose of (whether in connection with the provision one transaction or a series of Shared Services by the Parent transactions) substantially all of its assets (whether now or hereafter acquired) to any subsidiary other Person, (iii) it will have no material assets other than Capital Stock of the ParentCompany, (iv) it will have no material liabilities under the Loan Documents, other than (a) liabilities under the Phase II Senior Facilities substantially equivalent to those under Section 6.21(b) or under the Parent Agreement or the West Parent Agreement, liabilities imposed by law, including tax liabilities, and other liabilities incidental to the maintenance arising directly as a result of its existence ownership of the Company and permitted activities). The (b) the Old Parent will not create, incur, assume or permit to exist any Lien Discount Notes outstanding on any property or assets now owned or hereafter acquired by it (other than Permitted Encumbrances the Restatement Date after the closing of the Old Parent Discount Note Tender Offer and Liens created pursuant to the Parent Agreement and the West Parent Agreement. The Parent shall not in any event will not incur or permit suffer to exist any Indebtedness for borrowed money (other than as permitted above) or Guaranty Obligations) other than such Old Parent Discount Notes, pursuant to Article XII and pursuant to the New Subordinated Indenture, the Old Subordinated Indenture and any Qualified Indenture, provided that the Guaranty Obligations that arise pursuant to such indentures are subordinated to the Guaranty Obligations that arise pursuant to Article XII on substantially the same terms as the New Subordinated Notes are subordinated to the Guaranteed Obligations, (iv) it will not, and will not permit any of its Subsidiaries to, (a) declare or make any dividend payment or other distribution on account of any shares of the TPG Acquisition Preferred Stock other than a distribution made solely of additional shares of TPG Acquisition Preferred Stock, or (b) make any redemptions, prepayments, defeasances or repurchases (collectively, "Redemptions") of any shares of TPG Acquisition Preferred Stock other than, so long as no Event of Default or Unmatured Event of Default of the type specified in Section 9.1(f) or (g) has occurred and is continuing, Redemptions made with the Net Cash Proceeds of an equity issuance by, or capital contribution to, Parent Non-Cash Pay Debt and (iivi) Qualifying Parent Indebtedness it will not issue any TPG Acquisition Preferred Stock for a price per share less than the liquidation preference thereof (i.e., $1,000 per share), other than in an aggregate amount not in excess payment of $500,000,000 at any time outstanding; provided, however, that the QPI Issuance Conditions are satisfied at the time of any such issuance of Qualifying Parent Indebtedness; provided, further, however, that notwithstanding any other provision to this Agreement or any other Loan Document, it is expressly understood and agreed that the Parent shall not be personally liable under the Parent Pledge Agreement and the Agent on behalf of itself and each Secured Party agrees to look solely to the Pledged Collateral (as defined in the 100 Parent Pledge Agreement) for satisfaction of the Parent's obligations under the Parent Pledge Agreementregularly scheduled dividends thereon.

Parent Covenants. (a) The Parent will not engage in any business or activity other than the ownership of outstanding shares of capital stock of Holdings and Phase II East Holdings, the issuance and sale of its common stock, Non-Cash Pay Preferred Stock, Parent Non-Cash Pay Debt and, to the extent permitted hereby, Qualifying Parent Indebtedness, the ownership of Shared Services Assets and Operations, the provision of Shared Services and, in each case, activities incidental thereto. The Parent will not own or acquire any assets (other than shares of capital stock of Holdings and Phase II East Holdings, assets constituting Shared Services Assets and Operations, cash and cash, Permitted Investments and Investments in Indebtedness of the Borrower or the Phase II East Borrower required to be made pursuant to the Parent Agreement or the West East Parent Agreement) or incur any liabilities (other than Parent Non-Cash Pay Debt, Debt and, to the extent permitted hereby, Qualifying Parent Indebtedness, ordinary course trade payables, employee compensation liabilities and other liabilities incurred in the ordinary course in connection with the provision of Shared Services by the Parent or any subsidiary of the Parent, liabilities under the Loan Documents, liabilities under the Phase II Senior East Credit Facilities substantially equivalent to those under Section 6.21(b6.22(b) or under the Parent Agreement or the West East Parent Agreement, liabilities imposed by law, including tax liabilities, and other liabilities incidental to the maintenance of its existence and permitted activities). The Parent will not create, incur, assume or permit to exist any Lien on any property or assets now owned or hereafter acquired by it (it, other than Permitted Encumbrances and Liens created pursuant to the Parent Agreement and the West East Parent Agreement. The Parent shall not in any event incur or permit to exist any Indebtedness for borrowed money other than (i) Parent Non-Cash Pay Debt and (ii) Qualifying Parent Indebtedness in an aggregate amount not in excess of $500,000,000 at any time outstanding; provided, however, that the QPI Issuance Conditions are satisfied at the time of any such issuance of Qualifying Parent Indebtedness; provided, further, however, that notwithstanding any other provision to of this Agreement or any other Loan Document, it is expressly understood and agreed that the Parent shall not be personally liable under the Parent Pledge Agreement and the Agent on behalf of itself and each Secured Party agrees to look solely to the Pledged Collateral (as defined in the 100 Parent Pledge Agreement) for satisfaction of the Parent's obligations under the Parent Pledge Agreement.

Parent Covenants. (a) The Parent will not engage in any business or activity other than the ownership of outstanding shares of capital stock of Holdings and Phase II East Holdings, the issuance and sale of its common stock, Non-Cash Pay Preferred Stock, Parent Non-Cash Pay Debt Debt, any Put Financing Indebtedness and, to the extent permitted hereby, Qualifying Parent Indebtedness, the ownership of Shared Services Assets and Operations, the provision of Shared Services and, in each case, activities incidental thereto. The Parent will not own or acquire any assets (other than shares of capital stock of Holdings and Phase II East Holdings, assets constituting Shared Services Assets and Operations, cash and Permitted Investments and Investments in Indebtedness of the Borrower or the Phase II Borrower required to be made pursuant to the Parent Agreement or the West Parent AgreementInvestments) or incur any liabilities (other than Parent Non-Cash Pay Debt, any Put Financing Indebtedness and, to the extent permitted hereby, Qualifying Parent Indebtedness, ordinary course trade payables, employee compensation liabilities (including, without limitation, loans and advances to employees in the ordinary course of business) and other liabilities incurred in the ordinary course in connection with the provision of Shared Services by the Parent or any subsidiary of the Parent, liabilities under the Loan Documents, liabilities under the Phase II Senior East Credit Facilities substantially equivalent to those under Section 6.21(b) or under the Parent Agreement or the West Parent Agreement6.22(b), liabilities imposed by law, including tax liabilities, and other liabilities incidental to the maintenance of its existence and permitted activities). The Parent will not create, incur, assume or permit to exist any Lien on any property or assets now owned or hereafter acquired by it (it, other than Permitted Encumbrances and Liens created pursuant to the Parent Agreement and the West Parent AgreementEncumbrances. The Parent shall not in any event incur or permit to exist any Indebtedness for borrowed money other than (i) Parent Non-Cash Pay Debt and Debt, (ii) any Put Financing Indebtedness and (iii) Qualifying Parent Indebtedness in an aggregate amount not in excess of $500,000,000 at any time outstandingIndebtedness; provided, however, that in the case of Qualifying Parent Indebtedness, other than Initial Base QPI, the QPI Issuance Conditions are satisfied at the time of any such issuance of Qualifying Parent Indebtedness; provided, further, however, that notwithstanding any other provision to of this Agreement or any other Loan Document, it is expressly understood and agreed that the Parent shall not be personally liable under the Parent Pledge Agreement and the Agent on behalf of itself and each Secured Party agrees to look solely to the Pledged Collateral (as defined in the 100 Parent Pledge Agreement) for satisfaction of the Parent's obligations under the Parent Pledge Agreement.

Parent Covenants. (a) The Parent will not engage in any business or activity other than the ownership of outstanding shares of capital stock of Holdings and Phase II West Holdings, the issuance and sale of its common stock, Non-Cash Pay Preferred Stock, Parent Non-Cash Pay Debt Debt, any Put Financing Indebtedness and, to the extent permitted hereby, Qualifying Parent Indebtedness, the ownership of Shared Services Assets and Operations, the provision of Shared Services and, in each case, activities incidental thereto. The Parent will not own or acquire any assets (other than shares of capital stock of Holdings and Phase II West Holdings, assets constituting Shared Services Assets and Operations, cash and Permitted Investments and Investments in Indebtedness of the Borrower or the Phase II Borrower required to be made pursuant to the Parent Agreement or the West Parent AgreementInvestments) or incur any liabilities (other than Parent Non-Cash Pay Debt, any Put Financing Indebtedness and, to the extent permitted hereby, Qualifying Parent Indebtedness, ordinary course trade payables, employee compensation liabilities (including, without limitation, loans and advances to employees in the ordinary course of business) and other liabilities incurred in the ordinary course in connection with the provision of Shared Services by the Parent or any subsidiary of the Parent, liabilities under the Loan Documents, liabilities under the Phase II Senior West Credit Facilities substantially equivalent to those under Section 6.21(b) or under the Parent Agreement or the West Parent Agreement), liabilities imposed by law, including tax liabilities, and other liabilities incidental to the maintenance of its existence and permitted activities). The Parent will not create, incur, assume or permit to exist any Lien on any property or assets now owned or hereafter acquired by it (other than Permitted Encumbrances and Liens created pursuant to the Parent Agreement and the West Parent AgreementEncumbrances. The Parent shall not in any event incur or permit to exist any Indebtedness for borrowed money other than (i) Parent Non-Cash Pay Debt and Debt, (ii) any Put Financing Indebtedness and (iii) Qualifying Parent Indebtedness in an aggregate amount not in excess of $500,000,000 at any time outstandingIndebtedness; provided, however, that in the case of Qualifying Parent Indebtedness, other than Initial Base QPI, the QPI Issuance Conditions are satisfied at the time of any such issuance of Qualifying Parent Indebtedness; provided, further, however, that notwithstanding any other provision to of this Agreement or any other Loan Document, it is expressly understood and agreed that the Parent shall not be personally liable under the Parent Pledge Agreement and the Agent on behalf of itself and each Secured Party agrees to look solely to the Pledged Collateral (as defined in the 100 Parent Pledge Agreement) for satisfaction of the Parent's obligations under the Parent Pledge Agreement.

Parent Covenants. (a) The Parent will not engage in any business or activity other than the ownership of outstanding shares of capital stock of Holdings and Phase II HoldingsEast Holdings and their respective subsidiaries and any Finance Company, the issuance and sale of its common stock, Non-Cash Pay Preferred Stock, Parent Non-Cash Pay Debt and, to the extent permitted herebyDebt, Qualifying Parent Indebtedness, the ownership of Shared Services Assets and OperationsOperations (including its ownership interest in Dex Media Service LLC), the provision of Shared Services and, in each case, activities incidental thereto. The Parent will not own or acquire any assets (other than shares of capital stock of Holdings and Phase II HoldingsEast Holdings and any Finance Company, other Investments in Holdings and East Holdings and their respective subsidiaries, assets constituting Shared Services Assets and OperationsOperations (including its ownership interest in Dex Media Service LLC), cash and Permitted Investments and Investments in Indebtedness of the Borrower or the Phase II Borrower required to be made pursuant to the Parent Agreement or the West Parent AgreementInvestments) or incur any liabilities (other than Parent Non-Cash Pay Debt, and, Debt and Qualifying Parent Indebtedness to the extent permitted hereby, Qualifying Parent Indebtedness, ordinary course trade payables, employee compensation liabilities (including, without limitation, loans and advances to employees in the ordinary course of business) and other liabilities incurred in the ordinary course in connection with the provision of Shared Services by the Parent or any subsidiary of the Parent, liabilities under the Loan Documents, liabilities under the Phase II Senior Facilities substantially equivalent to those under Section 6.21(b) or under the Parent Agreement or the West Parent Agreement, liabilities imposed by law, including tax liabilities, and other liabilities incidental to the maintenance of its existence and permitted activities). The Parent will not create, incur, assume or permit to exist any Lien Liens on any property or assets now owned or hereafter acquired by it (other than (i) Permitted Encumbrances and Encumbrances, (ii) Liens created pursuant to on the Parent capital stock of Holdings in connection with this Agreement and (iii) Liens on the West Parent capital stock of East Holdings in connection with the East Credit Agreement. The Parent shall not in any event incur or permit to exist any Indebtedness for borrowed money other than (i) Parent Non-Cash Pay Debt and (ii) Qualifying Parent Indebtedness in an aggregate amount not in excess of $500,000,000 at any time outstandingIndebtedness; provided, however, that in the case of Qualifying Parent Indebtedness, other than Base Parent QPI, the QPI Issuance Conditions are satisfied at the time of any such issuance of Qualifying Parent Indebtedness; provided, further, however, that notwithstanding any other provision to of this Agreement or any other Loan Document, it is expressly understood and agreed that the Parent shall not be personally liable under the Parent Pledge Agreement and the Agent on behalf of itself and each Secured Party agrees to look solely to the Pledged Collateral (as defined in the 100 Parent Pledge Agreement) for satisfaction of the Parent's ’s obligations under the Parent Pledge Agreement.

Parent Covenants. (a) The Parent will not engage in any business or activity other than the ownership of outstanding shares of capital stock of Holdings and Phase II HoldingsWest Holdings and their respective subsidiaries and any Finance Company, the issuance and sale of its common stock, Non-Cash Pay Preferred Stock, Parent Non-Cash Pay Debt and, to the extent permitted herebyDebt, Qualifying Parent Indebtedness, the ownership of Shared Services Assets and Operations, the provision of Shared Services and, in each case, activities incidental thereto. The Parent will not own or acquire any assets (other than shares of capital stock of Holdings and Phase II HoldingsWest Holdings and any Finance Company, other Investments in Holdings and West Holdings and their respective subsidiaries, assets constituting Shared Services Assets and Operations, cash and Permitted Investments and Investments in Indebtedness of the Borrower or the Phase II Borrower required to be made pursuant to the Parent Agreement or the West Parent AgreementInvestments) or incur any liabilities (other than Parent Non-Cash Pay Debt, and, Debt and Qualifying Parent Indebtedness to the extent permitted hereby, Qualifying Parent Indebtedness, ordinary course trade payables, employee compensation liabilities (including, without limitation, loans and advances to employees in the ordinary course of business) and other liabilities incurred in the ordinary course in connection with the provision of Shared Services by the Parent or any subsidiary of the Parent, liabilities under the Loan Documents, liabilities under the Phase II Senior Facilities substantially equivalent to those under Section 6.21(b) or under the Parent Agreement or the West Parent Agreement, liabilities imposed by law, including tax liabilities, and other liabilities incidental to the maintenance of its existence and permitted activities). The Parent will not create, incur, assume or permit to exist any Lien Liens on any property or assets now owned or hereafter acquired by it (other than (i) Permitted Encumbrances and Encumbrances, (ii) Liens created pursuant to on the Parent capital stock of Holdings in connection with this Agreement and (iii) Liens on the capital stock of West Holdings in connection with the West Parent Credit Agreement. The Parent shall not in any event incur or permit to exist any Indebtedness for borrowed money other than (i) Parent Non-Cash Pay Debt and (ii) Qualifying Parent Indebtedness in an aggregate amount not in excess of $500,000,000 at any time outstandingIndebtedness; provided, however, that in the case of Qualifying Parent Indebtedness, other than Base Parent QPI, the QPI Issuance Conditions are satisfied at the time of any such issuance of Qualifying Parent Indebtedness; provided, further, however, that notwithstanding any other provision to of this Agreement or any other Loan Document, it is expressly understood and agreed that the Parent shall not be personally liable under the Parent Pledge Agreement and the Agent on behalf of itself and each Secured Party agrees to look solely to the Pledged Collateral (as defined in the 100 Parent Pledge Agreement) for satisfaction of the Parent's ’s obligations under the Parent Pledge Agreement.

Parent Covenants. (a) The Parent will not engage in any business or activity other than the ownership of outstanding shares of capital stock of Holdings and Phase II Holdings, the issuance and sale of its common stock, Non-Cash Pay Preferred Stock, Parent Non-Cash Pay Debt and, to the extent permitted hereby, Qualifying Parent Indebtedness, the ownership of Shared Services Assets and Operations, the provision of Shared Services and, in each case, activities incidental thereto. The Parent will not own or acquire any assets (other than shares of capital stock of Holdings and Phase II Holdings, assets constituting Shared Services Assets and Operations, cash and Permitted Investments and Investments in Indebtedness of the Borrower or the Phase II Borrower required to be made pursuant to the Parent Agreement or the West Parent Agreement) or incur any liabilities (other than Parent Non-Cash Pay Debt, and, to the extent permitted hereby, Qualifying Parent Indebtedness, ordinary course trade payables, employee compensation liabilities and other liabilities incurred in the ordinary course in connection with the provision of Shared Services by the Parent or any subsidiary of the Parent, liabilities under the Loan Documents, liabilities under the Phase II Senior Facilities substantially equivalent to those under Section 6.21(b) or under the Parent Agreement or the West Parent Agreement, liabilities imposed by law, including tax liabilities, and other liabilities incidental to the maintenance of its existence and permitted activities). The Parent will not create, incur, assume or permit to exist any Lien on any property or assets now owned or hereafter acquired by it (other than Permitted Encumbrances and Liens created pursuant to the Parent Agreement and the West Parent Agreement. The Parent shall not in any event incur or permit to exist any Indebtedness for borrowed money other than (i) Parent Non-Cash Pay Debt and (ii) Qualifying Parent Indebtedness in an aggregate amount not in excess of $500,000,000 at any time outstanding; provided, however, that the QPI Issuance Conditions are satisfied at the time of any such issuance of Qualifying Parent Indebtedness; provided, further, however, that notwithstanding any other provision to this Agreement or any other Loan Document, it is expressly understood and agreed that the Parent shall not be personally liable under the Parent Pledge Agreement and the Agent on behalf of itself and each Secured Party agrees to look solely to the Pledged Collateral (as defined in the 100 Parent Pledge Agreement) for satisfaction of the Parent's ’s obligations under the Parent Pledge Agreement.