Permitted Activities of Holdings. Holdings shall not (a) incur any Indebtedness or any other obligation or liability whatsoever other than (i) the Indebtedness under this Agreement and the other Credit Documents, (ii) Indebtedness and obligations under clauses (p), (q) or (r) of Section 6.1, (iii) obligations and liabilities incidental to such ownership of Equity Interests of the Borrower, (iv) obligations and liabilities incidental to its corporate existence (such as tax, accounting and employment matters) and its status as a public reporting company and incurred in the ordinary course of business (including providing indemnification to officers and directors and procuring insurance), (v) its obligations and liabilities under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (vi) obligations and liabilities in connection with any offering or issuance of its Equity Interests (including under any agreements described in clause (c)(iii) below), (vii) management and administration of its stock compensation and benefits plans, (viii) guaranties of obligations (other than Indebtedness) of any of its Subsidiaries to vendors, trade creditors or other third parties solely to the extent such obligations are permitted hereunder, (ix) obligations and liabilities under applicable laws, and (x) obligations and liabilities reasonably incidental to the foregoing clauses (i) through (ix); (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Equity Interests of the Borrower and performing its obligations and activities incidental to such ownership of Equity Interests of the Borrower, (ii) making Restricted Payments and Investments to the extent permitted by this Agreement, (iii) executing and becoming a party to any agreement in connection with a Permitted Acquisition or similar Investment permitted pursuant to Section 6.6, which agreement contemplates the issuance of Equity Interests of Holdings as consideration for any such Permitted Acquisition or similar Investment, (iv) complying with its obligations and enforcing its rights under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (v) making capital contributions to the Borrower and (vi) engaging in business and activities required to enable it to perform obligations permitted by clause (a) of this Section 6.13; (d) consolidate with or merge with or into, or convey, transfer, lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests of the Borrower; (f) create or acquire any Subsidiary or make or own any Investment (including owning any Equity Interests) in any Person other than Borrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.
Appears in 3 contracts
Samples: Credit and Guaranty Agreement (PLBY Group, Inc.), Credit and Guaranty Agreement (PLBY Group, Inc.), Credit and Guaranty Agreement (PLBY Group, Inc.)
Permitted Activities of Holdings. (a) Holdings shall not (ai) incur incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than (i) the Indebtedness under this Agreement and the other Credit Documents, (ii) Indebtedness and obligations under clauses (p)this Agreement, (q) or (r) of the other Credit Documents and the Related Agreements, Indebtedness permitted under Section 6.1, (iii) obligations liabilities imposed by law, including tax liabilities, and liabilities incidental to such ownership of Equity Interests of the Borrower, (iv) obligations and other liabilities incidental to its corporate existence (such as tax, accounting and employment matters) and its status as a public reporting company and incurred in the ordinary course of business (including providing indemnification to officers and directors and procuring insurance), (v) its obligations and liabilities under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (vi) obligations and liabilities in connection with any offering or issuance of its Equity Interests (including under any agreements described in clause (c)(iii) below), (vii) management and administration of its stock compensation and benefits plans, (viii) guaranties of obligations (other than Indebtedness) of any of its Subsidiaries to vendors, trade creditors or other third parties solely to the extent such obligations are permitted hereunder, (ix) obligations and liabilities under applicable laws, and (x) obligations and liabilities reasonably incidental to the foregoing clauses (i) through (ix)existence; (bii) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (ciii) engage in any business or activity or own any assets other than (iA) holding 100% of the Equity Interests of the Borrower and activities incidental thereto, (B) performing its obligations and activities incidental thereto under the Credit Documents, and to such ownership of Equity Interests of the Borrowerextent not inconsistent therewith, the Related Agreements, (iiC) holding the cash proceeds of any Restricted Junior Payments to the extent permitted by this Agreement, (D) filing tax reports and paying taxes in the ordinary course, (E) preparing reports to Governmental Authorities and to its shareholders, (F) holding directors and shareholders meetings, preparing corporate records and other corporate activities required to maintain its separate corporate structure or to comply with applicable law, and (G) making Restricted Junior Payments and Investments to the extent permitted by this Agreement, (iii) executing and becoming a party to any agreement in connection with a Permitted Acquisition or similar Investment permitted pursuant to Section 6.6, which agreement contemplates the issuance of Equity Interests of Holdings as consideration for any such Permitted Acquisition or similar Investment, ; (iv) complying with its obligations and enforcing its rights under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (v) making capital contributions to the Borrower and (vi) engaging in business and activities required to enable it to perform obligations permitted by clause (a) of this Section 6.13; (d) consolidate with or merge with or into, or convey, transfer, lease or license all or substantially all its assets to, any Person; (ev) sell or otherwise dispose of any Equity Interests of the Borrowerany of its direct Subsidiaries; (fvi) create or acquire any direct Subsidiary or make or own any Investment (including owning any Equity Interests) in any Person other than Borrower; or (gvii) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.
Appears in 3 contracts
Samples: Intercreditor Agreement (Bz Intermediate Holdings LLC), Credit and Guaranty Agreement (Bz Intermediate Holdings LLC), Credit and Guaranty Agreement (Boise Inc.)
Permitted Activities of Holdings. Holdings shall not (a) incur any Indebtedness or any other obligation or liability whatsoever other than (i) the Indebtedness under this Agreement and the other Credit Documents, (ii) Indebtedness and obligations under clauses (p), (q) or (r) of Section 6.1, (iii) obligations and liabilities incidental to such ownership of Equity Interests of the Borrower, (iv) obligations and liabilities incidental to its corporate existence (such as tax, accounting and employment matters) and its status as a public reporting company and incurred in the ordinary course of business (including providing indemnification to officers and directors and procuring insurance), (v) its obligations and liabilities under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (vi) obligations and liabilities in connection with any offering or issuance of its Equity Interests (including under any agreements described in clause (c)(iii) below), (vii) management and administration of its stock compensation and benefits plans, (viii) guaranties of obligations (other than Indebtedness) of any of its Subsidiaries to vendors, trade creditors or other third parties solely to the extent such obligations are permitted hereunder, (ix) obligations and liabilities under applicable laws, and (x) obligations and liabilities reasonably incidental to the foregoing clauses (i) through (ix); (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Equity Interests of the Borrower and performing its obligations and activities incidental to such ownership of Equity Interests of the Borrower, (ii) making Restricted Payments and Investments to the extent permitted by this Agreement, (iii) executing and becoming a party to any agreement in connection with a Permitted Acquisition or similar Investment permitted pursuant to Section 6.6, which agreement contemplates the issuance of Equity Interests of Holdings as consideration for any such Permitted Acquisition or similar Investment, (iv) assigning its rights and obligations under the Aircraft Purchase Agreement to the Aircraft SPV and complying with its obligations and enforcing its rights under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (v) making capital contributions to the Borrower and (vi) engaging in business and activities required to enable it to perform obligations permitted by clause (a) of this Section 6.13; (d) consolidate with or merge with or into, or convey, transfer, lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests of the Borrower; (f) create or acquire any Subsidiary or make or own any Investment (including owning any Equity Interests) in any Person other than Borrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.
Appears in 3 contracts
Samples: Credit and Guaranty Agreement (PLBY Group, Inc.), Credit and Guaranty Agreement (PLBY Group, Inc.), Credit and Guaranty Agreement (PLBY Group, Inc.)
Permitted Activities of Holdings. Holdings shall not (a) incur incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than (i) the Indebtedness and obligations under this Agreement and Agreement, the other Credit Documents, (ii) Indebtedness and obligations under clauses (p), (q) or (r) of Section 6.1, (iii) obligations and liabilities incidental to such ownership of Equity Interests of the Borrower, (iv) obligations and liabilities incidental to its corporate existence (such as tax, accounting and employment matters) and its status as a public reporting company and incurred in the ordinary course of business (including providing indemnification to officers and directors and procuring insurance), (v) its obligations and liabilities under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (vi) obligations and liabilities in connection with any offering or issuance of its Equity Interests (including under any agreements described in clause (c)(iii) below), (vii) management and administration of its stock compensation and benefits plans, (viii) guaranties of obligations (other than Indebtedness) of any of its Subsidiaries to vendors, trade creditors or other third parties solely to the extent such obligations are permitted hereunder, (ix) obligations and liabilities under applicable laws, and (x) obligations and liabilities reasonably incidental to the foregoing clauses (i) through (ix)ABL Credit Documents; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased (as lessee), or licensed (as licensee) by it other than Permitted Liens of the Liens created under the Collateral Documents to which it is a party or permitted pursuant to types described in Section 6.26.2(a) through 6.2(d) and 6.2(m); (c) engage in any business or activity or own any assets other than (i) directly holding 100% of the Equity Interests Capital Stock of the Borrower and Companies; (ii) performing its obligations and activities incidental thereto under the Credit Documents, and to the extent not inconsistent therewith, the ABL Credit Documents; (iii) issuing its own Capital Stock to the extent permitted hereby; (iv) filing tax reports and paying Taxes, and other customary obligations in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable laws; (vii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes related to such ownership of Equity Interests of the Borrower, maintenance); (iiviii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; and (ix) to the extent not otherwise inconsistent with Holdings obligations in this Section 6.14, (iii) executing and becoming a party to any agreement in connection with a Permitted Acquisition or similar Investment permitted pursuant to Section 6.6, which agreement contemplates the issuance of Equity Interests of Holdings as consideration for any such Permitted Acquisition or similar Investment, (iv) complying other ordinary course activities that are consistent with its obligations and enforcing its rights under the agreements set forth in Schedule 4.15 to which it is a party (activities as such agreements are in effect on of the Closing Date (or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings related thereto or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Datereasonable extensions thereof), (v) making capital contributions to the Borrower and (vi) engaging in business and activities required to enable it to perform obligations permitted by clause (a) of this Section 6.13; (d) consolidate with or merge with or into, or convey, transfer, lease or license Dispose of all or substantially all of its assets to, any Person; (e) sell or otherwise dispose Dispose of any Equity Interests Capital Stock of the Borrowerany of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment (including owning any Equity Interests) in any Person other than BorrowerCompanies; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Landec Corp \Ca\), Credit and Guaranty Agreement (Lifecore Biomedical, Inc. \De\)
Permitted Activities of Holdings. Holdings shall will not (a) incur incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than (i) the Indebtedness under this Agreement and the other Credit Documents, (ii) Indebtedness and obligations under clauses (p)this Agreement, (q) or (r) of Section 6.1, (iii) obligations and liabilities incidental to such ownership of Equity Interests of the Borrower, (iv) obligations and liabilities incidental to its corporate existence (such as tax, accounting and employment matters) and its status as a public reporting company and incurred in the ordinary course of business (including providing indemnification to officers and directors and procuring insurance), (v) its obligations and liabilities under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents other Credit Documents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (vi) obligations and liabilities in connection with any offering or issuance of its Equity Interests (including under any agreements described in clause (c)(iii) below), (vii) management and administration of its stock compensation and benefits plans, (viii) guaranties of obligations (other than Indebtedness) of any of its Subsidiaries to vendors, trade creditors or other third parties solely to the extent such obligations are permitted hereunder, (ix) obligations and liabilities under applicable laws, and (x) obligations and liabilities reasonably incidental to the foregoing clauses (i) through (ix)Existing Credit Agreement; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2the terms of the Existing Credit Agreement or the other loan documents related thereto; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Equity Interests of the Borrower and (ii) performing its obligations and activities incidental to such ownership of Equity Interests of thereto under the BorrowerCredit Documents, (ii) making Restricted Payments and Investments to the extent permitted by this not inconsistent therewith, the Existing Credit Agreement, (iii) executing and becoming a party to any agreement in connection with a Permitted Acquisition or similar Investment permitted pursuant to Section 6.6, which agreement contemplates the issuance of Equity Interests of Holdings as consideration for any such Permitted Acquisition or similar Investment, (iv) complying with its obligations and enforcing its rights under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (v) making capital contributions to the Borrower and (vi) engaging in business and activities required to enable it to perform obligations permitted by clause (a) of this Section 6.13; (d) consolidate with or merge with or into, or convey, transfer, lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests of the Borrowerany of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment (including owning any Equity Interests) in any Person other than Borrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons; provided that nothing in this Section 6.15 shall prevent Holdings from engaging in any activity that it otherwise would be permitted to engage in pursuant to Section 5.9 of the Existing Credit Agreement, as in effect on the date hereof. [***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Exopack Holding Corp), Credit and Guaranty Agreement (Exopack Holding Corp)
Permitted Activities of Holdings. (a) Holdings shall not (ai) incur incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than (i) the Obligations, the Term Loan Debt and Indebtedness under this Agreement and the owing to other Credit Documents, Parties; (ii) Indebtedness and obligations under clauses (p), (q) or (r) of Section 6.1, (iii) obligations and liabilities incidental to such ownership of Equity Interests of the Borrower, (iv) obligations and liabilities incidental to its corporate existence (such as tax, accounting and employment matters) and its status as a public reporting company and incurred in the ordinary course of business (including providing indemnification to officers and directors and procuring insurance), (v) its obligations and liabilities under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (vi) obligations and liabilities in connection with any offering or issuance of its Equity Interests (including under any agreements described in clause (c)(iii) below), (vii) management and administration of its stock compensation and benefits plans, (viii) guaranties of obligations (other than Indebtedness) of any of its Subsidiaries to vendors, trade creditors or other third parties solely to the extent such obligations are permitted hereunder, (ix) obligations and liabilities under applicable laws, and (x) obligations and liabilities reasonably incidental to the foregoing clauses (i) through (ix); (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed acquired by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (ciii) engage in any business or activity or own any assets other than (iA) holding one hundred percent (100% %) of the Equity Interests Stock of its Subsidiaries, the Borrower Investments it owns on the Closing Date and Permitted Acquisitions; (B) performing its obligations and activities incidental to such ownership of Equity Interests thereto under the Loan Documents and the Term Loan Documents; (C) maintaining the cash management system of the BorrowerCredit Parties, (iiD) making Restricted Junior Payments, Investments and Permitted Acquisitions to the extent permitted by this Agreement and (E) receiving Restricted Junior Payments and Investments to the extent permitted by this Agreement, (iii) executing and becoming a party to any agreement in connection with a Permitted Acquisition or similar Investment permitted pursuant to Section 6.6, which agreement contemplates the issuance of Equity Interests of Holdings as consideration for any such Permitted Acquisition or similar Investment, ; (iv) complying with its obligations and enforcing its rights under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (v) making capital contributions to the Borrower and (vi) engaging in business and activities required to enable it to perform obligations permitted by clause (a) of this Section 6.13; (d) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; (ev) sell or otherwise dispose of any Equity Interests Stock of any of its Subsidiaries, except to the Borrowerextent expressly permitted hereunder; (fvi) create or acquire any Subsidiary or make or own any Investment (including owning any Equity Interests) in any Person other than Borrowerthe Subsidiaries and Investments it owns on the Closing Date and Permitted Acquisitions; or (gvii) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.
Appears in 1 contract
Samples: Credit Agreement (Handleman Co /Mi/)
Permitted Activities of Holdings. (a) Holdings shall not (ai) incur incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than (i) the Indebtedness under this Agreement and the other Credit Documents, (ii) Indebtedness and obligations under clauses (p)this Agreement, (q) or (r) of the other Credit Documents and the Related Agreements, Indebtedness permitted under Section 6.1, (iii) obligations liabilities imposed by law, including tax liabilities, and liabilities incidental to such ownership of Equity Interests of the Borrower, (iv) obligations and other liabilities incidental to its corporate existence (such as tax, accounting and employment matters) and its status as a public reporting company and incurred in the ordinary course of business (including providing indemnification to officers and directors and procuring insurance), (v) its obligations and liabilities under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (vi) obligations and liabilities in connection with any offering or issuance of its Equity Interests (including under any agreements described in clause (c)(iii) below), (vii) management and administration of its stock compensation and benefits plans, (viii) guaranties of obligations (other than Indebtedness) of any of its Subsidiaries to vendors, trade creditors or other third parties solely to the extent such obligations are permitted hereunder, (ix) obligations and liabilities under applicable laws, and (x) obligations and liabilities reasonably incidental to the foregoing clauses (i) through (ix)existence; (bii) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (ciii) engage in any business or activity or own any assets other than (iA) holding 100% of the Equity Interests of the Borrower and activities incidental thereto, (B) performing its obligations and activities incidental thereto under the Credit Documents, and to such ownership of Equity Interests of the Borrowerextent not inconsistent therewith, the Related Agreements, (iiC) holding the cash proceeds of any Restricted 105 Junior Payments to the extent permitted by this Agreement, (D) filing tax reports and paying taxes in the ordinary course, (E) preparing reports to Governmental Authorities and to its shareholders, (F) holding directors and shareholders meetings, preparing corporate records and other corporate activities required to maintain its separate corporate structure or to comply with applicable law, and (G) making Restricted Junior Payments and Investments to the extent permitted by this Agreement, (iii) executing and becoming a party to any agreement in connection with a Permitted Acquisition or similar Investment permitted pursuant to Section 6.6, which agreement contemplates the issuance of Equity Interests of Holdings as consideration for any such Permitted Acquisition or similar Investment, ; (iv) complying with its obligations and enforcing its rights under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (v) making capital contributions to the Borrower and (vi) engaging in business and activities required to enable it to perform obligations permitted by clause (a) of this Section 6.13; (d) consolidate with or merge with or into, or convey, transfer, lease or license all or substantially all its assets to, any Person; (ev) sell or otherwise dispose of any Equity Interests of the Borrowerany of its direct Subsidiaries; (fvi) create or acquire any direct Subsidiary or make or own any Investment (including owning any Equity Interests) in any Person other than Borrower; or (gvii) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.
Appears in 1 contract
Permitted Activities of Holdings. Holdings shall not (a) incur incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and the obligations with respect to (i) the Indebtedness under this Agreement Guaranteed Leases and the other Credit Documents, (ii) Indebtedness and obligations under clauses (p)Non-Credit Party Lease Guaranties, (q) or (r) of Section 6.1, (iii) obligations and liabilities incidental to such ownership of Equity Interests of the Borrower, (iv) obligations and liabilities incidental to its corporate existence (such as tax, accounting and employment matters) and its status as a public reporting company and incurred in the ordinary course of business (including providing indemnification to officers and directors and procuring insurance), (v) its obligations and liabilities under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect Non-Credit Party Lease Guaranties exist on the Closing Date without amendment, expansion or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (vi) obligations and liabilities in connection with any offering or issuance of its Equity Interests (including under any agreements described in clause (c)(iii) below), (vii) management and administration of its stock compensation and benefits plans, (viii) guaranties of obligations (other than Indebtedness) of any of its Subsidiaries to vendors, trade creditors or other third parties solely to the extent such obligations are permitted hereunder, (ix) obligations and liabilities under applicable laws, and (x) obligations and liabilities reasonably incidental to the foregoing clauses (i) through (ix)extension; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed acquired by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Equity Interests Capital Stock of the Borrower and Company; (ii) performing its obligations and activities incidental thereto under the Credit Documents, and obligations with respect to (A) Guaranteed Leases and (B) Non-Credit Party Lease Guaranties, as such ownership of Equity Interests of Non-Credit Party Lease Guaranties exist on the BorrowerClosing Date without amendment, expansion or extension; and (iiiii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement, (iii) executing and becoming a party to any agreement in connection with a Permitted Acquisition or similar Investment permitted pursuant to Section 6.6, which agreement contemplates the issuance of Equity Interests of Holdings as consideration for any such Permitted Acquisition or similar Investment, (iv) complying with its obligations and enforcing its rights under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (v) making capital contributions to the Borrower and (vi) engaging in business and activities required to enable it to perform obligations permitted by clause (a) of this Section 6.13; (d) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests Capital Stock of the Borrowerany of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment (including owning any Equity Interests) in any Person other than BorrowerCompany; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons, (h) holding certain liquor licenses outstanding on the Closing Date for the benefit of the Credit Parties and performing its obligations thereunder, or (i) other than with respect to (A) Guaranteed Leases and (B) Non-Credit Party Lease Guaranties, as such Non-Credit Party Lease Guaranties exist on the Closing Date without amendment, expansion or extension, directly or indirectly, create, incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to any obligations of any Person other than the Company and its Subsidiaries to the extent otherwise permitted by this Agreement and the other Credit Documents.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Del Frisco's Restaurant Group, LLC)
Permitted Activities of Holdings. Holdings shall not (a) incur incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than (i) the Indebtedness under this Agreement Obligations and the other Credit Documents, (ii) Indebtedness and obligations under clauses (p)the Acquisition Agreement and, (q) or (r) of Section 6.1to the extent permitted under this Agreement, (iii) obligations and liabilities incidental Indebtedness permitted to such ownership of Equity Interests of the Borrower, (iv) obligations and liabilities incidental to its corporate existence (such as tax, accounting and employment matters) and its status as a public reporting company and be incurred in the ordinary course of business (including providing indemnification to officers and directors and procuring insurance), (v) its obligations and liabilities by Holdings under the agreements set forth in Schedule 4.15 to which it is a party (Parent Organizational Agreement as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date)(including, (vi) obligations and liabilities in connection with any offering or issuance of its Equity Interests (including under any agreements described in clause (c)(iii) below)without limitation, (vii) management and administration of its stock compensation and benefits plans, (viii) guaranties of obligations (other than Indebtedness) of any of its Subsidiaries to vendors, trade creditors or other third parties solely to the extent such obligations are permitted hereunder, (ix) obligations and liabilities under applicable laws, and (x) obligations and liabilities reasonably incidental to the foregoing clauses (i) through (ixTAO Put/Call Notes); (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed acquired by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.26.02; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Equity Interests Capital Stock of the Borrower and Company; (ii) performing its obligations and activities incidental thereto under applicable laws and regulations, the Credit Documents, and to such ownership of Equity Interests of the Borrowerextent not inconsistent therewith, the Acquisition Agreement and Parent Organizational Agreement; and (iiiii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement, (iii) executing and becoming a party to any agreement in connection with a Permitted Acquisition or similar Investment permitted pursuant to Section 6.6, which agreement contemplates the issuance of Equity Interests of Holdings as consideration for any such Permitted Acquisition or similar Investment, (iv) complying with its obligations and enforcing its rights under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (v) making capital contributions to the Borrower and (vi) engaging in business and activities required to enable it to perform obligations permitted by clause (a) of this Section 6.13; (d) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests Capital Stock of the BorrowerCompany; (f) create or acquire any Subsidiary or make or own any Investment (including owning any Equity Interests) in any Person other than BorrowerCompany or any other Subsidiary of the Company; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Madison Square Garden Co)
Permitted Activities of Holdings. Holdings shall not (a) incur incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than (i) the Indebtedness under this Agreement and the other Credit Documents, (ii) Indebtedness and obligations under clauses (p)this Agreement, (q) or (r) of Section 6.1, (iii) obligations and liabilities incidental to such ownership of Equity Interests of the Borrower, (iv) obligations and liabilities incidental to its corporate existence (such as tax, accounting and employment matters) and its status as a public reporting company and incurred in the ordinary course of business (including providing indemnification to officers and directors and procuring insurance), (v) its obligations and liabilities under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents other Credit Documents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (vi) obligations and liabilities in connection with any offering or issuance of its Equity Interests (including under any agreements described in clause (c)(iii) below), (vii) management and administration of its stock compensation and benefits plans, (viii) guaranties of obligations (other than Indebtedness) of any of its Subsidiaries to vendors, trade creditors or other third parties solely to the extent such obligations are permitted hereunder, (ix) obligations and liabilities under applicable laws, and (x) obligations and liabilities reasonably incidental to the foregoing clauses (i) through (ix)Related Agreements; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding holding, directly or indirectly, 100% of the Equity Interests Capital Stock of the each Borrower and Audatex Holdings, Inc., (ii) performing its obligations and activities incidental to such ownership of Equity Interests of thereto under the BorrowerCredit Documents, (iiincluding granting Liens and Restricted Junior Payments) and to the extent not inconsistent therewith, the Related Agreements; (iii) issuing its own equity interests subject to the terms hereof; (iv) filing tax reports and paying taxes in the ordinary course; (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding directors and shareholders meetings, preparing corporate records and other corporate activities required to maintain its separate corporate structure or to comply with applicable Requirements of Law, (vii) effecting a Qualifying IPO and (viii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement, (iii) executing and becoming a party to any agreement in connection with a Permitted Acquisition or similar Investment permitted pursuant to Section 6.6, which agreement contemplates the issuance of Equity Interests of Holdings as consideration for any such Permitted Acquisition or similar Investment, (iv) complying with its obligations and enforcing its rights under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (v) making capital contributions to the Borrower and (vi) engaging in business and activities required to enable it to perform obligations permitted by clause (a) of this Section 6.13; (d) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests Capital Stock of the Borrowerany of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment (including owning any Equity Interests) in any Person other than BorrowerBorrowers; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Solera Holdings LLC)
Permitted Activities of Holdings. Notwithstanding anything to the contrary contained herein, Holdings shall not (a) incur incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than (i) the Indebtedness under this Agreement and the other Credit Documents, (ii) Indebtedness and obligations permitted to be incurred by Holdings under clauses Section 6.1 (p)including, (q) or (r) of Section 6.1without limitation, (iii) Indebtedness and obligations owing to Company, Permitted Seller Notes and liabilities incidental to such ownership of Equity Interests of the Borrower, (iv) Earn-Out Obligations and Indebtedness and obligations and liabilities incidental to its corporate existence (such as tax, accounting and employment matters) and its status as a public reporting company and incurred in the ordinary course of business (including providing indemnification to officers and directors and procuring insurance), (v) its obligations and liabilities under the agreements set forth in on Schedule 4.15 to 6.1 for which it Holdings is a party (obligor as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (viobligations to pay Transaction Costs, obligations for Taxes and administrative costs and expenses as contemplated on Sections 6.5(1) obligations and liabilities in connection with any offering or issuance of its Equity Interests (including under any agreements described in clause (c)(iii) below), (vii) management and administration of its stock compensation and benefits plans, (viii) guaranties of obligations (other than Indebtedness) of any of its Subsidiaries to vendors, trade creditors or other third parties solely to the extent such obligations are permitted hereunder, (ix) obligations and liabilities under applicable laws, and (x) obligations and liabilities reasonably incidental to the foregoing clauses (i) through (ix6.5(m); (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed acquired by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Equity Interests Capital Stock of the Borrower and Company, (ii) performing its obligations and activities incidental to such ownership of Equity Interests of thereto under the BorrowerCredit Documents, (iiiii) performing its obligations under Permitted Seller Notes and Earn-Out Obligations and for Taxes and administrative costs and expenses as contemplated by Sections 6.5(1) and 6.5(m); and (iv) making Restricted Junior Payments and Investments to the extent permitted by this Agreement, (iii) executing and becoming a party to any agreement in connection with a Permitted Acquisition or similar Investment permitted pursuant to Section 6.6, which agreement contemplates the issuance of Equity Interests of Holdings as consideration for any such Permitted Acquisition or similar Investment, (iv) complying with its obligations and enforcing its rights under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (v) making capital contributions to the Borrower and (vi) engaging in business and activities required to enable it to perform obligations permitted by clause (a) of this Section 6.13; (d) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests Capital Stock of any of its Subsidiaries except to the Borrowerextent permitted by Section 6.9; (f) create or acquire any Subsidiary or make or own any Investment (including owning any Equity Interests) in any Person other than BorrowerCompany and other than as permitted under Section 6.7(g); or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.
Appears in 1 contract
Permitted Activities of Holdings. Notwithstanding anything to the contrary contained herein, Holdings shall not (a) incur incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than (i) the Indebtedness under this Agreement and the other Credit Documents, (ii) Indebtedness and obligations permitted to be incurred by Holdings under clauses Section 6.1 (p)including, (q) or (r) of Section 6.1without limitation, (iii) Indebtedness and obligations owing to Company, Permitted Seller Notes and liabilities incidental to such ownership of Equity Interests of the Borrower, (iv) Earn-Out Obligations and Indebtedness and obligations and liabilities incidental to its corporate existence (such as tax, accounting and employment matters) and its status as a public reporting company and incurred in the ordinary course of business (including providing indemnification to officers and directors and procuring insurance), (v) its obligations and liabilities under the agreements set forth in on Schedule 4.15 to 6.1 for which it Holdings is a party (obligor as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (viobligations to pay Transaction Costs, obligations for Taxes and administrative costs and expenses as contemplated on Sections 6.5(l) obligations and liabilities in connection with any offering or issuance of its Equity Interests (including under any agreements described in clause (c)(iii) below), (vii) management and administration of its stock compensation and benefits plans, (viii) guaranties of obligations (other than Indebtedness) of any of its Subsidiaries to vendors, trade creditors or other third parties solely to the extent such obligations are permitted hereunder, (ix) obligations and liabilities under applicable laws, and (x) obligations and liabilities reasonably incidental to the foregoing clauses (i) through (ix6.5(m); (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed acquired by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Equity Interests Capital Stock of the Borrower and Company, (ii) performing its obligations and activities incidental to such ownership of Equity Interests of thereto under the BorrowerCredit Documents, (iiiii) performing its obligations under Permitted Seller Notes and Earn-Out Obligations and for Taxes and administrative costs and expenses as contemplated by Sections 6.5(l) and 6.5(m); and (iv) making Restricted Junior Payments and Investments to the extent permitted by this Agreement, (iii) executing and becoming a party to any agreement in connection with a Permitted Acquisition or similar Investment permitted pursuant to Section 6.6, which agreement contemplates the issuance of Equity Interests of Holdings as consideration for any such Permitted Acquisition or similar Investment, (iv) complying with its obligations and enforcing its rights under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (v) making capital contributions to the Borrower and (vi) engaging in business and activities required to enable it to perform obligations permitted by clause (a) of this Section 6.13; (d) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests Capital Stock of any of its Subsidiaries except to the Borrowerextent permitted by Section 6.9; (f) create or acquire any Subsidiary or make or own any Investment (including owning any Equity Interests) in any Person other than BorrowerCompany and other than as permitted under Section 6.7(g); or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.
Appears in 1 contract
Permitted Activities of Holdings. Holdings shall not (a) incur incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever whatsoever, other than (i) guarantees and obligations under the Indebtedness under this Credit Documents and the ABL Credit Agreement and the other Credit Documents, (ii) Indebtedness and guaranty of the performance by Vertex Refining LA of its obligations under clauses (p), (q) or (r) of Section 6.1, (iii) obligations and liabilities incidental to such ownership of Equity Interests of the Borrower, (iv) obligations and liabilities incidental to its corporate existence (such as tax, accounting and employment matters) and its status as a public reporting company and incurred in the ordinary course of business (including providing indemnification to officers and directors and procuring insurance), (v) its obligations and liabilities under the agreements set forth in Schedule 4.15 to which it is a party Assumed Contracts (as such agreements are in effect on defined under the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (vi) obligations and liabilities in connection with any offering or issuance of its Equity Interests (including under any agreements described in clause (c)(iii) below), (vii) management and administration of its stock compensation and benefits plans, (viii) guaranties of obligations (other than Indebtedness) of any of its Subsidiaries to vendors, trade creditors or other third parties solely to the extent such obligations are permitted hereunder, (ix) obligations and liabilities under applicable laws, and (x) obligations and liabilities reasonably incidental to the foregoing clauses (i) through (ixPurchase Agreement); (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed acquired by it other than the Liens created under the Collateral Documents to which it is a party or Liens permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Equity Interests Capital Stock of the Borrower and Company; (ii) performing its obligations and activities incidental thereto under the Credit Documents, and to such ownership of Equity Interests of the Borrowerextent not inconsistent therewith, the Related Agreements; (iiiii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement, (iii) executing ; and becoming a party to any agreement in connection with a Permitted Acquisition or similar Investment permitted pursuant to Section 6.6, which agreement contemplates the issuance of Equity Interests of Holdings as consideration for any such Permitted Acquisition or similar Investment, (iv) complying with its obligations and enforcing its rights under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared prior to the applicable agreement as in effect dates set forth on Schedule 5.15, holding the Closing Date), (v) making capital contributions to the Borrower assets and (vi) engaging in business and activities required to enable it to perform obligations permitted by clause (a) of this Section 6.13contracts described on Schedule 5.15; (d) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests Capital Stock of the Borrowerany of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment (including owning any Equity Interests) in any Person other than BorrowerCompany; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons; provided, that Holdings shall be permitted to be parties to the contracts and maintain bank accounts and employee benefit and compensation plans that it is party to and maintains on the Closing Date until such time as those items are required to be have been transferred to the Borrower pursuant to Section 5.15.
Appears in 1 contract
Permitted Activities of Holdings. Notwithstanding anything to the contrary contained herein, Holdings shall not (a) incur incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than (i) the Indebtedness under this Agreement and the other Credit Documents, (ii) Indebtedness and obligations permitted to be incurred by Holdings under clauses Section 6.1 (p)including, (q) or (r) of Section 6.1without limitation, (iii) Indebtedness and obligations owing to Company, Permitted Seller Notes and liabilities incidental to such ownership of Equity Interests of the Borrower, (iv) Earn-Out Obligations and Indebtedness and obligations and liabilities incidental to its corporate existence (such as tax, accounting and employment matters) and its status as a public reporting company and incurred in the ordinary course of business (including providing indemnification to officers and directors and procuring insurance), (v) its obligations and liabilities under the agreements set forth in on Schedule 4.15 to 6.1 for which it Holdings is a party (obligor as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (viobligations to pay Transaction Costs and obligations for Taxes and administrative costs and expenses as contemplated on Sections 6.5(l) obligations and liabilities in connection with any offering or issuance of its Equity Interests (including under any agreements described in clause (c)(iii) below), (vii) management and administration of its stock compensation and benefits plans, (viii) guaranties of obligations (other than Indebtedness) of any of its Subsidiaries to vendors, trade creditors or other third parties solely to the extent such obligations are permitted hereunder, (ix) obligations and liabilities under applicable laws, and (x) obligations and liabilities reasonably incidental to the foregoing clauses (i) through (ix6.5(m); (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed acquired by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Equity Interests Capital Stock of Company, (ii) performing its obligations under Permitted Seller Notes and Earn-Out Obligations and for Taxes and administrative costs and expenses as contemplated by Sections 6.5(l) and 6.5(m); (iii) making Restricted Junior Payments and Investments to the Borrower extent not prohibited by this Agreement; (iv) entering into confidentiality and non-disclosure agreements entered into in the ordinary course of business and (v) performing its obligations and activities incidental to such ownership of Equity Interests of the Borrower, (ii) making Restricted Payments and Investments foregoing to the extent permitted by this Agreement, (iii) executing and becoming a party to any agreement in connection with a Permitted Acquisition or similar Investment permitted pursuant to Section 6.6, which agreement contemplates the issuance of Equity Interests of Holdings as consideration for any such Permitted Acquisition or similar Investment, (iv) complying with its obligations and enforcing its rights not prohibited under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (v) making capital contributions to the Borrower and (vi) engaging in business and activities required to enable it to perform obligations permitted by clause (a) of this Section 6.13Credit Documents; (d) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests Capital Stock of any of its Subsidiaries except to the Borrowerextent permitted by Section 6.9; (f) create or acquire any Subsidiary or make or own any Investment (including owning any Equity Interests) in any Person other than BorrowerCompany and other than as permitted under Section 6.7(g); or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.
Appears in 1 contract
Permitted Activities of Holdings. Holdings shall not (a) incur incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than (i) the Indebtedness under this Agreement and the other Credit Documents, (ii) Indebtedness and obligations under clauses (p)this Agreement, (q) or (r) of Section 6.1the other Loan Documents, (iii) the Holdco Notes, the Senior Secured Notes and other obligations and liabilities incidental to such ownership of Equity Interests of the Borrower, (iv) obligations and liabilities incidental to its corporate existence (such as tax, accounting and employment matters) and its status as a public reporting company and incurred in the ordinary course of business (including providing indemnification to officers and directors and procuring insurance), (v) its obligations and liabilities under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (vi) obligations and liabilities in connection with any offering or issuance of its Equity Interests (including under any agreements described in clause (c)(iii) below), (vii) management and administration of its stock compensation and benefits plans, (viii) guaranties of obligations (other than Indebtedness) of any of its Subsidiaries to vendors, trade creditors or other third parties solely to the extent such obligations are permitted hereunder, (ix) obligations and liabilities under applicable laws, and (x) obligations and liabilities reasonably incidental to the foregoing clauses (i) through (ix)foregoing; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed by it other than the Liens created under the Collateral Security Documents to which it is a party or permitted pursuant to Section 6.2party, the Liens that secure the Senior Secured Notes and non-consensual Liens imposed by operation of law and not for borrowed money; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Equity Interests of the Borrower and Borrower, (ii) performing its obligations and activities incidental to such ownership of Equity Interests of thereto under the BorrowerLoan Documents, (ii) making Restricted Payments and Investments to the extent permitted by this Agreementnot inconsistent therewith, the Holdco Notes and the Senior Secured Notes, (iii) executing and becoming a party to any agreement the maintenance of its corporate existence in connection compliance with a Permitted Acquisition or similar Investment permitted pursuant to Section 6.6, which agreement contemplates the issuance of Equity Interests of Holdings as consideration for any such Permitted Acquisition or similar Investmentapplicable law, (iv) complying legal, tax and accounting matters in connection with its obligations and enforcing its rights under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries the foregoing or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date)following activities, (v) making capital contributions to the Borrower entering into, and performing its obligations under the Management Agreement, (vi) engaging the issuance, sale or repurchase of its Capital Stock not prohibited by the Loan Documents, (vii) dividends or distributions on its Equity Interests; (viii) the performance of obligations under and compliance with its certificate of incorporation and by-laws, or any applicable law, ordinance, regulation, rule, order, judgment, decree or permit, including as a result of or in business connection with the activities of its Subsidiaries, (ix) the incurrence and activities required to enable payment of any taxes for which it to perform obligations permitted by clause (a) of this Section 6.13may be liable; (d) consolidate with or merge with or into, or convey, transfer, lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests of the Borrowerany of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment (including owning any Equity Interests) in any Person other than Borrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.
Appears in 1 contract
Permitted Activities of Holdings. Holdings shall not (a) incur incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than (i) the Indebtedness and obligations under this Agreement and Agreement, the other Credit Documents, (ii) Indebtedness and obligations under clauses (p), (q) or (r) of Section 6.1, (iii) obligations and liabilities incidental to such ownership of Equity Interests of the Borrower, (iv) obligations and liabilities incidental to its corporate existence (such as tax, accounting and employment matters) and its status as a public reporting company and incurred in the ordinary course of business (including providing indemnification to officers and directors and procuring insurance), (v) its obligations and liabilities under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (vi) obligations and liabilities in connection with any offering or issuance of its Equity Interests (including under any agreements described in clause (c)(iii) below), (vii) management and administration of its stock compensation and benefits plans, (viii) guaranties of obligations (other than Indebtedness) of any of its Subsidiaries to vendors, trade creditors or other third parties solely to the extent such obligations are permitted hereunder, (ix) obligations and liabilities under applicable laws, and (x) obligations and liabilities reasonably incidental to the foregoing clauses (i) through (ix)ABL Credit Documents; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased (as lessee), or licensed (as licensee) by it other than Permitted Liens of the Liens created under the Collateral Documents to which it is a party or permitted pursuant to types described in Section 6.26.2(a) through 6.2(d) and 6.2(m); (c) engage in any business or activity or own any assets other than (i) directly holding 100% of the Equity Interests Capital Stock of the Borrower and Companies; (ii) performing its obligations and activities incidental thereto under the Credit Documents, and to the extent not inconsistent therewith, the ABL Credit Documents; (iii) issuing its own Capital Stock to the extent permitted hereby; (iv) filing tax reports and paying Taxes, and other customary obligations in the ordinary course (and contesting any Taxes); (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable laws; (vii) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes related to such ownership of Equity Interests of the Borrower, maintenance); (iiviii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; and (ix) to the extent not otherwise inconsistent with Holdings obligations in this Section 6.14, (iii) executing and becoming a party to any agreement in connection with a Permitted Acquisition or similar Investment permitted pursuant to Section 6.6, which agreement contemplates the issuance of Equity Interests of Holdings as consideration for any such Permitted Acquisition or similar Investment, (iv) complying other ordinary course activities that are consistent with its obligations and enforcing its rights under the agreements set forth in Schedule 4.15 to which it is a party (activities as such agreements are in effect on of the Closing Date (or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings related thereto or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Datereasonable extensions thereof), (v) making capital contributions to the Borrower and (vi) engaging in business and activities required to enable it to perform obligations permitted by clause (a) of this Section 6.13; (d) consolidate with or merge with or into, or convey, transfer, lease or license Dispose of all or substantially all of its assets to, any Person; (e) sell or otherwise dispose Dispose of any Equity Interests Capital Stock of the Borrowerany of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment (including owning any Equity Interests) in any Person other than BorrowerCompanies; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons. 6.15. [Intentionally Reserved]. 6.16.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Lifecore Biomedical, Inc. \De\)
Permitted Activities of Holdings. Holdings shall not (a) incur incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than (i) the Indebtedness under this Agreement and the other Credit Documents, (ii) Indebtedness and obligations under clauses (p)or otherwise permitted to be incurred by this Agreement, (q) or (r) of Section 6.1, (iii) obligations and liabilities incidental to such ownership of Equity Interests of the Borrower, (iv) obligations and liabilities incidental to its corporate existence (such as tax, accounting and employment matters) and its status as a public reporting company and incurred in the ordinary course of business (including providing indemnification to officers and directors and procuring insurance), (v) its obligations and liabilities under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents other Credit Documents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (vi) obligations and liabilities in connection with any offering or issuance of its Equity Interests (including under any agreements described in clause (c)(iii) below), (vii) management and administration of its stock compensation and benefits plans, (viii) guaranties of obligations (other than Indebtedness) of any of its Subsidiaries to vendors, trade creditors or other third parties solely to the extent such obligations are permitted hereunder, (ix) obligations and liabilities under applicable laws, and (x) obligations and liabilities reasonably incidental to the foregoing clauses (i) through (ix)Related Agreements; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding holding, directly or indirectly, 100% of the Equity Interests Capital Stock of the each Borrower and Audatex Holdings, Inc., (ii) performing its obligations and activities incidental to such ownership of Equity Interests of thereto under the BorrowerCredit Documents, (iiincluding granting Liens and Restricted Junior Payments) and to the extent not inconsistent therewith, the Related Agreements; (iii) issuing its own equity interests subject to the terms hereof; (iv) filing tax reports and paying taxes in the ordinary course; (v) preparing reports to Governmental Authorities and to its shareholders; (vi) holding directors and shareholders meetings, preparing corporate records and other corporate activities required to maintain its separate corporate structure or to comply with applicable Requirements of Law, (vii) effecting a Qualifying IPO and (viii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement, (iii) executing and becoming a party to any agreement in connection with a Permitted Acquisition or similar Investment permitted pursuant to Section 6.6, which agreement contemplates the issuance of Equity Interests of Holdings as consideration for any such Permitted Acquisition or similar Investment, (iv) complying with its obligations and enforcing its rights under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (v) making capital contributions to the Borrower and (vi) engaging in business and activities required to enable it to perform obligations permitted by clause (a) of this Section 6.13; (d) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests Capital Stock of the Borrowerany of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment (including owning any Equity Interests) in any Person other than BorrowerBorrowers; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Solera Holdings, Inc)
Permitted Activities of Holdings. Notwithstanding anything to the contrary contained herein, Holdings shall not not, directly or indirectly, (a) engage in any business or other activities, or enter into, execute or perform any business or transaction, (b) own or hold any material assets or property, (c) incur any Indebtedness Indebtedness, Guarantee Obligations, other Contractual Obligations or other liabilities or obligations of any other obligation or liability whatsoever other than (i) the Indebtedness under this Agreement and the other Credit Documentskind, (ii) Indebtedness and obligations under clauses (p), (q) or (r) of Section 6.1, (iii) obligations and liabilities incidental to such ownership of Equity Interests of the Borrower, (iv) obligations and liabilities incidental to its corporate existence (such as tax, accounting and employment matters) and its status as a public reporting company and incurred in the ordinary course of business (including providing indemnification to officers and directors and procuring insurance), (v) its obligations and liabilities under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (vi) obligations and liabilities in connection with any offering or issuance of its Equity Interests (including under any agreements described in clause (c)(iii) below), (vii) management and administration of its stock compensation and benefits plans, (viii) guaranties of obligations (other than Indebtedness) of any of its Subsidiaries to vendors, trade creditors or other third parties solely to the extent such obligations are permitted hereunder, (ix) obligations and liabilities under applicable laws, and (x) obligations and liabilities reasonably incidental to the foregoing clauses (i) through (ix); (bd) create or suffer to exist any Lien upon Liens on any of its assets or property or assets now owned or hereafter acquired, leased or licensed by it (other than the Liens created under the Collateral Credit Documents and non-consensual Liens arising by operation of law (and not relating to which it is a party or Indebtedness) to the extent permitted pursuant to Section 6.2; (c9.02) engage in any business or activity or own any assets other than (i) holding 100% of the Equity Interests of the Borrower and performing its obligations and activities incidental to such ownership of Equity Interests of the Borrower, (ii) making Restricted Payments and Investments to the extent permitted by this Agreement, (iii) executing and becoming a party to any agreement in connection with a Permitted Acquisition or similar Investment permitted pursuant to Section 6.6, which agreement contemplates the issuance of Equity Interests of Holdings as consideration for any such Permitted Acquisition or similar Investment, (iv) complying with its obligations and enforcing its rights under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (v) making capital contributions to the Borrower and (vi) engaging in business and activities required to enable it to perform obligations permitted by clause (a) of this Section 6.13; (de) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests of the Borrower; , (f) create or acquire any Subsidiary or make or own any Investment (including owning any Equity Interests) in any Person other than Borrower; Person, or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons, in each case, other than (i) the Obligations (ii) the Liens created pursuant to the Credit Documents, (iii) its ownership of the Capital Stock of, and Investments in, EBS Enterprises, (iv) performing its obligations under the Management Agreement (to the extent permitted by this Agreement) and the Transaction Documents and Fourth Amendment Transaction Documents to which it is a party, (v) receiving Restricted Payments permitted by Section 9.06 and using such amounts for the purposes specified therein, (vi) the maintenance of its existence and legal, financial and accounting matters in connection with any activity otherwise not prohibited hereunder, (vii) the issuance and sale of its Capital Stock (other than any Disqualified Capital Stock), (viii) establishing and maintaining bank accounts in the ordinary course of business and in compliance with the Credit Documents (provided such accounts comply with Section 8.12), (ix) the providing of customary indemnification to officers, consultants, managers and directors of Holdings, in each case, in the ordinary course of business and (x) activities incidental to the businesses or activities described in preceding clauses (i) to (ix) of this Section 9.15 (including, participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries and entering into employment agreements, stock option and stock ownership plans and other customary arrangements with officers, consultants, investment bankers, advisors, employees and directors in the ordinary course of business in connection with performing the activities contemplated by clauses (i) to (ix) above).
Appears in 1 contract
Permitted Activities of Holdings. Holdings shall not (a) incur incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than (i) the Indebtedness under this Agreement and the other Credit Documents, (ii) Indebtedness and obligations under clauses (p), (q) or (r) of Section 6.1, (iii) obligations and liabilities incidental to such ownership of Equity Interests of the Borrower, (iv) obligations and liabilities incidental to its corporate existence (such as tax, accounting and employment matters) and its status as a public reporting company and incurred in the ordinary course of business (including providing indemnification to officers and directors and procuring insurance), (v) its obligations and liabilities under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (vi) obligations and liabilities in connection with the Credit Documents, the Management Services Agreement, the Senior Subordinated Note Indenture and the First Lien Credit Documents (and any offering or issuance of its Equity Interests (including under any agreements described in clause (c)(iii) below), (vii) management and administration of its stock compensation and benefits plans, (viii) guaranties of obligations (other than Indebtedness) of any of its Subsidiaries to vendors, trade creditors or other third parties solely to the extent such obligations are permitted hereunder, (ix) obligations and liabilities under applicable laws, and (x) obligations and liabilities reasonably incidental to the foregoing clauses (i) through (ixrelated Credit Documents as defined therein); (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed acquired by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any material operating assets other than (i) holding 100% of the Equity Interests Capital Stock of the Borrower and Company and, indirectly, Company's Subsidiaries, (ii) performing its obligations and activities incidental to such ownership of Equity Interests of thereto under the BorrowerCredit Documents, the Management Services Agreement, the Senior Subordinated Note Indenture and the First Lien Credit Documents (iiand any related Credit Documents as defined therein); and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement, (iii) executing and becoming a party to any agreement in connection with a Permitted Acquisition or similar Investment permitted pursuant to Section 6.6, which agreement contemplates the issuance of Equity Interests of Holdings as consideration for any such Permitted Acquisition or similar Investment, (iv) complying with its obligations and enforcing its rights under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (v) making capital contributions to the Borrower and (vi) engaging in business and activities required to enable it to perform obligations permitted by clause (a) of this Section 6.13; (d) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests Capital Stock of the Borrowerany of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment (including owning any Equity Interests) in any Person other than BorrowerCompany; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.
Appears in 1 contract
Permitted Activities of Holdings. Holdings shall not (a) incur incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than (i) the Indebtedness and obligations under this Agreement and the other Credit Documents, (ii) Indebtedness and obligations under clauses (p), (q) or (r) of Section 6.1, (iii) obligations and liabilities incidental to such ownership of Equity Interests of the Borrower, (iv) obligations and liabilities incidental to its corporate existence (such as tax, accounting and employment matters) and its status as a public reporting company and incurred in the ordinary course of business (including providing indemnification to officers and directors and procuring insurance), (v) its obligations and liabilities under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (vi) obligations and liabilities in connection with any offering or issuance of its Equity Interests (including under any agreements described in clause (c)(iii) below), (vii) management and administration of its stock compensation and benefits plans, (viii) guaranties of obligations Loan Documents (other than Indebtedness) such Indebtedness represented by Holdings’ guarantee of obligations under the ABL Credit Agreement, the Excluded Sale-Leasebacks, any documents relating to any Permitted Refinancing of the foregoing and operating leases of its Subsidiaries to vendorsSubsidiaries), trade creditors or other third parties solely to the extent such obligations are permitted hereunder, (ix) obligations and liabilities under applicable laws, and (x) obligations and liabilities reasonably incidental to the foregoing clauses (i) through (ix); (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed acquired by it other than the Liens created under the Collateral Documents to which it is a party and Liens permitted by Section 7.01, or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets (other than (i) holding 100% those incidental to its ownership of the Equity Interests of the Borrower and performing any Captive Insurance Subsidiary, (ii) holding the Subordinated Contribution Note, (iii) maintenance of its obligations legal existence (including the ability to incur fees, costs and activities incidental expenses relating to such ownership maintenance), (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests Interests, (v) making of contributions to the capital of the Borrower and guaranteeing the obligations of the Borrower, (iivi) making Restricted Payments participating in tax, accounting and Investments other administrative matters as a member of the consolidated group of Holdings and the Borrower, (vii) holding any cash incidental to any activities permitted under this Section 7.13, (viii) providing indemnification to officers, managers and directors and (ix) any activities incidental to the extent permitted by this Agreement, (iii) executing and becoming a party to foregoing). Holdings shall not incur any agreement in connection with a Permitted Acquisition or similar Investment permitted pursuant to Section 6.6, which agreement contemplates the issuance of Equity Interests of Holdings as consideration for any such Permitted Acquisition or similar Investment, (iv) complying with its obligations and enforcing its rights under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect Liens on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (v) making capital contributions to the Borrower and (vi) engaging in business and activities required to enable it to perform obligations permitted by clause (a) of this Section 6.13; (d) consolidate with or merge with or into, or convey, transfer, lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests of the Borrower; (f) create or acquire any Subsidiary or make or own any Investment (including owning any Equity Interests) in any Person Borrower other than Borrower; or those permitted by Section 7.01(a), (gee), (gg) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons(hh).
Appears in 1 contract
Samples: Assignment and Assumption (Performance Food Group Co)
Permitted Activities of Holdings. Holdings shall not (a) incur incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than (i) the Indebtedness under this Agreement and the other Credit Documents, (ii) Indebtedness and obligations under clauses (p), (q) or (r) of Section 6.1, (iii) obligations the Related Agreements and liabilities incidental to such ownership of Equity Interests of the Borrower, (iv) Credit Documents and obligations and liabilities incidental to its corporate existence activities; (such as tax, accounting and employment mattersb) and its status as a public reporting company and incurred in the ordinary course of business (including providing indemnification to officers and directors and procuring insurance), (v) its obligations and liabilities under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or issue any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (vi) obligations and liabilities in connection with any offering or issuance of its Equity Interests (including under any agreements described in clause (c)(iii) below), (vii) management and administration of its stock compensation and benefits plans, (viii) guaranties of obligations (preferred Capital Stock other than Indebtedness) of any of its Subsidiaries to vendors, trade creditors or other third parties solely to the extent such obligations are permitted hereunder, (ix) obligations and liabilities under applicable laws, and (x) obligations and liabilities reasonably incidental to the foregoing clauses preferred Capital Stock that (i) through does not provide for any cash dividend payments or other cash distributions in respect thereof on or prior to the maturity of the Senior Subordinated Notes and (ix)ii) by its terms or upon the happening of any event, does not (A) mature or become redeemable (whether mandatory or optional) pursuant to a sinking fund or otherwise prior to the maturity of the Senior Subordinated Notes or (B) become convertible or exchangeable at the option of the holder thereof for Indebtedness, or preferred Capital Stock that is not substantially similar to the preferred Capital Stock being issued; (bc) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed acquired by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2party; (cd) engage in any business or activity or own any assets other than (i) holding 100% of the Equity Interests Capital Stock of the Borrower and Company, (ii) performing its obligations and activities incidental thereto under the Credit Documents, and to such ownership of Equity Interests of the Borrowerextent not inconsistent therewith, the Related Agreements and (iiiii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement, (iii) executing and becoming a party to any agreement in connection with a Permitted Acquisition or similar Investment permitted pursuant to Section 6.6, which agreement contemplates the issuance of Equity Interests of Holdings as consideration for any such Permitted Acquisition or similar Investment, (iv) complying with its obligations and enforcing its rights under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (v) making capital contributions to the Borrower and (vi) engaging in business and activities required to enable it to perform obligations permitted by clause (a) of this Section 6.13Company; (de) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; (ef) sell or otherwise dispose of any Equity Interests Capital Stock of Company (including the BorrowerPermitted Option); (fg) create or acquire any Subsidiary or make or own any Investment (including owning any Equity Interests) in any Person other than BorrowerCompany; or (gh) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Kraton Polymers LLC)
Permitted Activities of Holdings. (a) Holdings shall not (ai) incur incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than (i) the Obligations, the Working Capital Debt and Indebtedness under this Agreement and the owing to other Credit Documents, Parties; (ii) Indebtedness and obligations under clauses (p), (q) or (r) of Section 6.1, (iii) obligations and liabilities incidental to such ownership of Equity Interests of the Borrower, (iv) obligations and liabilities incidental to its corporate existence (such as tax, accounting and employment matters) and its status as a public reporting company and incurred in the ordinary course of business (including providing indemnification to officers and directors and procuring insurance), (v) its obligations and liabilities under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (vi) obligations and liabilities in connection with any offering or issuance of its Equity Interests (including under any agreements described in clause (c)(iii) below), (vii) management and administration of its stock compensation and benefits plans, (viii) guaranties of obligations (other than Indebtedness) of any of its Subsidiaries to vendors, trade creditors or other third parties solely to the extent such obligations are permitted hereunder, (ix) obligations and liabilities under applicable laws, and (x) obligations and liabilities reasonably incidental to the foregoing clauses (i) through (ix); (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed acquired by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (ciii) engage in any business or activity or own any assets other than (iA) holding one hundred percent (100% %) of the Equity Interests Capital Stock of its Subsidiaries, the Borrower Investments it owns on the Closing Date and Permitted Acquisitions; (B) performing its obligations and activities incidental to such ownership of Equity Interests thereto under the Credit Documents and the Working Capital Documents; (C) maintaining the cash management system of the BorrowerCredit Parties, (iiD) making Restricted Payments Junior Payments, Investments and Investments Permitted Acquisitions to the extent permitted by this Agreement, and (iiiE) executing and becoming a party receiving Restricted Junior Payments to any agreement in connection with a Permitted Acquisition or similar Investment the extent permitted pursuant to Section 6.6, which agreement contemplates the issuance of Equity Interests of Holdings as consideration for any such Permitted Acquisition or similar Investment, by this Agreement; (iv) complying with its obligations and enforcing its rights under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (v) making capital contributions to the Borrower and (vi) engaging in business and activities required to enable it to perform obligations permitted by clause (a) of this Section 6.13; (d) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; (ev) sell or otherwise dispose of any Equity Interests Capital Stock of any of its Subsidiaries, except to the Borrowerextent expressly permitted hereunder; (fvi) create or acquire any Subsidiary or make or own any Investment (including owning any Equity Interests) in any Person other than Borrowerthe Subsidiaries and Investments it owns on the Closing Date and Permitted Acquisitions; or (gvii) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.
Appears in 1 contract
Permitted Activities of Holdings. Holdings shall not (a) incur incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than (i) the Indebtedness under this Agreement and the other Credit Documents, (ii) Indebtedness and obligations under clauses (p), (q) or (r) of Section 6.1, (iii) obligations and liabilities incidental to such ownership of Equity Interests of the Borrower, (iv) obligations and liabilities incidental to its corporate existence (such as tax, accounting and employment matters) and its status as a public reporting company and incurred in the ordinary course of business (including providing indemnification to officers and directors and procuring insurance), (v) its obligations and liabilities under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (vi) obligations and liabilities in connection with any offering or issuance of its Equity Interests (including under any agreements described in clause (c)(iii) below), (vii) management and administration of its stock compensation and benefits plans, (viii) guaranties of obligations (other than Indebtedness) of any of its Subsidiaries to vendors, trade creditors or other third parties solely to the extent such obligations are permitted hereunder, (ix) obligations and liabilities under applicable laws, and (x) obligations and liabilities reasonably incidental to the foregoing clauses (i) through (ix)Related Agreements; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed acquired by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Equity Interests Capital Stock of the Borrower and XxxxXxxxx.xxx, LLC; (ii) performing its obligations and activities incidental thereto under applicable laws and regulations, the Credit Documents, and to such ownership of Equity Interests of the Borrowerextent not inconsistent therewith, the Related Agreements; (iiiii) making Restricted Payments and Investments and other actions to the extent permitted by this Agreement; (iv) the execution and delivery or, and the performance of rights and obligations under, any guarantees of leases or insurance obligations or other guarantees (iii) executing and becoming a party to any agreement including in connection with a Permitted Acquisition workers compensation insurance or similar Investment permitted pursuant to Section 6.6self-insurance), which agreement contemplates the issuance of Equity Interests of Holdings as consideration for any such Permitted Acquisition or similar Investmentin each case, (iv) complying with its obligations and enforcing its rights under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), extent permitted hereunder; (v) making capital contributions providing indemnification to officers and directors in the Borrower ordinary course of business and (vi) engaging participating in business tax, accounting and activities required to enable it to perform obligations permitted by clause (a) other administrative matters as a member of this Section 6.13the consolidated group of Holdings and the Borrower and itstheir Subsidiaries; (d) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests Capital Stock of the Borrowerany of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment (including owning any Equity Interests) in any Person other than Borrower, Target (BiteSquad) and any other Subsidiary that becomes a Subsidiary Guarantor in accordance with the terms of this Agreement; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Waitr Holdings Inc.)
Permitted Activities of Holdings. Other than as may be permitted by the Credit and Guaranty Agreement, Borrower shall ensure that Holdings shall not (a) incur incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than (i) the Indebtedness under this Agreement and the other Credit Documents, (ii) Indebtedness and obligations under clauses (p), (q) or (r) of Section 6.1, (iii) obligations and liabilities incidental to such ownership of Equity Interests of the Borrower, (iv) obligations and liabilities incidental to its corporate existence (such as tax, accounting and employment matters) and its status as a public reporting company and incurred in the ordinary course of business (including providing indemnification to officers and directors and procuring insurance), (v) its obligations and liabilities under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (vi) obligations and liabilities in connection with any offering or issuance of its Equity Interests (including under any agreements described in clause (c)(iii) below), (vii) management and administration of its stock compensation and benefits plans, (viii) guaranties of obligations (other than Indebtedness) of any of its Subsidiaries to vendors, trade creditors or other third parties solely to the extent such obligations are permitted hereunder, (ix) obligations and liabilities under applicable laws, and (x) obligations and liabilities reasonably incidental to the foregoing clauses (i) through (ix)Related Agreements; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed acquired by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Equity Interests Capital Stock of the Borrower and OpCo; (ii) performing its obligations and activities incidental thereto under applicable laws and regulations, the Credit and Guaranty Agreement, and to such ownership of Equity Interests of the Borrowerextent not inconsistent therewith, the Related Agreements and the Credit Documents; and (iiiii) making Restricted Payments and Investments and other actions to the extent permitted by this Agreement; (iv) the execution and delivery or, and the performance of rights and obligations under, any guarantees of leases or insurance obligations or other guarantees (iii) executing and becoming a party to any agreement including in connection with a Permitted Acquisition workers compensation insurance or similar Investment permitted pursuant to Section 6.6self-insurance), which agreement contemplates the issuance of Equity Interests of Holdings as consideration for any such Permitted Acquisition or similar Investmentin each case, (iv) complying with its obligations and enforcing its rights under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), extent permitted hereunder; (v) making capital contributions providing indemnification to officers and directors in the Borrower ordinary course of business and (vi) engaging participating in business tax, accounting and activities required to enable it to perform obligations permitted by clause (a) other administrative matters as a member of this Section 6.13the consolidated group of Holdings and OpCo and its Subsidiaries; (d) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests Capital Stock of the Borrowerany of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment (including owning any Equity Interests) in any Person other than BorrowerOpCo; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.
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Permitted Activities of Holdings. Other than as may be permitted by the Credit and Guaranty Agreement, Borrower shall ensure that Holdings shall not (a) incur incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than (i) the Indebtedness under this Agreement and the other Credit Documents, (ii) Indebtedness and obligations under clauses (p), (q) or (r) of Section 6.1, (iii) obligations and liabilities incidental to such ownership of Equity Interests of the Borrower, (iv) obligations and liabilities incidental to its corporate existence (such as tax, accounting and employment matters) and its status as a public reporting company and incurred in the ordinary course of business (including providing indemnification to officers and directors and procuring insurance), (v) its obligations and liabilities under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), (vi) obligations and liabilities in connection with any offering or issuance of its Equity Interests (including under any agreements described in clause (c)(iii) below), (vii) management and administration of its stock compensation and benefits plans, (viii) guaranties of obligations (other than Indebtedness) of any of its Subsidiaries to vendors, trade creditors or other third parties solely to the extent such obligations are permitted hereunder, (ix) obligations and liabilities under applicable laws, and (x) obligations and liabilities reasonably incidental to the foregoing clauses (i) through (ix)Related Agreements; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed acquired by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Equity Interests Capital Stock of the Borrower OpCo and XxxxXxxxx.xxx, LLC; (ii) performing its obligations and activities incidental thereto under applicable laws and regulations, the Credit and Guaranty Agreement, and to such ownership of Equity Interests of the Borrowerextent not inconsistent therewith, the Related Agreements and the Credit Documents; and (iiiii) making Restricted Payments and Investments and other actions to the extent permitted by this Agreement; (iv) the execution and delivery or, and the performance of rights and obligations under, any guarantees of leases or insurance obligations or other guarantees (iii) executing and becoming a party to any agreement including in connection with a Permitted Acquisition workers compensation insurance or similar Investment permitted pursuant to Section 6.6self-insurance), which agreement contemplates the issuance of Equity Interests of Holdings as consideration for any such Permitted Acquisition or similar Investmentin each case, (iv) complying with its obligations and enforcing its rights under the agreements set forth in Schedule 4.15 to which it is a party (as such agreements are in effect on the Closing Date or as may be amended after the Closing Date so long as such amendment is not adverse to Holdings or any of its Subsidiaries or the Agents and the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date), extent permitted hereunder; (v) making capital contributions providing indemnification to officers and directors in the Borrower ordinary course of business and (vi) engaging participating in business tax, accounting and activities required to enable it to perform obligations permitted by clause (a) other administrative matters as a member of this Section 6.13the consolidated group of Holdings and OpCo and itstheir Subsidiaries; (d) consolidate with or merge with or into, or convey, transfer, transfer or lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests Capital Stock of the Borrowerany of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment (including owning any Equity Interests) in any Person other than BorrowerOpCo, Target (BiteSquad) and any other Subsidiary that becomes a Guarantor Subsidiary in accordance with the terms of the Credit and Guaranty Agreement; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.
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