Permitted License Transfers As Licensee’s business operations may be altered, expanded or diminished, licenses granted hereunder may be transferred or combined for use at an alternative or consolidated site not originally specified in the license, including transfers between Agencies (“permitted license transfers”). Licensee(s) do not have to obtain the approval of Contractor for permitted license transfers, but must give thirty (30) days prior written notice to Contractor of such move(s) and certify in writing that the Product is not in use at the prior site. There shall be no additional license or other transfer fees due Contractor, provided that: i) the maximum capacity of the consolidated machine is equal to the combined individual license capacity of all licenses running at the consolidated or transferred site (e.g., named users, seats, or MIPS); or ii) if the maximum capacity of the consolidated machine is greater than the individual license capacity being transferred, a logical or physical partition or other means of restricting access will be maintained within the computer system so as to restrict use and access to the Product to that unit of licensed capacity solely dedicated to beneficial use for Licensee. In the event that the maximum capacity of the consolidated machine is greater than the combined individual license capacity of all licenses running at the consolidated or transferred site, and a logical or physical partition or other means of restricting use is not available, the fees due Contractor shall not exceed the fees otherwise payable for a single license for the upgrade capacity.
Permitted Debt Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"):
(a) the Obligations;
(b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time;
(c) Permitted Purchase Money Debt;
(d) existing Borrowed Money not satisfied with the initial Loan proceeds and set forth on Schedule 10.2.1;
(e) [Reserved];
(f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time;
(g) Permitted Contingent Obligations;
(h) Refinancing Debt as long as each Refinancing Condition is satisfied;
(i) unsecured Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time;
(j) intercompany Debt permitted under Section 10.2.5(a);
(k) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time;
(l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement);
(m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing;
(n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent;
(o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business;
(p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing in the Ordinary Course of Business; and
(q) Other Debt up to $1,000,000 in the aggregate at any time.
Permitted Transactions The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.
Permitted Actions Notwithstanding the foregoing provisions of this Section 3, each Agent, on behalf of itself and the applicable Secured Parties, may:
(i) file a claim, proof of claim or statement of interest with respect to the applicable Obligations of such Agent (on behalf of itself and the applicable Secured Parties) in any Insolvency Proceeding with respect to any Loan Party;
(ii) take any action not in contravention or violation of the Lien priorities set forth in Section 2 in order to create, perfect, preserve or protect the applicable Lien on the Common Collateral or the International First Lien Collateral, as applicable;
(iii) join (but not control) any foreclosure or judicial lien enforcement proceeding with respect to the U.S. Revolver First Lien Collateral initiated by U.S. Revolver Agent, so long as such action would not and would not reasonably be expected to delay or interfere in any respect with the exercise by U.S. Revolver Agent of its rights with respect to the U.S. Revolver First Lien Collateral;
(iv) file any necessary responsive or defensive pleadings (including any compulsory counterclaims) in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the applicable Secured Party, including any claims secured by the Common Collateral or the International First Lien Collateral, as applicable, in each case in accordance with the terms of this Agreement;
(v) take any action necessary to prevent the running of any applicable statute of limitations or similar restrictions on claims;
(vi) file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of any Loan Party arising in any Insolvency Proceeding or under any applicable non-bankruptcy law or regulation, in each case, not prohibited by the express terms with the terms of this Agreement;
(vii) take any action to seek and obtain specific performance or injunctive relief to compel any Loan Party to comply with (or not violate or breach) any obligation under the U.S. Loan Documents or the International Loan Documents, as applicable, so long as such action is not accompanied by a claim for monetary damages other than reimbursement for any expenditures made to satisfy such obligations or in connection with such litigation;
(viii) vote on any plan of reorganization or make any other filings or motions that are, in each case, not prohibited by the express terms of this Agreement;
(ix) accelerate any portion of the applicable Obligations of such Secured Party; and
(x) engage consultants, valuation firms and investment bankers, and perform or engage third parties to perform audits, examinations and appraisals of the Common Collateral or the International First Lien Collateral, as applicable, for the sole purpose of valuing such Common Collateral or the International First Lien Collateral, as applicable, and not for the purpose of marketing or conducting a sale or disposition of the Collateral such Common Collateral or the International First Lien Collateral, as applicable.
Cooperation with Financing (a) Prior to the Closing, each of the Seller Parties shall use reasonable best efforts to provide, and shall cause the other Target Companies to use reasonable best efforts to provide, and shall use reasonable best efforts to cause its and their respective Representatives to provide, in each case at US Buyer’s sole cost and expense, such cooperation as may reasonably be requested by US Buyer that is customary and necessary in connection with arranging and obtaining the Financing contemplated by the Commitment Letter, including (in each case to the extent that the same is reasonably requested or is otherwise expressly required by the Commitment Letter):
(i) assisting in preparation for and participation in marketing efforts (including a reasonable number of meetings with prospective lenders on reasonable advance notice and during normal business hours, due diligence and drafting sessions, and not more than one presentation and session with rating agencies);
(ii) providing the Required Financial Information to US Buyer;
(iii) if the Closing has not occurred, on or prior to February 14, 2017, furnishing US Buyer and the Financing Sources on or before February 15, 2017, with the unaudited consolidated balance sheet, consolidated income statement and consolidated cash flow statement of the Business for the 12 months ended December 31, 2016;
(iv) furnishing US Buyer and the Financing Sources with all other financial and other pertinent information regarding the Business as is required by the Commitment Letter and reasonably requested by US Buyer; provided, that no such preparation of materials or information (including in relation to clause (a)(i) above) shall require the preparation by any Seller Party, Target Company or the Business of pro forma financial or other pro forma information not currently available as of the date of this Agreement;
(v) facilitating delivery at the Closing of customary evidence of property and liability insurance, including endorsements in favor of the Financing Sources;
(vi) executing and delivering such documents, instruments, certificates or information, as may be reasonably requested in connection with the Financing (including all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act) so long as any such documents, instruments certificates or information are requested by US Buyer at least ten Business Days prior to the Closing Date;
(vii) delivering such officer’s certificates as are customary in financings of such type (including a certificate of the chief financial officer of US Seller with respect to solvency matters in the form attached to the Commitment Letter) and as are, in the good faith determination of the Person(s) executing such certificates, accurate in all material respects, and agreeing to pledge, grant security interests in, and otherwise grant Liens on, the Assets pursuant to such agreements, documents, instruments and certificates as may be reasonably requested (including such agreements, documents or certificates that facilitate the creation, perfection or enforcement of Liens securing the Financing (including original copies of all certificated securities (with transfer powers executed in blank)) as may be reasonably requested by US Buyer, and executing and delivering any pledge and security documents and otherwise facilitating the pledging of collateral); provided that no obligation of the Seller Parties, the Target Companies or any of their Subsidiaries under any such agreement or other financing document shall be effective until the Closing;
(viii) taking all corporate actions reasonably necessary to permit the consummation of the Financing; and
(ix) executing and delivering definitive agreements (the “Definitive Financing Agreements”) with respect to the Financing, subject to the occurrence of the Closing. Notwithstanding the foregoing: (1) US Buyer shall ensure that such requested cooperation does not unreasonably interfere with the Business (it being understood and agreed that neither any Seller nor any Target Company shall be required to take any action that unreasonably interferes with the Business); (2) neither any Seller nor any Target Company nor any of their respective Representatives, shall, in connection with the Financing: (A) be required to take any action that would result in a violation of applicable Law or breach of any Contract or subject it to actual or potential Liability; (B) have any Liability under any Definitive Financing Agreement or any related document or other agreement or document related to the Financing, other than any such Liability of any Target Company following the Closing; (C) be required to incur any other Liability in connection with the Financing, other than any other Liability incurred by any Target Company following the Closing; (D) be required to disclose or provide any information the disclosure of which, in the reasonable judgment of any Seller or any Target Company supported by outside legal counsel, is restricted by Contract, applicable Law or Order, is subject to attorney-client privilege, or would result in the disclosure of any trade secrets of third parties or violate any obligation of any Seller or any Target Company with respect to confidentiality; (E) be required to enter into or perform under any agreement with respect to the Financing that is not contingent upon the Closing or that would be effective prior to or simultaneous with the Closing, or (F) be required to waive or amend any terms of this Agreement or agree to pay any fees or reimburse any expenses prior to the Closing for which it has not received prior reimbursement or is not otherwise indemnified by or on behalf of any Buyer.
(b) US Buyer shall, promptly upon request by the Sellers’ Representative, reimburse Sellers and the Target Companies and/or their respective Representatives for all reasonable and documented out-of-pocket fees, costs and expenses, including all reasonable and documented out-of-pocket fees and expenses of outside counsel and other advisors, incurred by any Seller, any Target Company or such Representative in connection with the cooperation contemplated by Section 7.18(a). US Buyer shall indemnify and hold harmless Sellers, the Target Companies and their respective Representatives (collectively, the “Financing Indemnitees”) against any and all Losses (including advancing attorneys’ fees and expenses in advance of the final disposition of any Proceeding) directly or indirectly suffered or incurred by the Financing Indemnitees in connection with the Financing, including any information provided in connection therewith or the cooperation by any Seller or any Target Company with respect thereto, in each case, other than to the extent arising out of any Seller’s, any Target Company’s or any of their respective Representative’s gross negligence, bad faith or willful misconduct. This Section 7.18(b) shall survive the consummation of the transactions contemplated by this Agreement and the Closing and any termination of this Agreement, and is intended to benefit, and may be enforced by, the Financing Indemnitees and their respective heirs, executors, estates, personal representatives, successors and assigns, and shall be binding on all successors and permitted assigns of Buyers.
(c) Each Seller Party hereby consents, and agrees to cause the other Target Companies to consent to, to the use of its and their logos solely in connection with the Financing upon prior notice to the Sellers’ Representative; provided, however, that such logos shall be used solely in a manner that is not intended or reasonably likely to harm, disparage or otherwise adversely affect any Seller Party or any other Target Company.
(d) Each Buyer acknowledges and agrees that, other than the obligations to cooperate expressly set forth in this Section 7.18, no Seller or any Target Company has any responsibility or liability in relation to any financing that any Buyer may seek or obtain in connection with the transactions contemplated by this Agreement.
