Restricted Junior Payments Clause Samples
POPULAR SAMPLE Copied 1 times
Restricted Junior Payments. Make any Restricted Junior Payment; provided, however, that, so long as it is permitted by law:
(a) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Borrower may make distributions to current or former employees, officers, or directors of Borrower or any Subsidiary (or any spouses, ex-spouses, trusts or estates of any of the foregoing) on account of redemptions, purchase, retirement or other acquisition for value of Capital Interests of Borrower or the direct or indirect parent of Borrower held by such Persons, so long as either: (A)(1) the aggregate amount of such redemptions, purchases, retirement, other acquisitions for value, or payments made by Borrower in cash since June 18, 2013 does not exceed the sum of (x) $2,500,000 in any fiscal year (provided that if less than $2,500,000 is used for such purposes in any fiscal year, any unused amounts may be carried forward for use in one or more future periods; provided, further, that the aggregate amount of repurchases made pursuant to this clause (A)(1)(x) may not exceed $5,000,000 in any fiscal year); plus (y) the cash proceeds of key man life insurance policies received by Borrower and its Subsidiaries after June 18, 2013 (it being understood that Borrower may elect to apply all or any portion of the aggregate increase contemplated by this clause (A)(1)(y) in any calendar year); or (B) otherwise the Additionalthe aggregate amount of such Restricted Junior Payments would not exceed the available Builder Basket Amount to the extent the Builder Basket Conditions are met;
(b) Borrower may make distributions to current or former employees, officers, or directors of Borrower or any Subsidiary (or any spouses, ex-spouses, trusts or estates of any of the foregoing), solely in the form of forgiveness of Indebtedness of such Persons owing to Borrower on account of repurchases of the Capital Interests of Borrower or the direct or indirect parent of Borrower held by such Persons; provided that such Indebtedness was incurred by such Persons solely to acquire Capital Interests of Borrower or the direct or indirect parent of Borrower;
(c) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom and the AdditionalBuilder Basket Conditions are met, Borrower may make distributions or payments (including payments in respect of Redeemable Capital Interests) up to the available Builder Basket Amount;
(d) Borrower may mak...
Restricted Junior Payments. No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment except that:
(a) any Subsidiary of Borrower may declare and pay dividends or make other distributions ratably to its equity holders;
(b) [reserved];
(c) Holdings and its Subsidiaries may make payments in respect of Earn Out Indebtedness and Seller Notes;
(d) [reserved];
(e) the Borrower may pay management fees, indemnification fees and expenses to Madison or its Affiliates pursuant to the Management Services Agreement; provided that upon the occurrence of an Event of Default under Section 8.1(a), (f) or (g) and during the continuance thereof, no payment of any management fees or similar distributions to Madison or any of its Affiliates shall be permitted under this Section 6.4(e) (it being understood that indemnification fees and expenses (whether allocated or otherwise) shall still be permitted);
(f) Holdings and its Subsidiaries may make other Restricted Junior Payments in an aggregate amount not to exceed the Cumulative Amount as in effect immediately prior to the making of such Restricted Junior Payment; provided that (other than with respect to usages of clauses (i), (iii) or (vii) of Cumulative Amount) immediately prior to, and after giving effect thereto, no Event of Default shall have occurred and be continuing or would result therefrom;
(g) Holdings and its Subsidiaries may make other Restricted Junior Payments in an aggregate amount not to exceed the Cumulative Equity Amount as in effect immediately prior to the making of such Restricted Junior Payment; provided that (A) Borrower shall have delivered to Administrative Agent an officer’s certificate of an Authorized Officer, together with all relevant financial information reasonably requested by Administrative Agent, demonstrating in reasonable detail the calculation of the Cumulative Equity Amount immediately prior to the making of such Restricted Junior Payment and the amount thereof elected to be so applied;
(h) [reserved];
(i) Holdings and its Subsidiaries may make regularly scheduled payments of interest in respect of any Subordinated Indebtedness in accordance with the terms of the subordination agreement applicable thereto;
(j) the Borrower may make payments to the direct parent company of the Borro...
Restricted Junior Payments. From and after the occurrence of any Amortization Event, Seller will not make any Restricted Junior Payment if, after giving effect thereto, Seller would fail to meet its obligations set forth in Section 7.2(e).
Restricted Junior Payments. No Loan Party shall, nor shall it permit any of its Subsidiaries or Affiliates through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment except that:
(a) Borrowers may make regularly scheduled payments of interest in respect of any Senior Subordinated Notes in accordance with the terms of, and only to the extent required by the Purchase Agreement, and subject to the subordination provisions contained in the Subordination Agreement;
(b) Borrowers may make Restricted Junior Payments to Holdings (i) so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, in an aggregate amount not to exceed $250,000 in any Fiscal Year, to the extent necessary to permit Holdings to pay general administrative costs and expenses and (ii) so long as any of the Borrowers and/or any of their Subsidiaries is a partnership or disregarded entity for U.S. federal and state income tax purposes or is otherwise filing a consolidated or combined tax return with Holdings, to the extent necessary to permit Holdings to discharge any tax liabilities payable by Holdings, in each case so long as Holdings applies the amount of any such Restricted Junior Payment for such purpose;
(c) commencing with the Fiscal Year beginning January 1, 2007, and so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, Borrowers may make Restricted Junior Payments to Holdings, and Holdings may then make Restricted Junior Payments, in each case for the purpose of repurchasing or redeeming Capital Stock of Holdings from employees upon the death, disability or other termination of employment of any such employee in an amount not to exceed $750,000 in any Fiscal Year;
(d) at any time on or after the fifth anniversary of the Closing Date, Borrowers may make cash payments in respect of the Senior Subordinated Notes corresponding to the amount of accrued original issue discount (as defined in Section 1273 of the Internal Revenue Code) in respect of the Senior Subordinated Notes so long as (i) no Default or Event of Default shall have occurred and be continuing, (ii) at the time of such Restricted Junior Payment and after giving effect thereto, the sum of (A) the amount, if any, by which (1) the Revolving Commitments exceed (2) the sum of the Total Utilization of R...
Restricted Junior Payments. Borrower will not and will not permit any of its Subsidiaries directly or indirectly to declare, order, pay, make or set apart any sum for any Restricted Junior Payment except:
(A) Borrower may make payments and distributions to Holdings to permit Holdings to pay federal and state income taxes then due and owing, franchise taxes and other similar licensing expenses incurred in the ordinary course of business; provided, however, Borrower's contribution to taxes as a result of the filing of a consolidated return by Holdings shall not be greater, nor the receipt of tax benefits less, then they would have been had Borrower not filed a consolidated return with Holdings;
(B) Subsidiaries of Borrower may make Restricted Junior Payments to Borrower;
(C) Borrower may make required payments of principal and interest with respect to the Senior Term Loan, Additional Senior Term Loan and Subordinated Indebtedness held by SBA, as required in accordance with the terms thereof but only to the extent permitted in the Intercreditor Agreement; provided, however, Borrower may make optional prepayments with respect to the Senior Term Loan, Additional Senior Term Loan and Subordinated Indebtedness held by SBA if (1) at the time of such prepayment, required payments of principal and interest are permitted to be paid pursuant to the Intercreditor Agreement and (2) after giving effect to such prepayment, the Maximum Revolving Loan Balance exceeds the sum of outstanding principal balance of the Revolving Loans plus outstanding Lender Guarantees, by not less than $5,000,000; provided, further, however, Borrower may refinance the Subordinated Indebtedness held by SBA with Refinanced Subordinated Indebtedness in accordance with subsection 3.1(G);
(D) Borrower may make required payments of principal and interest with respect to the Indebtedness evidenced by the Seller Notes provided at the time of such payment and after giving effect thereto, no Event of Default under subsection 6.1(A) or 6.1(C) (as it relates to a failure to perform or comply with subsections 4.3, 4.4 or 4.5 hereof) exists or would arise as a result thereof;
(E) Borrower may make dividend payments to Holdings solely to permit Holdings to make dividend payments on account of preferred stock of Holdings held by SBA provided at the time of such payment and after giving effect thereto, no Default or Event of Default under subsection 6.1(A) or 6.1(C) (as it relates to a failure to perform or comply with subsections 4.3, 4....
Restricted Junior Payments. Borrower will not make any Restricted Junior Payment if after giving effect thereto, Borrower’s Net Worth (as defined in the Receivables Sale Agreement) would be less than the Required Capital Amount (as defined in the Receivables Sale Agreement).
Restricted Junior Payments. The Borrower shall not make any Restricted Junior Payment, except that, so long as no Event of Default or Unmatured Event of Default has occurred or would result therefrom, the Borrower may declare and make distributions to its member on its membership interests.
Restricted Junior Payments. Seller will not make any Restricted Junior Payment if after giving effect thereto, Seller’s Net Worth (as defined in the Receivables Sale Agreement) would be less than the Required Capital Amount (as defined in the Receivables Sale Agreement).
Restricted Junior Payments. Borrower shall not and shall cause each other Loan Party and each SPC Party not to make any Restricted Junior Payment; provided, that the Loan Parties may make Restricted Junior Payments so long as (a) no Default or Event of Default shall then exist or would result therefrom, (b) such Restricted Junior Payments have been approved by all necessary action on the part of the Loan Parties or SPC Parties, as applicable, and in compliance with all applicable laws and (c) such Restricted Junior Payments are paid from Unrestricted Cash.
Restricted Junior Payments. No Credit Party shall, through any manner or means or through any other Person, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment.