Upstream Limitations Clause Samples
The "Upstream Limitations" clause defines the boundaries or restrictions imposed on a party by agreements or obligations with third parties higher up in a contractual chain, such as licensors or suppliers. In practice, this clause typically means that a party’s rights or obligations under the current agreement are subject to the terms and conditions set by these upstream entities; for example, a software reseller may only be able to grant licenses or provide services within the scope allowed by the original software vendor. The core function of this clause is to ensure that all parties are aware of and comply with pre-existing limitations, thereby preventing breaches of upstream agreements and clarifying the extent of rights and responsibilities.
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Upstream Limitations. The Borrower will not, and will not permit -------------------- any of its Subsidiaries to, enter into any agreement, contract or arrangement (other than the Credit Agreement and the other Loan Documents) restricting the ability of any Subsidiary to pay or make dividends or distributions in cash or kind to the Borrower, to make loans, advances or other payments of whatsoever nature to the Borrower, or to make transfer or distributions of all or any part of its assets to the Borrower.
Upstream Limitations. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any agreement, contract or arrangement (other than the Credit Agreement and the other Loan Documents) restricting the ability of any Subsidiary to pay or make dividends or distributions in cash or kind to the Borrower, to make loans, advances or other payments of whatsoever nature to the Borrower, or to make transfer or distributions of all or any part of its assets to the Borrower.
Upstream Limitations. The Borrower will not, nor will it permit any Subsidiary to, enter into any agreement, contract, or arrangement (other than the Credit Agreement and the other Loan Documents) restricting the ability of any Subsidiary to pay or make dividends or distributions in cash or kind, to make loans, advances or other payments of whatsoever nature or to make transfers or distributions of all or any part of its assets to the Borrower.
Upstream Limitations. None of the Borrowers shall enter into any agreement, contract or arrangement (excluding this Agreement and the other Loan Documents) restricting the ability of (i) the Borrowers to amend or modify this Agreement or any other Loan Document, or (ii) any Borrower to pay or make dividends or distributions in cash or kind to any Borrower or to make loans, advances or other payments of whatsoever nature to any Borrower or to make transfers or distributions of all or any part of such Borrower’s assets to a Borrower; in each case other than (w) restrictions on specific assets which assets are the subject of a Synthetic Lease Obligation, Capitalized Lease or Equipment Financing Indebtedness to the extent permitted under Section 7.03(c) or (e), (x) restrictions pursuant to agreements under Section 7.03(j) and Section 7.03(m) and with respect to Dispositions permitted under Section 7.04(b), (y) customary anti-assignment provisions contained in leases and licensing agreements entered into by such Borrower in the ordinary course of its business and (z) restrictions permitted by Section 7.09.
Upstream Limitations. 65 9.13. Inconsistent Agreements. ...........................................................65 10.
Upstream Limitations. Each Party’s rights to enforce a Collaboration Patent pursuant to this Section 9.3, or to defend against a challenge in any action or proceeding described in Section 9.3.1, shall be subject to the applicable provisions of any agreements between the Party Controlling such Patents and its licensor. In the event of any conflict between this Section 9.3 and such other agreements, the provisions of the other agreements shall control.
Upstream Limitations. 68 -------------------- 9.17. Inconsistent Agreements................................................... 68 ----------------------- 9.18. Acquisition and Development Restrictions.................................. 68 ---------------------------------------- 10. FINANCIAL COVENANTS.................................................................. 69 ------------------- 10.
1. Debt Service Coverage Ratio............................................... 69 --------------------------- 10.
2. Interest Coverage Ratio................................................... 69 ----------------------- 10.
3. Leverage Ratio............................................................ 69 -------------- 11. CLOSING CONDITIONS................................................................... 69 ------------------ 11.
1. Loan Documents etc........................................................ 70 ------------------ 11.
1.1. Loan Documents.................................................. 70 -------------- 11.1.2.
Upstream Limitations. Neither the Borrower nor any of its Subsidiaries will enter into, or permit any of its Subsidiaries to enter into, any agreement, contract or arrangement (other than the Credit Agreement and the other Loan Documents and other than restrictions in agreements evidencing Indebtedness permitted by Section 9.1(c) or (d) hereof) restricting the ability of any Subsidiary to pay or make dividends or distributions in cash or kind, to make loans, advances or other payments of whatsoever nature or to make transfers or distributions of all or any part of its assets to the Borrower or any Guarantor.
Upstream Limitations. The Company will not, nor will it permit any of its Subsidiaries to, enter into any agreement, contact or arrangement (other than the Credit Agreement and the other Loan Documents) restricting the ability of any Subsidiary to pay or make dividends or distributions in cash or kind, to make loans, advances or other payments of whatsoever nature or to make transfers or distributions of all or any part of its assets to the Company to any Subsidiary of such Subsidiary.
Upstream Limitations. Enter into any agreement, contract, or arrangement restricting the ability of any Subsidiary of Company to pay or make dividends or distributions in cash or kind, to make loans, advances, or other payments of whatsoever nature or to make transfers or distributions of all or any part of its properties or assets to Company or to any Subsidiary of the Company.