Investments, Loans, Etc Sample Clauses
The "Investments, Loans, Etc" clause defines the rights and limitations regarding a party's ability to make investments, extend loans, or engage in similar financial transactions. Typically, this clause outlines the types of investments or loans that are permitted or restricted, and may require prior approval or compliance with certain financial thresholds. For example, it might prohibit a company from lending money to affiliates without board consent or restrict investments in high-risk ventures. Its core function is to manage financial risk and ensure that such transactions align with the overall financial strategy and risk tolerance agreed upon by the parties.
Investments, Loans, Etc. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-owned Restricted Subsidiary prior to such merger), any Equity Interests, evidence of indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make any loans or advances to, or make any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit or division of such another Person, or purchase or acquire all or substantially all of the assets of another Person, or create or form any Restricted Subsidiary (all of the foregoing being collectively called “Investments”) other than Investments constituting Permitted Acquisitions (including, for the avoidance of doubt, the Taurus Acquisition); provided, that:
(a) the Borrower and its Restricted Subsidiaries may make and hold Permitted Investments;
(i) the Borrower and its Restricted Subsidiaries may hold the Investments existing on the Fourth Amendment Closing Date and set forth on Schedule 7.4 and (ii) any Loan Party may make Investments in any other Loan Party:
(c) any Investments of a Person in existence at the time such Person becomes a Restricted Subsidiary of the Borrower may be held by such Restricted Subsidiary; provided that such Investments were not made in connection with or anticipation of such Person becoming a Restricted Subsidiary of the Borrower;
(d) the Borrower and its Restricted Subsidiaries may hold Investments constituting non-cash proceeds received in connection with a sale or other disposition of assets to the extent permitted by Section 7.6 or in connection with the settlement of obligations owing to it by financially troubled debtors;
(e) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower and its Restricted Subsidiaries may make Investments (and, thereafter, may hold such Investments) in an aggregate amount not to exceed the greater of (x) $120,000,000 and (y) 33.0% of Consolidated EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period;
(f) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, and the Total Net Leverage Ratio does not exceed 4.00 to 1.00 immediately prior and after ...
Investments, Loans, Etc. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger), any Capital Stock, evidence of indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, any obligations of, or make or permit to exist any investment or any other interest in, any other Person (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary, except:
(a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries);
(b) Permitted Investments;
(c) Permitted Acquisitions;
(d) Investments made by the Borrower in or to any other Loan Party and by any other Loan Party to the Borrower or in or to another Loan Party;
(e) loans or advances to employees, officers, stockholders or directors of the Borrower or any Subsidiary in the ordinary course of business; provided, however, that the aggregate amount of all such loans and advances does not exceed $2,000,000 at any time outstanding;
(f) loans to franchise operators and owners of franchises acquired or funded pursuant to the Loan Facility Agreement and the other credit facility agreements referenced in Section 7.1(f);
(g) Guarantees permitted under Section 7.1(f);
(h) the acquisition or ownership of stock, obligations or securities received in settlement of debts (created in the ordinary course of business) owing to any Subsidiary Loan Party or any of their Subsidiaries;
(i) loans to and other investments in Foreign Subsidiaries; provided that, the aggregate amount of such outstanding loans to and investments in such Foreign Subsidiaries do not exceed the amount permitted under Section 7.1(i);
(j) Investments in investment grade corporate bonds and variable rate demand notes having a rating of BBB+ (or the equivalent) or higher, at the time of acquisition thereof, from S&P or Xxxxx’x and in either case maturing within two years from the date of acquisition thereof in an aggregate amount not to exceed $150,000,000 at any time;
(k) Investments by any Dent-A-Med Entity in any other Dent-A-Med Entity;
(l) other Investments not to exce...
Investments, Loans, Etc. Make, permit or hold, any Investments in any Person, or otherwise create, acquire or hold any Subsidiaries, other than:
(a) Investments from time to time in any Credit Party;
(b) Investments existing on the date hereof and described on Schedule 9.04;
(c) Investments in the Sterling Borrower pursuant to the Acquisition;
(d) direct obligations of the United States of America or any agency thereof, or obligations guaranteed by the United States of America or any agency thereof, in each case supported by the full faith and credit of the United States of America and maturing within one year from the date of creation thereof,
(e) commercial paper maturing within one year from the date of creation thereof rated in the highest grade by a nationally recognized credit rating agency;
(f) Investments made in connection with Acquisitions otherwise permitted under Section 9.03(c);
(g) time deposits maturing within one year from the date of creation thereof with, including certificates of deposit issued by, any office located in the United States of America or the United Kingdom of any bank or trust company which is organized under the laws of the United States of America or any state thereof or the United Kingdom and has capital, surplus and undivided profits aggregating at least $500,000,000, including without limitation, any such deposits in Eurodollars issued by a foreign branch of any such bank or trust company;
(h) time deposits made in the ordinary course of business by a Consolidated Company other than a Credit Party maturing within one year from the date of creation thereof in an amount not to exceed with, including certificates of deposit issued by, any office located in Canada, Hong Kong or the People's Republic of China, of any bank or trust company which is organized under the laws of the United States of America or any state thereof, the United Kingdom, Canada, Hong Kong or the People's Republic of China, and has capital, surplus and undivided profits aggregating at least $500,000,000, including without limitation, any such deposits in Eurodollars issued by a foreign branch of any such bank or trust company;
(i) Investments made by Plans;
(j) Investments consisting of intercompany Indebtedness permitted under Section 9.01; and
(k) Investments in any Consolidated Company in an aggregate amount not to exceed $3,000,000 during the term of this Agreement.
Investments, Loans, Etc. At any time, purchase or otherwise acquire, hold or invest in the Stock of, or any other interest in, any Person, or make any loan or advance to, or enter into any arrangement for the purpose of providing funds or credit to, or acquire any Real Property or make any other investment, whether by way of capital contribution, time deposit or otherwise, in or with any Person, or permit any Subsidiary of the Borrower so to do (all of which are sometimes referred to herein as “Investments”) except the following (to the extent that maintaining any thereof would not at any time violate the requirements of Section 856(c) of the Code):
(a) demand deposits, certificates of deposit, bankers acceptances and domestic and eurodollar time deposits with any Lender, or any other commercial bank, trust company or national banking association incorporated under the laws of the United States or any State thereof and having undivided capital, surplus and undivided profits exceeding $250,000,000;
(b) short‑term direct obligations of the United States of America or agencies thereof whose obligations are guaranteed by the United States of America;
(c) securities commonly known as “commercial paper” issued by a corporation organized and existing under the laws of the United States or any State thereof which at the time of purchase are rated by S&P or Xxxxx’x at not less than “A1” or “P1,” respectively;
(d) mortgage‑backed securities guaranteed by the Governmental National Mortgage Association, the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation and other mortgage‑backed bonds which at the time of purchase are rated by S&P or Xxxxx’x at not less than “Aa” or “AA,” respectively;
(e) shares of “money market funds” registered with the SEC under the Investment Company Act of 1940 which maintain a level per‑share value, invest principally in the investments described in one or more of the foregoing paragraphs (a) through (e) and have total assets of in excess of $50,000,000;
(f) Investments in Real Property and loans secured by mortgages on Real Property existing as of the Effective Date and, after the Effective Date, Investments in Real Property and loans secured by mortgages on Real Property located in the continental United States;
(g) Investments in Property, including solar array installations, electric vehicle charging stations and other environmental conservation initiatives that improve upon or are incidental to increasing the value, functionali...
Investments, Loans, Etc. Make or permit any loans to or investments in any Person, or permit any of the Subsidiary Guarantors to make or permit any loans to or investments in any Person, other than:
(a) investments, loans or advances, the material details of which have been set forth on Schedule 6.6(a) hereto;
(b) investments in direct obligations of the United States of America or any agency thereof or, in each case with maturities of one year or less from the date of acquisition;
(c) investments in certificates of deposit of maturities less than one year, issued by commercial banks in the United States having capital and surplus in excess of $500,000,000 and having short-term credit ratings of at least A1 and P1 by Standard & Poor's Ratings Group and Xxxxx'x Investors Service, Inc., respectively;
(d) investments in commercial paper of maturities of not more than 270 days rated at least A1 and P1 by Standard & Poor's Ratings Group and Xxxxx'x Investors Service, Inc., respectively; and
(e) investments in securities that are obligations of the United States government purchased by the Company or any Subsidiary of the Company under repurchase agreements pursuant to which arrangements are made with selling financial institutions (being a financial institution having unimpaired capital and surplus of not less than $500,000,000 and with short-term credit ratings of at least A1 and P1 by Standard & Poor's Ratings Group and Xxxxx'x Investors Service, Inc., respectively) for such financial institutions to repurchase such securities within 30 days from the date of purchase by the Company or such Subsidiary, and other similar short-term investments made in connection with the Company's or any of its Subsidiary's cash management practices, provided, that the Company shall take possession of all securities purchased by the Company or any Subsidiary under repurchase agreements and shall adhere to customary margin and xxxx-to-market procedures with respect to fluctuations in value;
(f) investments in any security issued by an investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8) that is a money market fund in compliance with all applicable requirements of SEC Rule 2a-7 (17 CFR 270.2a-7);
(g) so long as no Default or Event of Default exists, both before and after giving effect (on a pro forma basis) to any such purchase or capitalization, the purchase or capitalization (either with cash or by the contribution of Properties, other than real Property...
Investments, Loans, Etc. The Borrower will not, and ------------------------ will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger), any common stock, evidence of indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person (all of the foregoing being collectively called "Investments"), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, or create or form any Subsidiary, except:
(a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in ------------ Subsidiaries);
(b) Permitted Investments;
(c) Guarantees constituting Indebtedness permitted by Section 7.1; -----------
(d) Investments made by the Borrower in or to any Subsidiary Loan Party and by any Subsidiary to the Borrower or in or to another Subsidiary Loan Party;
(e) loans or advances to employees, officers or directors of the Borrower or any Subsidiary in the ordinary course of business for travel, relocation and related expenses; provided, however, that the aggregate amount of all such loans and advances does not exceed $500,000 at any time;
(f) Hedging Agreements permitted by Section 7.10; and ------------
(g) Other Investments which in the aggregate do not exceed $1,000,000 in any fiscal year of the Borrower.
Investments, Loans, Etc. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger), any common stock, evidence of indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person (all of the foregoing being collectively called "INVESTMENTS"), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, except:
(a) Investments (other than Permitted Investments) existing on the date hereof and set forth on SCHEDULE 7.4 (including Investments in Subsidiaries);
(b) Permitted Investments;
(c) Guarantees constituting Indebtedness permitted by SECTION 7.1;
(d) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or in or to another Subsidiary;
(e) loans or advances to employees, officers or directors of the Borrower or any Subsidiary in the ordinary course of business for travel, relocation and related expenses;
(f) Hedging Agreements permitted by SECTION 7.10; and
(g) Other Investments which in the aggregate do not exceed $5,000,000 in any fiscal year of the Borrower.
Investments, Loans, Etc. Make, permit or hold any Investments other than:
(a) Investments in Subsidiaries which are Guarantors under this Agreement, whether such Subsidiaries are Guarantors on the Closing Date or become Guarantors in accordance with Section 6.10 after the Closing Date; provided, however, nothing in this Section 7.06 shall be deemed to authorize an Investment pursuant to this subsection (a) in any Person that is not a Guarantor prior to such Investment;
(b) Investments in the following securities:
(i) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case supported by the full faith and credit of the United States and maturing within one year from the date of creation thereof;
(ii) commercial paper maturing within one year from the date of creation thereof rated in the highest grade by a nationally recognized credit rating agency;
(iii) time deposits maturing within one year from the date of creation thereof with, including certificates of deposit issued by, any office located in the United States of any bank or trust company which is organized under the laws of the United States or any state thereof and has capital, surplus and undivided profits aggregating at least $500,000,000, including without limitation, any such deposits in Eurodollars issued by a foreign branch of any such bank or trust company;
(iv) mid-term notes of corporations existing under the laws of the United States rated in the highest grade by a nationally recognized credit rating agency;
Investments, Loans, Etc. Make, permit or hold any Investments in any Person, or permit any other Credit Party to make, permit or hold any Investments in any Person, other than:
(a) Investments listed on Schedule 7.6;
(b) Investments in direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America or Canada (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America or Canada), in each case maturing within one year from the date of acquisition thereof;
(c) Investments in certificates with deposit of maturities less than one year, issued by commercial banks in the United States or Canada having capital and surplus in excess of $500,000,000 and having short-term credit ratings of at least A1 and P1 by Standard & Poor's Ratings Group and Moody's Investors Service, Inc., respectively;
(d) Investments xx xxxxercial paper with maturities of not more than 180 days rated the highest credit rating obtainable from Standard & Poor's Ratings Group and Moody's Investors Service, Inc.;
(e) Investments in securities xxxx xxe obligations of the United States or Canadian government purchased by any Credit Party under fully collateralized repurchase agreements pursuant to which arrangements are made with selling financial institutions (being a financial institution having unimpaired capital and surplus of not less than $500,000,000 and with short-term credit ratings of at least A1 and P1 by Standard & Poor's Ratings Group and Moody's Investors Service, Inc., respectively) for such finaxxxxx xnstitutions to repurchase such securities within 30 days from the date of purchase by any Credit Party;
(f) Investments in money market mutual funds having assets in excess of $2,000,000,000;
(g) Investments by any US Credit Party to or in any other US Credit Party (subject, however, to the limitations set out in Section 7.2(i) in respect of any such loans) and Investments by any Canadian Credit Party to or in any other Credit Party;
(1) Investments in direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the Government of Canada or of any Canadian province (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the Government of Canada or of such Canadian province), in each case maturing within one year from the date of acquisition thereof;
(2) Investments in commer...
Investments, Loans, Etc. At any time purchase or otherwise acquire, hold or invest in the stock of, or any other equity interest in, any Person, or make any loan or advance to, or enter into any arrangement for the purpose of providing funds to, or make any other investment, whether by way of capital contribution or otherwise, in, to or with any Person (all of which are referred to as "Investments"), except:
(a) Investments in short-term certificates of deposit, time deposits and bankers' acceptances issued by any U.S. commercial bank having undivided capital and surplus exceeding $100,000,000;
(b) Investments in short-term direct obligations of the United States or obligations of agencies of the United States which are guaranteed by the United States;
(c) Investments in short-term commercial paper and corporate obligations rated A-l by Standard & Poor's Corporation or P-I by Moody's Investors Services, Inc.; and
(d) Loans to Borroxxx'x employees from 401(k) employee benefit plan funds for which Borrower is deemed by law to be the lender.