Non-U.S. Venture Entity Clause Samples

Non-U.S. Venture Entity. Subject to the specific mechanics described in the Pre-Closing Reorganization Plans adopted by each party in accordance with Section 6.9: (i) At or prior to the Closing, Cyclone will form or cause to be formed Non-U.S. Venture Entity and shall transfer or cause to be transferred to Non-U.S. Venture Entity or one of its Affiliates the assets, shares and other equity interests included in clauses (A) and (B) and, in exchange, Non-U.S. Venture Entity shall issue 100% of its equity ownership interests and Non-U.S. Venture Entity or one of its Affiliates shall assume the liabilities included in clause (C): (A) all of the shares or other equity interests of the Cyclone Transferred Subsidiaries that conduct the Cyclone Subsea Business outside the U.S., after giving effect to Cyclone’s Pre-Closing Reorganization Plan; (B) all of the assets of Cyclone and its Affiliates that are used or held for use primarily in or primarily related to the Cyclone Subsea Business outside the U.S. (other than any assets held by the Cyclone Transferred Subsidiaries and transferred pursuant to clause (A) or Section 2.1(b)(i)(A)); and (C) the liabilities (other than Excluded Liabilities) of Cyclone and its Affiliates to the extent attributable or related to the Cyclone Subsea Business or the Cyclone Transferred Assets outside the U.S., whether arising prior to, on or after the Closing Date (and whether accrued, contingent, unasserted or otherwise) (other than any liabilities held by the Cyclone Transferred Subsidiaries and transferred pursuant to clause (A) or Section 2.1(b)(i)(A)).
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Related to Non-U.S. Venture Entity

  • Financial Attributes of Non-Wholly Owned Subsidiaries When determining the Applicable Margin and compliance by the Borrower with any financial covenant contained in any of the Loan Documents, only the Ownership Share of the Borrower of the financial attributes of a Subsidiary that is not a Wholly Owned Subsidiary shall be included when including financial information from a Subsidiary that is not a Wholly Owned Subsidiary.

  • U.S. Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • Subsidiaries, Partnerships and Joint Ventures Each of the Loan Parties shall not, and shall not permit any of its Unregulated Subsidiaries to, own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which is a Regulated Entity, (ii) any Subsidiary which is an Inactive Subsidiary of the Borrower, (iii) Conserve to Preserve Foundation, a non-profit corporation organized under the laws of the State of New Jersey, (iv) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date, (v) any Project Subsidiary, and (vi) any Subsidiary formed after the Closing Date which joins this Agreement as a Guarantor pursuant to Section 11.19 [Joinder of Guarantors]. Each of the Loan Parties shall not become or agree to (1) become a general or limited partner in any general or limited partnership, except that the Loan Parties may be general or limited partners in other Loan Parties, (2) become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Loan Parties may be members or managers of, or hold limited liability company interests in, other Loan Parties, or (3) become a joint venturer or hold a joint venture interest in any joint venture, except in each case in respect of a Permitted Related Business Opportunity.

  • PORTFOLIO HOLDINGS The Adviser will not disclose, in any manner whatsoever, any list of securities held by the Portfolio, except in accordance with the Portfolio’s portfolio holdings disclosure policy.

  • Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.