Permitted Subsidiaries Clause Samples
Permitted Subsidiaries. Notwithstanding any other provision of this Indenture, the Loan Obligation Manager on behalf of the Issuer shall be permitted to sell to a Permitted Subsidiary at any time any Sensitive Asset for consideration consisting entirely of the equity interests of such Permitted Subsidiary (or for an increase in the value of equity interests already owned). The Trustee shall, upon receipt of an Issuer Order certifying that the sale of a Sensitive Asset is being made in accordance with satisfaction of all requirements of this Indenture, release such Sensitive Asset and shall deliver such Sensitive Asset as specified in such Issuer Order. The following provisions shall apply to all Sensitive Assets and Permitted Subsidiaries:
(a) For all purposes under this Indenture, any Sensitive Asset transferred to a Permitted Subsidiary shall be treated as if it were an asset owned directly by the Issuer.
(b) Any distribution of Cash by a Permitted Subsidiary to the Issuer shall be characterized as Interest Proceeds or Principal Proceeds to the same extent that such Cash would have been characterized as Interest Proceeds or Principal Proceeds if received directly by the Issuer and each Permitted Subsidiary shall cause all proceeds of and collections on each Sensitive Asset owned by such Permitted Subsidiary to be deposited into the applicable Collection Account.
(c) To the extent applicable, the Issuer shall form one or more Securities Accounts with the Custodial Securities Intermediary for the benefit of each Permitted Subsidiary and shall, to the extent applicable, cause Sensitive Assets to be credited to such Securities Accounts.
(d) Notwithstanding the complete and absolute transfer of a Sensitive Asset to a Permitted Subsidiary, for purposes of measuring compliance with the Note Protection Tests, the ownership interests of the Issuer in a Permitted Subsidiary or any property distributed to the Issuer by a Permitted Subsidiary shall be treated as a continuation of its ownership of the Sensitive Asset that was transferred to such Permitted Subsidiary (and shall be treated as having the same characteristics as such Sensitive Asset).
(e) If the Trustee or any other authorized party takes any action under this Indenture to sell, liquidate or dispose of all or substantially all of the Assets, the Issuer or the Loan Obligation Manager on the Issuer’s behalf shall cause each Permitted Subsidiary to sell each Sensitive Asset and all other assets held by such Permitted Subsidiary an...
Permitted Subsidiaries save as the Majority Lenders may otherwise agree (such agreement not to be unreasonably withheld) ensure that any Permitted Subsidiaries operate their respective businesses in a proper and efficient manner and in accordance with the principles set out in Schedule 11 (Financing of the Subsidiaries);
Permitted Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any partnership (other than a partnership that is a Permitted Subsidiary) or joint venture.
Permitted Subsidiaries. Each Permitted Subsidiary is in compliance with the representations and warranties set forth in Sections 5.01, 5.02, 5.03, 5.04, 5.06, 5.07, 5.08(a), 5.14(a), 5.17, 5.19, 5.21 and 5.23, in each case as if such representations and warranties were applicable directly to such Permitted Subsidiary.
Permitted Subsidiaries. (A) Notwithstanding anything contained herein to the contrary, Borrowers shall be permitted to form one or more Subsidiaries without Lender’s consent, provided that any such Subsidiary becomes an Additional Borrower in accordance with the applicable terms of this Loan Agreement (each, a “Permitted Subsidiary”) and subject to satisfaction of the conditions set forth in this Section 14.24.
(B) The Borrowers shall be permitted to transfer to any Permitted Subsidiary any Other Company Collateral constituting (i) equipment in all of its forms, now or hereafter existing, all parts thereof and all accessions thereto, including but not limited to machinery, towers, satellite receivers, antennas, motor vehicles and rolling stock, (ii) fixtures now existing or hereafter acquired, all substitutes and replacements therefor, all accessions and attachments thereto, and all tools, parts and equipment now or hereafter added to or used in connection with the fixtures on or above the Sites described herein and all real property now owned or hereafter acquired by the Borrowers and all substitutes and replacements for, accessions, attachments and other additions to, tools, parts, and equipment used in connection with, and all proceeds, products, and increases of, any and all of the foregoing Collateral (including, without limitation, proceeds which constitute property of the types described herein) or (iii) inventory.
(C) In connection with the formation of any Permitted Subsidiary and the transfer of Other Company Collateral thereto, the Borrowers shall be required to satisfy the following conditions:
(i) The Borrowers and the Permitted Subsidiary shall have entered into a Loan Agreement Supplement in substantially the form attached hereto as Exhibit F-1 and the Permitted Subsidiary shall have entered into a joinder to other Loan Documents in substantially the form attached hereto as Exhibit F-2.
(ii) The Borrowers shall deliver or cause to be delivered to Lender resolutions, if any are required, authorizing the Permitted Subsidiary and the transfer of Other Company Collateral thereto and other any actions taken in connection therewith in substantially the form attached hereto as Exhibit F-3.
(iii) The applicable Borrower shall have pledged 100% of the equity of such Permitted Subsidiary to Lender pursuant to a pledge agreement in substantially the form attached hereto as Exhibit F-4;
(iv) The Borrowers shall have paid or reimbursed Lender for all third party out-of-pocket c...
Permitted Subsidiaries. Each Qualifying Asset held by any such Permitted Subsidiary shall be deemed to constitute a Collateral Asset or Equity Security, as applicable, for all purposes of this Agreement and each reference to Collateral, Collateral Assets and Equity Securities herein shall be construed accordingly.
Permitted Subsidiaries. (a) Each Permitted Subsidiary is in compliance with the covenants set forth in Sections 6.05, 6.07, 6.08, 6.12, 6.13(a)(xx), 6.14, 6.24, 7.03 and 7.14, in each case as if such covenants were applicable directly to such Permitted Subsidiary.
(b) The Borrower shall cause the Organization Documents of each HPS Partnership and each Permitted Subsidiary to prohibit any transfer of the equity in such HPS Partnership or such Permitted Subsidiary without the prior written consent of the Administrative Agent.
(c) The Borrower shall maintain, subject to the prior Lien of the Administrative Agent for the benefit of the Secured Parties, the applicable Permitted Subsidiary Accounts for each Permitted Subsidiary in the name of such Permitted Subsidiary.
Permitted Subsidiaries. All of the documents required in Section 3.1 for Initial Subsidiaries shall have been received by Agent as to any additional Permitted Subsidiaries, within the time required in this Agreement.
Permitted Subsidiaries. Borrower agrees (a) that, collectively, all Subsidiaries that have not entered into a Joinder Agreement shall (A) not hold any assets not held as of the Closing Date or incur any liabilities not incurred as of the Closing Date and (B) not generate or account for any revenue and (b) to dissolve each Subsidiary existing on the Closing Date that has not entered into a Joinder Agreement by the Dissolution Date; provided that if any such Subsidiary is not dissolved by the Dissolution Date (subject to any extensions permitted in that definition), such Subsidiary shall execute a Joinder Agreement and become a co-borrower hereunder.
Permitted Subsidiaries. Notwithstanding anything else in this Agreement to the contrary, the Company will not at any time have any Subsidiary that is not a Permitted Subsidiary.