Special Purpose Subsidiary. (a) The capital of the Special Purpose Subsidiary is adequate for the business and undertakings of the Special Purpose Subsidiary. (b) Other than with respect to the ownership by the Borrower of the Capital Stock of the Special Purpose Subsidiary and the transfers of funds provided for in the Asset Sale Proceeds Account Agreement, the Special Purpose Subsidiary is not engaged in any business transactions with the Borrower or any of its Subsidiaries or Affiliates. (c) At least one director of the Special Purpose Subsidiary shall be an Independent Director. (d) The Special Purpose Subsidiary's funds and assets are not, and will not be, commingled with the funds of any other Person. (e) The bylaws of the Special Purpose Subsidiary require it to maintain (i) correct and complete minute books and records of account, and (ii) minutes of the meetings and other proceedings of its shareholders and board of directors. (f) The shares of stock of the Special Purpose Subsidiary which have been pledged pursuant to the Borrower Pledge Agreement constitute all of the issued and outstanding shares of the Special Purpose Subsidiary.
Appears in 4 contracts
Sources: Term Loan Agreement (Specialty Foods Corp), Term Loan Agreement (Specialty Foods Acquisition Corp), Term Loan Agreement (Specialty Foods Corp)