Subsidiaries and Unrestricted Subsidiaries Clause Samples

The "Subsidiaries and Unrestricted Subsidiaries" clause defines how a company’s subsidiaries are categorized for the purposes of the agreement, distinguishing between those that are subject to the agreement’s covenants (subsidiaries) and those that are not (unrestricted subsidiaries). Typically, this clause outlines the criteria for designating a subsidiary as unrestricted, such as not being subject to certain financial or operational restrictions, and may require notice or approval for such designations. Its core function is to provide flexibility for the company to conduct business or investments through entities that are not bound by the agreement’s limitations, while ensuring that the main obligations remain enforceable against the primary group of subsidiaries.
POPULAR SAMPLE Copied 1 times
Subsidiaries and Unrestricted Subsidiaries. (a) The Borrower may designate any Unrestricted Subsidiary to be a Subsidiary, provided that the Borrower may not make such designation unless at the time of such action and after giving effect thereto, (i) none of such Unrestricted Subsidiaries have outstanding Indebtedness, other than Indebtedness permitted under Section 7.01, or Liens on any of their property, other than Permitted Liens (in each case taking into account the other Indebtedness and Liens of the Borrower and its Subsidiaries), (ii) no Default or Event of Default shall exist, (iii) all representations and warranties herein will be true and correct in all material respects as if remade at the time of such designation, except to the extent such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, (iv) prior to the first Investment Grade Event, after giving effect to such designation, on a pro forma basis as if it had occurred on the first day of the test period most recently ended, the Borrower would be in compliance with the then applicable requirements of Section 7.12 and (v) the Borrower has provided to the Administrative Agent a certificate of a Responsible Officer of the Borrower in form satisfactory to the Administrative Agent to the effect that each of the foregoing conditions has been satisfied. (b) The Borrower may designate any Subsidiary of the Borrower to be an Unrestricted Subsidiary, provided that all Investments in such Subsidiary at the time of such designation shall be treated as Investments made on the date of such designation, and provided further that the Borrower may not make such designation unless at the time of such action and immediately after giving effect thereto (i) no Default or Event of Default shall exist, (ii) all representations and warranties herein will be true and correct in all material respects (or in all respect, to the extent any such representation or warranty is qualified by materiality) if remade at the time of such designation, except to the extent such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, (iii) the Investment represented by such designation is permitted under Section 7.05 and (iv) the Borrower has provided to the Administrative Agent a certificate of a Responsible Officer of the Borrower in form satisfactory to the Admin...
View SourceView Similar (17)
Subsidiaries and Unrestricted Subsidiaries. Except as listed on Schedule 5.1(c)-1 attached hereto (as amended by the Borrower after the Agreement Date upon written notice to the Lenders from time to time to the extent permitted hereunder), the Borrower does not have any Subsidiaries. With respect to each of the Borrower Parties, Schedule 5.1(c)-1 also sets forth, as of the Agreement Date, the following: (i) the direct owners of such Company and the extent of such ownership; (ii) the state of such Company’s incorporation or organization; (iii) all jurisdictions in which such Company is qualified to do business as a foreign corporation, limited liability company or partnership, as the case may be; and (iv) the federal tax identification number, the state organizational identification number (if issued by the state of such Company’s incorporation or organization), the address of the chief executive office and principal place of business of such Company, and the name and registered office of the registered agent appointed by such Company. Except as set forth on Schedule 5.1(c)-2 attached hereto, there are no Unrestricted Subsidiaries. With respect to each Unrestricted Subsidiary, Schedule 5.1(c)-2 also sets forth, as of the Agreement Date, the following: (i) the direct owners of such Unrestricted Subsidiary and the extent of such ownership; (ii) the state of such Unrestricted Subsidiary’s incorporation or organization; and (iii) all jurisdictions in which such Unrestricted Subsidiary is qualified to do business as a foreign corporation, limited liability company or partnership, as the case may be.
View SourceView Similar (3)
Subsidiaries and Unrestricted Subsidiaries. Section 6.09(b) of the Original Agreement is hereby amended to read as follows:
View SourceView Similar (2)
Subsidiaries and Unrestricted Subsidiaries. Capital Power Income LP 2. CPI Income Services, Ltd.
View SourceView Similar (2)
Subsidiaries and Unrestricted Subsidiaries. Except as listed on SCHEDULE 5.1(C)-1 attached hereto (as amended by the Borrower after the Agreement Date upon written notice to the Lenders from time to time to the extent permitted hereunder), the Borrower does not have any Subsidiaries. With respect to each of the RMG Companies, SCHEDULE 5.1(c)-1 also sets forth, as of the Agreement Date, the following: (i) the direct owners of such Company and the extent of such ownership; (ii) the state of such Company's incorporation or organization; (iii) all jurisdictions in which such Company is qualified to do business as a foreign corporation, limited liability company or partnership, as the case may be; (iv) the federal tax identification number, the state organizational identification number (if issued by the state of such Company's incorporation or organization), the address of the chief executive office and principal place of business of such Company, and the name and registered office of the registered 54 agent appointed by such Company. Except as set forth on SCHEDULE 5.1(C)-2, attached hereto (as amended by the Borrower after the Agreement Date upon written notice to the Lenders from time to time to the extent permitted hereunder), there are no MGM Companies. With respect to each MGM Company, SCHEDULE 5.1(C)-2 also sets forth, as of the Agreement Date, the following: (i) whether such MGM Company is a MGM Operating Company; (ii) the direct owners of such MGM Company and the extent of such ownership; (iii) the state of such MGM Company's incorporation or organization; and (iv) all jurisdictions in which such MGM Company is qualified to do business as a foreign corporation, limited liability company or partnership, as the case may be. Except as set forth on SCHEDULE 5.1(C)-3 attached hereto, there are no Unrestricted Subsidiaries. With respect to each Unrestricted Subsidiary, SCHEDULE 5.1(C)-3 also sets forth, as of the Agreement Date, the following: (i) the direct owners of such Unrestricted Subsidiary and the extent of such ownership; (ii) the state of such Unrestricted Subsidiary's incorporation or organization; and (iii) all jurisdiction in which such Unrestricted Subsidiary is qualified to do business as a foreign corporation, limited liability company or partnership, as the case may be.
View SourceView Similar (2)
Subsidiaries and Unrestricted Subsidiaries. Parent has no Subsidiaries except those Subsidiaries (a) which are identified in Item 6.8 of the Disclosure Schedule or (b) which are permitted to have been organized or acquired in accordance with Sections 7.1.8 or 7.2.5. Sterling Chemicals Acquisitions, Inc. and its direct and indirect Subsidiaries meet, and are otherwise in compliance with all of the requirements for the designation of an Unrestricted Subsidiary as set forth in clauses (i) through (vi) of the definition thereof.
View Source

Related to Subsidiaries and Unrestricted Subsidiaries

  • Unrestricted Subsidiaries (a) The Borrower may at any time designate, by a certificate executed by a Responsible Officer of the Borrower, any Restricted Subsidiary as an Unrestricted Subsidiary; provided that (1) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (2) the Borrower is in compliance, on a Pro Forma Basis, with the Financial Performance Covenants immediately after giving effect to such designation as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.04, (3) such Unrestricted Subsidiary does not own, directly or indirectly, any Equity Interests of the Borrower or any Restricted Subsidiary and (4) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Existing Notes, any Permitted Junior Debt or any Permitted Refinancing Indebtedness with respect to any of the foregoing. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower or the relevant Restricted Subsidiary (as applicable) therein at the date of designation in an amount equal to the net book value of all such Person’s outstanding Investment therein. (b) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and an incurrence of Liens by a Restricted Subsidiary on the property of such Unrestricted Subsidiary, and such designation will only be permitted if (i) such Indebtedness is permitted under Section 6.01 and such Liens are permitted under Section 6.02, (ii) no Default or Event of Default would be in existence immediately following such designation, (iii) the Borrower is in compliance, on a Pro Forma Basis, with the Financial Performance Covenants immediately after giving effect to such designation as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.04 and (iv) such Subsidiary becomes a Subsidiary Loan Party to the extent required by Section 5.10 and the Collateral and Guarantee Requirement is satisfied with respect to such Subsidiary and with respect to any Equity Interest in or Indebtedness of such Subsidiary owned by or on behalf of any Loan Party.

  • Designation of Restricted and Unrestricted Subsidiaries The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 4.07 hereof or under one or more clauses of the definition of Permitted Investments, as determined by the Company. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a copy of a resolution of the Board of Directors giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, the Company will be in default of such covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation.