Canadian Subsidiaries. Permit the Canadian Borrower to have any Subsidiary other than the US Borrower, BME IPCO and CGS Canada.
Canadian Subsidiaries. Borrowers shall not conduct or allow business operations to be conducted in its 2 Canadian subsidiaries, Vetinsurance Holding Company, ULC and Vetinsurance, Ltd. Neither Vetinsurance Holding Company, ULC nor Vetinsurance, Ltd. shall hold more than $50,000 in current assets.
Canadian Subsidiaries. Upon the amalgamation of any Canadian Restricted Subsidiary with any other Person as permitted in this Agreement, the Borrower shall cause to be delivered to the Administrative Agent within 30 days such documentation as may be reasonably required by the Administrative Agent including a confirmation and acknowledgement from the Loan Party which is the surviving entity and a signed copy of an opinion, addressed to the Administrative Agent and the Lenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent.
Canadian Subsidiaries. If any provision of this Agreement or of any of the other Credit Documents would obligate any Canadian Subsidiary to make any payment of interest or other amount payable to any Agent or any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Agent or such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by such Agent or such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Agent or such Lender under Section 2.7, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Agent or such Lender which would constitute "interest" for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if an Agent or Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), such Canadian Subsidiary shall be entitled, by notice in writing to such Agent or such Lender, to obtain reimbursement from such Agent or such Lender in an amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by such Agent or such Lender such Canadian Subsidiary. Any amount or rate of interest referred to in this Section 10.18 shall be determined in accordance with GAAP as an effective annual rate of interest over the term that the applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Closing Date to the Term Loan Maturity Date and, in the event of a dispute, a certificate of a actuary appointed by Administrative Agent shall be conclusive for the purposes of such determination.
Canadian Subsidiaries. Permit the Canadian Borrower to have any Subsidiary other than the US Borrower, BME IPCO and Newco, provided that in respect of Newco, (i) in its reasonable discretion, the Administrative Agent shall have approved the formation of such Person in writing at least two (2) Business Days but no more than seven (7) Business Days prior to the filing of any Organizational Documents with any Governmental Authority, (ii) substantially contemporaneously with the formation of Newco, the Borrowers shall have caused Newco to join as a Guarantor under this Agreement and the applicable Loan Documents and to grant security interests in and Liens on Newco’s assets, all as set forth in Section 10.1.9 of this Agreement but without regard to the forty-five (45) day period identified in such Section 10.1.9, and (iii) substantially contemporaneously with the opening of any Deposit Account (other than any Exempt Deposit Account) by Newco, the Borrowers shall have caused Newco and the relevant Deposit Account Bank to enter into a Deposit Account Control Agreement as set forth in Section 7.4.2 of this Agreement.”
Canadian Subsidiaries. Notwithstanding anything in the Loan Documents to the contrary, the Borrower and its Restricted Subsidiaries shall not make any additional Investment in, nor transfer any cash or other assets to, EERG Energy ULC or AEE Canada Inc., and such Subsidiaries shall remain dormant pending their dissolution pursuant to Section 5.18(a).
Canadian Subsidiaries. Borrower shall not conduct business operations in the following Canadian Subsidiaries: Trupanion Alberta Holding Company, ULC and Trupanion Canadian Shareholders, Ltd. None of the foregoing Canadian Subsidiaries shall hold more than Fifty Thousand Dollars ($50,000) in current assets.
Canadian Subsidiaries. (a) Schedule D4(a) in the Corporation Disclosure Letter sets forth a list which is complete and accurate in all material respects, as of the date of this Agreement, of all Persons in which Corporation owns or controls, directly or indirectly, any material equity or proprietary interest indicating (A) the name and jurisdiction of incorporation, organization or formation of such Person, and (B) the percentage owned directly or indirectly by the Corporation. Except as disclosed in Schedule D4(a) of the Corporation Disclosure Letter, the Corporation does not own, beneficially or of record, any material equity interests of any kind in any other Person.
Canadian Subsidiaries. Where Canadian Subsidiaries which are not Canadian Guarantors (the "Non-Guarantor Canadian Subsidiaries") shall at any time (the "Canadian Threshold Requirement"):
Canadian Subsidiaries. ACC Corp. shall prepay the Loans in an amount equal to the Net Cash Proceeds received by a Canadian Subsidiary (i) under the business interruption insurance policy of any such Person with respect to any claim pending on the date hereof and (ii) in connection with any equity offering described in Section 2.3(d). Each such repayment shall be used within three (3) Business Days of receipt thereof to prepay all outstanding Loans on a PRO RATA basis under each Sublimit.
