Certain Obligations Respecting Subsidiaries. (a) The Borrower will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that Parent, and all U. S. Subsidiaries of the Borrower are guarantors of the Secured Obligations and that all of the equity and material assets (other than Excluded Assets) of the Borrower and all Guarantors are subject to a first priority Lien securing the Secured Obligations, subject to no other Lien except Permitted Liens and subject to Permitted Perfection Limitations. Without limiting the generality of the foregoing, in the event that the Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary (which it shall only do in conformity with the provisions of this Agreement), the Borrower, contemporaneously with the formation or acquisition of such new Subsidiary: (i) will execute and deliver, such documents as shall be necessary to cause (without duplication) all of the Capital Stock of any new Venture owned by GB Ventures or QIG, any new U.S. Subsidiary and up to a maximum of sixty-six percent (66%) of the Capital Stock of any new First-Tier Foreign Subsidiary of the Borrower or of a Guarantor to be duly pledged (on a first-priority perfected basis) to secure the Secured Obligations; (ii) will cause each new U.S. Subsidiary to execute and deliver a Subsidiary Suretyship Agreement (or a joinder thereto), joinders to the Security Agreements and Pledge Agreements, UCC-1 financing statements, and such other documents as may be necessary to cause such new U.S. Subsidiary to be a guarantor of the Secured Obligations and its material assets (other than Excluded Assets) to be pledged to secure such guaranty; and (iii) will cause such new U.S. Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.1 (Conditions to Initial Funding) upon the Closing Date or as the Administrative Agent shall have requested, and to take such other action as the Administrative Agent shall request to perfect the security interest in the Capital Stock and material assets (other than Excluded Assets) of such new U.S. Subsidiary created pursuant to the Loan Documents.
Certain Obligations Respecting Subsidiaries. The Borrower will take such action, and will cause each of its Significant Subsidiaries and any Significant Subsidiary formed with the intent of merging with or into a Person that will be a Significant Subsidiary subject to this provision to take such action, from time to time as shall be necessary to ensure that all Significant Subsidiaries of the Borrower are party to, as Loan Parties, the Guaranty provided in Article VII hereof. Without limiting the generality of the foregoing, in the event that the Borrower or any of its Significant Subsidiaries shall form or acquire any new Significant Subsidiary, the Borrower or the respective Significant Subsidiary will cause such new Significant Subsidiary to (A) become a party hereto and to the Guaranty pursuant to a written instrument in form and substance satisfactory to the Administrative Agent, and (B) deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents relating to the foregoing as is consistent with those delivered by each Loan Party pursuant to Article III hereof, or as any Lender or the Administrative Agent shall have reasonably requested.
Certain Obligations Respecting Subsidiaries. (a) The Company will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Company and each of its Subsidiaries at all times owns (subject only to the Lien of the Security Documents) all of the issued and outstanding shares of each class of Capital Stock of each of such Person's Subsidiaries (other than, in each case, Capital Stock of Excluded Subsidiaries). Without limiting the generality of the foregoing, the Company shall not, and shall not permit any of its Subsidiaries to, sell, transfer or otherwise dispose of any shares of stock in any Subsidiary (other than an Excluded Subsidiary) owned by them, nor permit any Subsidiary of the Company (other than an Excluded Subsidiary) to issue any shares of Capital Stock of any class whatsoever to any Person (other than to the Company or to another Wholly-Owned Subsidiary or pursuant to Section 9.12 hereof). In the event that any such additional shares of Capital Stock shall be issued by any Subsidiary of the Company, the Company agrees forthwith to deliver to the Administrative Agent pursuant to the Security Documents the certificates Credit Agreement ----------------
Certain Obligations Respecting Subsidiaries. Each Credit Party will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that the percentage of the issued and outstanding shares of Capital Stock of any class or character owned by it in any of its Subsidiaries on the Closing Date is not at any time decreased, other than by reason of transfers to another Credit Party.
Certain Obligations Respecting Subsidiaries. (a) The Borrower will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that each of its Subsidiaries is a Wholly Owned Subsidiary.
Certain Obligations Respecting Subsidiaries. Further Assurances 60 Section 8.13. Termination of Non-Permitted Liens 60 Section 8.14. Intellectual Property 61 Section 8.15. ERISA Compliance 61 Section 8.16. Cash Management 61 Section 8.17. Post-Closing Obligations 61 Section 8.18. Milestone 61 Section 8.19. Icagen-T Lien 62 Section 8.20. Board Observer Rights 62 Section 8.21. Cash Flow 62 Section 8.22. Sanofi Agreement 62 Section 8.23. Tucson Real Estate 62 Section 8.24. Series C Capital Raise 62 Section 8.25. Subordinated Notes 63 Section 8.26. Real Estate Broker 63 Section 8.27. Sale of North Carolina Business 63 Section 8.28. Amendment to Mortgage 63 Section 9. Negative Covenants 63 Section 9.01. Indebtedness 63 Section 9.02. Liens 65 Section 9.03. Fundamental Changes and Acquisitions 67 Section 9.04. Lines of Business 68 Section 9.05. Investments 68 Section 9.06. Restricted Payments 69 Section 9.07. Payments of Indebtedness 70 Section 9.08. Change in Fiscal Year 70 Section 9.09. Sales of Assets, Etc 70 Section 9.10. Transactions with Affiliates 71 Section 9.11. Restrictive Agreements 71 Section 9.12. Modifications and Terminations of Material Agreements and Organic Documents 72 Section 9.13. Licensing of Intellectual Property 72 Section 9.14. Sales and Leasebacks 72 Section 9.15. Hazardous Material 72 Section 9.16. Accounting Changes 72 Section 9.17. Compliance with ERISA 72 Section 10. Financial Covenants 72 Section 10.01. Minimum Liquidity 72 Section 10.02. Minimum Revenue 73 Section 11. Events of Default 73 Section 11.01. Events of Default 73 Section 11.02. Remedies 76 Section 11.03. Additional Remedies 76 Section 11.04. Prepayment Premium and Redemption Price 77 Section 12. Guarantee 77 Section 12.01. The Guarantee 77 Section 12.02. Obligations Unconditional 78 Section 12.03. Reinstatement 78 Section 12.04. Subrogation 79 Section 12.05. Remedies 79 Section 12.06. Instrument for the Payment of Money 79 Section 12.07. Continuing Guarantee 79 Section 12.08. Rights of Contribution 79 Section 12.09. General Limitation on Guarantee Obligations 80 Section 13. Administrative Agent 80 Section 13.01. Appointment 80 Section 13.02. Rights as a Lender 81 Section 13.03. Exculpatory Provisions 81 Section 13.04. Reliance by Administrative Agent 82 Section 13.05. Delegation of Duties 82 Section 13.06. Resignation of Agent 83 Section 13.07. Non-Reliance on Administrative Agent and Other Lenders 83 Section 13.08. Administrative Agent May File Proofs of Claim 84 Section 13.09. Collateral and Guaranty Matters; App...
Certain Obligations Respecting Subsidiaries. 70 SECTION 6.12.
Certain Obligations Respecting Subsidiaries. (a) The Company will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that each of its Subsidiaries is a Wholly Owned Subsidiary.
Certain Obligations Respecting Subsidiaries. (a) The Obligors will take such action from time to time as shall be necessary to ensure that each Obligor maintains its percentage ownership interest in each of the Subsidiary Guarantors as set forth on Schedule III hereto.
Certain Obligations Respecting Subsidiaries. The Guarantor will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Guarantor or any Subsidiary of the Guarantor, or pay any Indebtedness owed to the Guarantor or a Subsidiary of the Guarantor, (b) make loans or advances to the Guarantor or (c) transfer any of its properties or assets to the Guarantor, except for (x) such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Guaranty or any other Credit Document and (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Guarantor or a Subsidiary of the Guarantor and (y) issuances by Subsidiaries of preferred stock.
