We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Common use of Designated Entities Clause in Contracts

Designated Entities. Notwithstanding anything to the contrary contained herein (including this Article): (a) neither the Borrower nor any Restricted Subsidiary shall make any Investment in or otherwise transfer any asset to any Designated Entity other than (i) pursuant to cash loans evidenced by promissory notes that are pledged as Collateral under the Security Documents (but released upon the Release Date); provided, that to the extent any Designated Entity has Contractual Obligations existing on the Closing Date which prohibit the incurrence by such Designated Entity of Indebtedness (including pursuant to such promissory notes), the Borrower and the Restricted Subsidiaries may, to the extent of such prohibitions, make cash equity contributions to such Designated Entity, (ii) credit support provided in the ordinary course of business to support obligations other than Debt of such Designated Entity (such as and including posting of cash and/or letters of credit, delivery of performance guarantees or similar agreements and arrangements to guaranty the timely and complete performance of such Designated Entity) and (iii) Investments and transfers of assets (other than cash, Cash Equivalents, or any power generation facility) and payments for goods and services in the ordinary course of business; and (b) no Designated Entity shall incur or permit to exist any Indebtedness other than (i) pursuant to clause (a)(i) above, (ii) Existing Indebtedness in respect of which it is obligated and (iii) Permitted Refinancing Indebtedness with respect to any such Existing Indebtedness.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Reliant Energy Inc)

Designated Entities. Notwithstanding anything to the contrary contained herein (including this Article): (a) neither the Borrower nor any Restricted Subsidiary shall make any Investment in or otherwise transfer any asset to any Designated Entity other than (i) pursuant to cash loans evidenced by promissory notes that are pledged as Collateral under the Security Documents (but released upon the Release Date)Documents; provided, that to the extent any Designated Entity has Contractual Obligations existing on the Closing Date December 22, 2004 which prohibit the incurrence by such Designated Entity of Indebtedness (including pursuant to such promissory notes), the Borrower and the Restricted Subsidiaries may, to the extent of such prohibitions, make cash equity contributions to such Designated Entity, (ii) credit support provided in the ordinary course of business to support obligations other than Debt of such Designated Entity (such as and including posting of cash and/or letters of credit, delivery of performance guarantees or similar agreements and arrangements to guaranty the timely and complete performance of such Designated Entity) and (iii) Investments and transfers of assets (other than cash, Cash Equivalents, or any power generation facility) and payments for goods and services in the ordinary course of business; and (b) no Designated Entity shall incur or permit to exist any Indebtedness other than (i) pursuant to clause (a)(i) above, (ii) Existing Indebtedness in respect of which it is obligated and (iii) Permitted Refinancing Indebtedness with respect to any such Existing Indebtedness.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Reliant Energy Inc)

Designated Entities. Notwithstanding anything to the contrary contained herein (including this Article): (a) other than with respect to the Retail Group, the IP Trust and the IT Trust, which are governed by clause (b), neither the Borrower nor any Restricted Subsidiary shall make any Investment in or otherwise transfer any asset to any Designated Entity Entity, other than (i) pursuant to cash loans evidenced by promissory notes that are pledged as Collateral under the Security Documents (but released upon the Release Date); provided, that to the extent any such Designated Entity has Contractual Obligations existing on the Closing Date which prohibit the incurrence by such Designated Entity of Indebtedness (including pursuant to such promissory notes), the Borrower and the Restricted Subsidiaries may, to the extent of such prohibitions, make cash equity contributions to such Designated Entity, (iiiii) credit support provided in the ordinary course of business to support obligations other than Debt of such Designated Entity (such as and including posting of cash and/or letters of credit, delivery of performance guarantees or similar agreements and arrangements to guaranty the timely and complete performance of such Designated Entity) and ), (iiiiv) Investments and transfers of assets (other than cash, Cash Equivalents, or any power generation facility) and payments for goods and services in the ordinary course of business; provided, that the Borrower or a Restricted Subsidiary may sell the Transferred Assets to the Purchaser Subsidiary pursuant to the terms of any Permitted Sale, and (v) Investments by a Designated Entity in the direct or indirect parents or Subsidiaries of such Designated Entity; (b) neither the Borrower nor any Restricted Subsidiary (other than a Subsidiary in the Retail Group or IT Trust or IP Trust) shall make any Investment in or otherwise transfer any asset to Retail Holdco, any of its Subsidiaries, the IP Trust or the IT Trust, other than (i) pursuant to cash loans evidenced by promissory notes that are pledged as Collateral under the Security Documents (but released upon the Release Date); provided, that to the extent Retail Holdco or any of its Subsidiaries has Contractual Obligations existing on the Effective Date, including under the Sleeve Documents, which prohibit the incurrence of Indebtedness (including pursuant to such promissory notes), the Borrower and the Restricted Subsidiaries may, to the extent of such prohibitions, make cash equity contributions in an aggregate amount not in excess of $100,000,000 during the term of this Agreement to Retail Holdco or any of its Subsidiaries on any date (referred to as a “Contribution Date”), but then only if (A) no Default has occurred and is continuing or would result therefrom, (B) no “Default” under (and as defined in) either the Working Capital Agreement or the Reimbursement Agreement has occurred and is continuing or would result therefrom and (C) the proceeds of such equity contributions are used only for the ordinary course of business working capital obligations of the Retail Group (and not to repay any principal amount outstanding under the Working Capital Agreement) or to fund Acquisitions by any of the Retail Group to the extent permitted hereunder, (ii) pursuant to the Parent Services Agreement, any of the IP/IT Agreements or any documents entered into in respect of the PJM Retail Business, (iii) the transfer of the Retail Energy Business to Retail Holdco in accordance with the terms of the Sleeve Documents, (iv) Investments and transfers of the assets used in the PJM Retail Business on the date on which RESE becomes party to the Reimbursement Agreement, (v) transfers of assets (other than cash, Cash Equivalents, or any power generation facility) and payments for, and sales of, goods and services in the ordinary course of business, and transfers of cash to the IT Trust or the IP Trust for the acquisition of goods and services for the use by the IT Trust or the IP Trust in the ordinary course of business to provide the services under the IP/IT Trust Agreements, (vi) credit support (whether in the form of guarantees, cash or letters of credit), for REPS, RERS or the IT Trust that are outstanding on the Effective Date; provided, that, other than with respect to the guarantee by the Borrower of the obligations owing by certain of its Affiliates under the Accenture Agreement, the Borrower agrees to use commercially reasonable efforts to cause counterparties thereto to release the Borrower and such Restricted Subsidiaries from the obligations thereunder, and (vii) the Investments in and transfer of assets to the IP Trust and the IT Trust by the Borrower and its Subsidiaries pursuant to the IP/IT Agreements; (c) neither Retail Holdco nor any of its Subsidiaries shall consummate any Acquisitions for consideration, singly or in the aggregate after the Effective Date, in excess of $100,000,000; and (bd) no Designated Entity shall incur or permit to exist any Indebtedness other than (i) pursuant to clause (a)(i) or (b)(i) above, (ii) Existing Indebtedness in respect of which it is obligated and obligated, (iii) Permitted Refinancing Indebtedness with respect to any such Existing Indebtedness, (iv) in the case of the Retail Group, Indebtedness permitted by clause (t) of Section 7.3 or (v) Indebtedness incurred by REMA, OPH or their respective Subsidiaries pursuant to clause (s) of Section 7.3 in an amount not to exceed $200,000,000 at any time outstanding, but only if the proceeds of such Indebtedness are applied to environmental remediation and upgrade of fixed or capital assets to comply with applicable law.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Reliant Energy Inc)