Designation of Subsidiaries as Unrestricted Subsidiaries Sample Clauses

Designation of Subsidiaries as Unrestricted Subsidiaries. The Borrower Agent may, at any time after the Closing Date upon written notice to, and with the prior written consent (which may be given, withheld or conditioned at the Administrative Agent’s sole option) of, the Administrative Agent, designate any Restricted Subsidiary of a Loan Party (other than another Loan Party) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided, that (i) immediately before and after such designation and on a Pro Forma Basis as of the end of the most recent Measurement Period, no Default or Event of Default shall have occurred and be continuing, (ii) at all times, none of Borrower Agent or its Restricted Subsidiaries shall contribute or otherwise transfer any material Intellectual Property to any Unrestricted Subsidiary or designate any Subsidiary that owns (whether by way of a license agreement or otherwise) material Intellectual Property or other assets necessary for the business of the Loan Parties as an Unrestricted Subsidiary, (iii) at all times, each Subsidiary to be designated as an Unrestricted Subsidiary (and its Subsidiaries) has not at the time of such designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become liable with respect to any Indebtedness owing to, or pursuant to which the lender thereunder or any other party thereto has recourse to, any Loan Party or other Restricted Subsidiary or to any assets of any Loan Party or other Restricted Subsidiary, (iv) at all times, no Loan Party shall have at any time any liability for any Indebtedness or other obligations of any Unrestricted Subsidiary, except to the extent permitted as to any unaffiliated Person under the Loan Documents, (v) in the case of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary, (A) the Payment Conditions would be satisfied on a Pro Forma Basis after giving effect to such designation, and (B) after giving thereto, Unrestricted Subsidiaries may not, in the aggregate, represent more than 2.5% of the total assets or total revenue of the Company and its Subsidiaries on a consolidated basis, and (vi) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof shall constitute (x) an Investment by the Company therein at the date of designation in an amount equal to the Fair Market Value of the Co...
Sample 1Sample 2See All (7)
AutoNDA by SimpleDocs
Designation of Subsidiaries as Unrestricted Subsidiaries. Designate a Subsidiary as an Unrestricted Subsidiary other than concurrently with the creation or acquisition thereof.
Sample 1Sample 2
Designation of Subsidiaries as Unrestricted Subsidiaries. Other than in accordance with this Section 7.20, designate a Subsidiary as an Unrestricted Subsidiary other than concurrently with the creation or acquisition thereof. Notwithstanding anything to the contrary contained in this Agreement, so long as (a) no Default or Event of Default would result therefrom (including, on a pro forma basis, pursuant to Section 7.1) and (b) the Australian Subsidiary has, concurrently with such designation, paid to the Borrower in full in cash an amount equal to the greater of (i) the Australian Intercompany Loans and (ii) the amount of Consolidated EBITDA attributable to the Australian Subsidiary for the most recent period of four consecutive fiscal quarters for which the relevant financial information is available multiplied by the then applicable Consolidated Leverage Ratio required by Section 7.1(a), the Borrower may designate each of the Australian Subsidiary and its direct parent as an Unrestricted Subsidiary to the extent each otherwise qualifies as an Unrestricted Subsidiary. Notwithstanding anything to the contrary contained in this Agreement, so long as (a) no Default or Event of Default would result therefrom (including, on a pro forma basis, pursuant to Section 7.1) and (b) the relevant Specified Non-Wholly Owned Subsidiary has, concurrently with such designation, paid to the Borrower or the relevant Wholly Owned Qualifying Subsidiary Guarantor, as applicable, in full in cash an amount equal to the greater of (i) the obligations under its Specified Intercompany Note and (ii) the amount of Consolidated EBITDA attributable to such Specified Non-Wholly Owned Subsidiary for the most recent period of four consecutive fiscal quarters for which the relevant financial information is available pursuant to clause (x) of the definition of "Consolidated EBITDA" multiplied by 7.50, the Borrower may designate such Specified Non-Wholly Owned Subsidiary as an Unrestricted Subsidiary to the extent it otherwise qualifies as an Unrestricted Subsidiary. If any Subsidiary is designated as an Unrestricted Subsidiary pursuant to either of the preceding sentences, (i) the Liens on the assets of such Subsidiary created by the Security Documents to which such Subsidiary is a party will be released and all obligations (other than those expressly stated to survive such termination) of such Subsidiary under such Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person and (ii) such Subs...
Sample 1

Related to Designation of Subsidiaries as Unrestricted Subsidiaries

  • Designation of Unrestricted Subsidiaries The Borrower Representative may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notes.

  • Designation of Subsidiaries The board of directors of the Borrower may, at any time from and after the Closing Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Section 8.1 on a pro forma basis, (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary, (iv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together with all other Unrestricted Subsidiaries as of such date of designation, must not have contributed greater than the greater of (A) $50,000,000 and (B) 1.0% of Consolidated Total Tangible Assets (but, notwithstanding the definition of Consolidated Total Tangible Assets, calculated inclusive of all Unrestricted Subsidiaries), as of the last day of the Reference Period then most recently ended and (v) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if, upon the effectiveness of such designation, such Subsidiary is and would continue to be a restricted subsidiary under the terms of any Material Indebtedness of the Borrower or any of its Restricted Subsidiaries. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower or the applicable Restricted Subsidiary therein at the date of designation in an amount equal to the fair market value of the Borrower’s or the applicable Restricted Subsidiary’s investment therein. None of the Borrower or any Restricted Subsidiary shall at any time be directly or indirectly liable for any Indebtedness that provides the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of an Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower or the applicable Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrower’s or such Restricted Subsidiary’s Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any Designated IP Subsidiary shall be permitted to be an Unrestricted Subsidiary.

  • Designation of Restricted and Unrestricted Subsidiaries The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary” if the designation would not cause a Default. All outstanding Investments owned by the Company and its Restricted Subsidiaries in the designated Unrestricted Subsidiary will be treated as an Investment made at the time of the designation and will either reduce the amount available for Restricted Payments under Section 4.07(a) or be a Permitted Investment, as applicable. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The designation will not be permitted if such Investment would not be permitted as a Restricted Payment or Permitted Investment at that time and if such Restricted Subsidiary does not otherwise meet the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company shall be in default of such Section 4.09. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Notwithstanding the foregoing, no Subsidiary of the Company shall be designated an Unrestricted Subsidiary during any Suspension Period.

Time is Money Join Law Insider Premium to draft better contracts faster.