Common use of Designation of Subsidiaries Clause in Contracts

Designation of Subsidiaries. (a) Subject to Section 2.18(b), the board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Subsidiary that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Appears in 9 contracts

Samples: Credit Agreement (Mission Broadcasting Inc), Credit Agreement (Mission Broadcasting Inc), Credit Agreement (Nexstar Broadcasting Group Inc)

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Designation of Subsidiaries. (a) Subject to Section 2.18(b)6.11(b) below, the board of directors of the Borrower General Partner may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Subsidiary that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower MLP therein at the date of designation in an amount equal to the fair market value Fair Market Value of the BorrowerMLP’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Appears in 8 contracts

Samples: Credit Agreement, Credit Agreement (SunCoke Energy Partners, L.P.), Term Loan Credit Agreement (SunCoke Energy Partners, L.P.)

Designation of Subsidiaries. (a) Subject to Section 2.18(b)6.13(b) below, the board of directors of the Parent Borrower may at any time designate any Restricted Subsidiary (other than the Subsidiary Borrower) as an Unrestricted Subsidiary or any Subsidiary that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the fair market value of the Parent Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Appears in 7 contracts

Samples: Credit Agreement (Restaurant Brands International Inc.), Credit Agreement (Restaurant Brands International Limited Partnership), Credit Agreement (Restaurant Brands International Inc.)

Designation of Subsidiaries. (a) Subject to Section 2.18(b)6.14(b) below, the board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Subsidiary that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Appears in 6 contracts

Samples: Consent (CEB Inc.), Credit Agreement (CEB Inc.), Credit Agreement (Corporate Executive Board Co)

Designation of Subsidiaries. (a) Subject to Section 2.18(b), the board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Subsidiary that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s 's investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Appears in 5 contracts

Samples: Credit Agreement (Nexstar Broadcasting Group Inc), Credit Agreement (Nexstar Broadcasting Group Inc), Credit Agreement (Nexstar Broadcasting Group Inc)

Designation of Subsidiaries. (a) Subject to Section 2.18(b)5.13(b) below, the board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Subsidiary that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the such Borrower therein at the date of designation in an amount equal to the fair market value Fair Market Value of the such Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Appears in 5 contracts

Samples: Credit Agreement (Hill-Rom Holdings, Inc.), Credit Agreement (Hill-Rom Holdings, Inc.), Credit Agreement (Hill-Rom Holdings, Inc.)

Designation of Subsidiaries. (a) Subject to Section 2.18(b)6.14(b) below, the board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Subsidiary that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market net book value of the Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Appears in 4 contracts

Samples: Term Loan Credit Agreement (SMART Technologies Inc.), Abl Credit Agreement (SMART Technologies Inc.), Second Lien Credit Agreement (SMART Technologies Inc.)

Designation of Subsidiaries. (a) Subject to Section 2.18(b)6.13(b) below, the board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Subsidiary that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such previously Unrestricted Subsidiary existing at such time.

Appears in 4 contracts

Samples: Term Loan Credit Agreement (RumbleOn, Inc.), Term Loan Credit Agreement (RumbleOn, Inc.), Term Loan Credit Agreement (RumbleOn, Inc.)

Designation of Subsidiaries. (a) Subject to Section 2.18(b)6.13(b) below, the board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Subsidiary that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower applicable Loan Party therein at the date of designation in an amount equal to the fair market value of the Borrowersuch Loan Party’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Appears in 4 contracts

Samples: Credit Agreement (Utz Brands, Inc.), Bridge Credit Agreement (Utz Brands, Inc.), Credit Agreement (Collier Creek Holdings)

Designation of Subsidiaries. (a) Subject to Section 2.18(b)6.11(b) below, the board of directors of the Borrower Parent may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Subsidiary that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower Parent therein at the date of designation in an amount equal to the fair market value Fair Market Value of the BorrowerParent’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Appears in 3 contracts

Samples: Credit Agreement (SunCoke Energy, Inc.), Credit Agreement (SunCoke Energy, Inc.), Credit Agreement (SunCoke Energy, Inc.)

Designation of Subsidiaries. (a) Subject to Section 2.18(b)Sections 5.17(b) and (c) below, the board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Subsidiary that is an Unrestricted Subsidiary as a Restricted Subsidiary. The ; provided that (i) the designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s investment therein. The Investment therein and (ii) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Appears in 2 contracts

Samples: Term Loan Credit and Guaranty Agreement (2U, Inc.), Term Loan Credit and Guaranty Agreement (2U, Inc.)

Designation of Subsidiaries. (a) Subject to Section 2.18(b)6.12(b) below, the board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Subsidiary that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value Fair Market Value of the Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Appears in 2 contracts

Samples: Credit Agreement (SunCoke Energy, Inc.), Credit Agreement (SunCoke Energy, Inc.)

Designation of Subsidiaries. (a) Subject to Section 2.18(b), the board of directors of the The Parent Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Subsidiary that is an Unrestricted Subsidiary as a Restricted Subsidiary; provided that immediately after such designation, no Default or Event of Default shall have occurred and be continuing. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the fair market value Fair Market Value of the Parent Borrower’s investment Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Appears in 2 contracts

Samples: Credit Agreement (Patheon Inc), Credit Agreement (JGWPT Holdings Inc.)

Designation of Subsidiaries. (a) Subject to Section 2.18(b)6.14(b) below, the board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Subsidiary that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market net book value of the Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Appears in 2 contracts

Samples: Credit Agreement (Epicor International Holdings, Inc.), Credit Agreement (Epicor Software Corp)

Designation of Subsidiaries. (a) Subject to Section 2.18(b)6.14(b) below, the board of directors of the Borrower Borrowers may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Subsidiary that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower Borrowers therein at the date of designation in an amount equal to the fair market value of the Borrower’s Borrowers investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Appears in 2 contracts

Samples: Abl Credit Agreement (Cole Haan, Inc.), Abl Credit Agreement (Cole Haan, Inc.)

Designation of Subsidiaries. (a) Subject to Section 2.18(b), the board of directors of the The Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Subsidiary that is an Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary if no Default or Event of Default exists or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Appears in 2 contracts

Samples: Credit Agreement (Phibro Animal Health Corp), Credit Agreement (Phibro Animal Health Corp)

Designation of Subsidiaries. (a) Subject to Section 2.18(b), the board of directors of the Borrower Representative may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Subsidiary that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower Representative therein at the date of designation in an amount equal to the fair market value of the BorrowerBorrower Representative’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Appears in 2 contracts

Samples: Credit Agreement (Media General Inc), Credit Agreement (Media General Inc)

Designation of Subsidiaries. (a) Subject to Section 2.18(b)6.14(b) below, the board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Subsidiary that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Appears in 2 contracts

Samples: Credit Agreement (Cole Haan, Inc.), Credit Agreement (CEB Inc.)

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Designation of Subsidiaries. (ada) Subject to Section 2.18(b)6.13(b) below, the board of directors of the Parent Borrower may at any time designate any Restricted Subsidiary (other than the Subsidiary Borrower) as an Unrestricted Subsidiary or any Subsidiary that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the fair market value of the Parent Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Appears in 1 contract

Samples: Credit Agreement (Restaurant Brands International Inc.)

Designation of Subsidiaries. (a) Subject to Section 2.18(b)5.13(b) below, the board of directors of the Borrower Borrowers may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Subsidiary that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower Borrowers therein at the date of designation in an amount equal to the fair market value of the Borrower’s Borrowers’ investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Appears in 1 contract

Samples: Credit Agreement (Paycor Hcm, Inc.)

Designation of Subsidiaries. (a) Subject to Section 2.18(b)clauses (b) and (c) below, the board of directors of the Parent Borrower may at any time designate any Restricted Subsidiary (other than the Co-Borrower) as an Unrestricted Subsidiary or any Subsidiary that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower Borrowers therein at the date of designation in an amount equal to the fair market value of the Borrower’s Borrowers’ investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Appears in 1 contract

Samples: Restatement Agreement (NortonLifeLock Inc.)

Designation of Subsidiaries. (a) Subject to Section 2.18(b)5.13(b) below, the board of directors of the Lead Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Subsidiary that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the such Borrower therein at the date of designation in an amount equal to the fair market value Fair Market Value of the such Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Appears in 1 contract

Samples: Credit Agreement (Hill-Rom Holdings, Inc.)

Designation of Subsidiaries. (a) 94. Subject to Section 2.18(b)6.13(b) below, the board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Subsidiary that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower applicable Loan Party therein at the date of designation in an amount equal to the fair market value of the Borrowersuch Loan Party’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Appears in 1 contract

Samples: Bridge Credit Agreement (Utz Brands, Inc.)

Designation of Subsidiaries. (a) Subject to Section 2.18(b)6.13(b) below, the board of directors of the Administrative Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Subsidiary that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower applicable Loan Party therein at the date of designation in an amount equal to the fair market value of the Borrowersuch Loan Party’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Appears in 1 contract

Samples: Abl Credit Agreement (Collier Creek Holdings)

Designation of Subsidiaries. (a) Subject to Section 2.18(b)6.13(b) below, the board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Subsidiary that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Appears in 1 contract

Samples: Credit Agreement (Heinz H J Co)

Designation of Subsidiaries. (a) Subject to Section 2.18(b), the board of directors of the The Parent Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Subsidiary that is an Unrestricted Subsidiary as a Restricted Subsidiary; provided that immediately after such designation, no Default or Event of Default shall have occurred and be continuing. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Parent Borrower therein at the date of designation in an amount equal to the fair market value Fair Market Value of the Parent Borrower’s investment Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness Indebtedness, Liens or Liens Investments of such Subsidiary existing at such time.

Appears in 1 contract

Samples: Credit Agreement (PGT, Inc.)

Designation of Subsidiaries. (a) Subject to Section 2.18(b)6.14(b) below, the board of directors of the Borrower Company may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Subsidiary that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower Company therein at the date of designation in an amount equal to the fair market net book value of the BorrowerCompany’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Appears in 1 contract

Samples: Holdings Credit Agreement (SMART Technologies Inc.)

Designation of Subsidiaries. (a) Subject to Section 2.18(b)clauses (b) and (c) below, the board of directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Subsidiary that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Appears in 1 contract

Samples: Credit Agreement (RingCentral, Inc.)

Designation of Subsidiaries. (a) Subject to Section 2.18(b)6.13(b) below, the board of directors of the Borrower may at any time designate any Restricted Subsidiary (other than theany Co-Borrower) as an Unrestricted Subsidiary or any Subsidiary that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower applicable Loan Party therein at the date of designation in an amount equal to the fair market value of the Borrowersuch Loan Party’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Appears in 1 contract

Samples: Term Loan Agreement (United Natural Foods Inc)

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