Dormant Subsidiaries. (a) To the extent that any Proposed Dormant Subsidiary is not a Dormant Subsidiary on the date being 12 months from the Closing Date, the Company shall ensure that such Proposed Dormant Subsidiary: (i) grants such Security as the Agent may require (acting reasonably); and (ii) becomes an Additional Guarantor in accordance with Clause 29.4 (Additional Guarantors), in each case subject to the Agreed Security Principles and if and to the extent required to ensure the Coverage Test is complied with. (b) No Obligor shall (and the Company shall ensure no member of the Restricted Group will) cause or permit any member of the Restricted Group which is a Dormant Subsidiary to commence trading or cease to satisfy the criteria for a Dormant Subsidiary unless, subject to the Agreed Security Principles, such Dormant Subsidiary becomes an Additional Guarantor if and to the extent required pursuant to Clause 29.4 (Additional Guarantors). (c) No Proposed Dormant Subsidiary shall trade, carry on any business or acquire any assets or incur any liability except as required to give effect to such Proposed Dormant Subsidiary becoming a Dormant Subsidiary in accordance with Clause 25.5(a).
Appears in 6 contracts
Samples: Senior Revolving Facility Agreement (Nord Anglia Education, Inc.), Amendment and Restatement Agreement (Nord Anglia Education, Inc.), Revolving Facility Agreement (Nord Anglia Education, Inc.)
Dormant Subsidiaries. (a) To the extent that any Proposed Dormant Subsidiary is not a Dormant Subsidiary or has not been liquidated pursuant to a Permitted Liquidation on the date being 12 18 months from the Closing Date, the Company Parent shall ensure that such Proposed Dormant Subsidiary:
(i) grants such Transaction Security as the Primary Collateral Agent may require (acting reasonably); and
(ii) becomes an Additional additional Guarantor in accordance with Clause 29.4 (Additional Guarantors)Section 5.15, in each case subject to the Agreed Security Principles and if and to the extent required to ensure the Coverage Test is complied with.
(b) No Obligor Credit Party shall (and the Company Parent shall ensure no member of the Restricted Group will) cause or permit any member of the Restricted Group which is a Dormant Subsidiary to commence trading or cease to satisfy the criteria for a Dormant Subsidiary unless, subject to the Agreed Security Principles, such Dormant Subsidiary becomes an Additional additional Guarantor if and to the extent required pursuant to Clause 29.4 (Additional Guarantors)Section 5.15.
(c) No Proposed Dormant Subsidiary shall trade, carry on any business or acquire any assets or incur any liability except as required to give effect to such Proposed Dormant Subsidiary becoming a Dormant Subsidiary in accordance with Clause 25.5(aSection 5.6(a).
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Nord Anglia Education, Inc.)
Dormant Subsidiaries. (a) To the extent that any Proposed Dormant Subsidiary is not a Dormant Subsidiary on the date being 12 18 months from the Closing Date, the Company Parent shall ensure that such Proposed Dormant Subsidiary:
(i) grants such Transaction Security as the Primary Collateral Agent may require (acting reasonably); and
(ii) becomes an Additional additional Guarantor in accordance with Clause 29.4 (Additional Guarantors)Section 5.15, in each case subject to the Agreed Security Principles and if and to the extent required to ensure the Coverage Test is complied with.
(b) No Obligor Credit Party shall (and the Company Parent shall ensure no member of the Restricted Group will) cause or permit any member of the Restricted Group which is a Dormant Subsidiary to commence trading or cease to satisfy the criteria for a Dormant Subsidiary unless, subject to the Agreed Security Principles, such Dormant Subsidiary becomes an Additional additional Guarantor if and to the extent required pursuant to Clause 29.4 (Additional Guarantors)Section 5.15.
(c) No Proposed Dormant Subsidiary shall trade, carry on any business or acquire any assets or incur any liability except as required to give effect to such Proposed Dormant Subsidiary becoming a Dormant Subsidiary in accordance with Clause 25.5(aSection 5.6(a).
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Nord Anglia Education, Inc.)