Excluded Subsidiaries. (a) If at any time (x) the aggregate cash or Cash Equivalent Investments attributable to all Excluded Subsidiaries except for Excluded Subsidiaries excluded pursuant to clause (C) of the definition of “Excluded Subsidiary” exceeds $5,000,000, the Borrower shall (i) designate sufficient applicable Subsidiaries as “Guarantors” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Guarantors and be subject to the provisions of Section 7.8, or (ii) immediately repatriate cash and/or Cash Equivalent Investments in an aggregate amount sufficient to eliminate such excess, (y) the aggregate portion of the Revenue attributable to (I) an Excluded Subsidiary exceeds 5.0% of the Revenue of the Borrower and its Subsidiaries or (II) all Excluded Subsidiaries except for Excluded Subsidiaries excluded pursuant to clause (C) of the definition of “Excluded Subsidiary” exceeds 10.0% of the Revenue of the Borrower and its Subsidiaries, as applicable, in each case for any period of four consecutive Fiscal Quarters (determined as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 7.1(b) or Section 7.1(c) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 7.1(b) or Section 7.1(c), the most recent financial statements referred to in Section 5.6)), the Borrower shall designate such applicable Excluded Subsidiary or sufficient applicable Subsidiaries as “Guarantors” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Guarantors and be subject to the provisions of Section 7.8 or (z) the aggregate portion of total assets attributable to (I) an Excluded Subsidiary exceeds 5.0% of the consolidated total assets of the Borrower and its Subsidiaries or (II) all Excluded Subsidiaries except for Excluded Subsidiaries excluded pursuant to clause (C) of the definition of “Excluded Subsidiary” exceeds 10.0% of the consolidated total assets of the Borrower and its Subsidiaries, as applicable, in each case for any period of four consecutive Fiscal Quarters (determined as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 7.1(b) or Section 7.1(c) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 7.1(b) or Section 7.1(c), the most recent financial statements referred to in Section 5.6)), the Borrower shall designate such applicable Excluded Subsidiary or sufficient applicable Subsidiaries as “Guarantors” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Guarantors and be subject to the provisions of Section 7.8. (b) Should (x) an Excluded Subsidiary cease to meet the criteria set forth in clauses (i), (ii) or (iii) of clause (A) of the definition thereof, (y) an Excluded Subsidiary hold any exclusive right, title or interest in any material Core Asset or (z) should any not-for-profit Subsidiary (including ▇▇▇▇▇ Molecular Pathology) no longer constitute or be qualified as a “non-for-profit” Person in its jurisdiction of organization, in each case, the Borrower shall designate such Subsidiary as a “Guarantor”, and such Subsidiary shall for all purposes of this Agreement constitute a Guarantor and be subject to the provisions of Section 7.8. (c) On or prior to the date that is 90 days after the Closing Date or such longer period as the Administrative Agent and the Required Lenders may agree in their sole discretion, the Borrower shall cause ▇▇▇▇▇ Research Institute, Inc. to comply with the requirements of Section 7.8 or to be dissolved. From the Closing Date until ▇▇▇▇▇ Research Institute, Inc. either dissolves or complies with the requirements of Section 7.8, it shall be a dormant company with no operations, no assets and no liabilities.
Appears in 2 contracts
Sources: Credit Agreement (Caris Life Sciences, Inc.), Credit Agreement (Caris Life Sciences, Inc.)
Excluded Subsidiaries. (a) If at any time (x) the aggregate cash or Cash Equivalent Investments attributable to all Excluded Subsidiaries except for Excluded Subsidiaries excluded pursuant to clause (C) of the definition of “Excluded Subsidiary” exceeds $5,000,000, the Borrower shall (i) designate sufficient applicable In the event that, at any time, Excluded Subsidiaries as “Guarantors” to eliminate such excessthat are not Obligors have, and such designated Subsidiaries shall for all purposes of this Agreement constitute Guarantors and be subject to in the provisions of Section 7.8, or (ii) immediately repatriate cash and/or Cash Equivalent Investments in an aggregate amount sufficient to eliminate such excessaggregate, (yA) the aggregate portion total Revenues constituting five percent (5.00%) or more of the Revenue attributable to (I) an Excluded Subsidiary exceeds 5.0% total Revenues of the Revenue of the Borrower and its Subsidiaries on a consolidated basis, or (IIB) all total assets constituting five percent (5.00%) or more of the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within thirty (30) days after such time (or such longer time as consented to in writing by Administrative Agent)) Obligors shall cause one or more of such Excluded Subsidiaries except for to become Subsidiary Guarantors in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Excluded Subsidiaries excluded pursuant in the aggregate shall cease to clause have Revenues or assets, as applicable, that meet the thresholds set forth in clauses (CA) of the definition of “and (B) above; provided, that, no Excluded Subsidiary” exceeds 10.0% of the Revenue of the Subsidiary shall be required to become a Subsidiary Guarantor if doing so would result in material adverse tax consequences for Borrower and its Subsidiaries, taken as applicablea whole.
(ii) With respect to each First-Tier Excluded Subsidiary, such Obligor shall grant a security interest and Lien in sixty five percent (65.00%) of each class of voting Equity Interests and 100% of all other Equity Interests in such First-Tier Excluded Subsidiary in favor of the Secured Parties as Collateral for the Obligations, in each case for including entering into any period necessary local law security documents and delivery of four consecutive Fiscal Quarters (determined certificated securities issued by such First-Tier Excluded Subsidiary as required by this Agreement or the Security Agreement. Without limiting the generality of the last day foregoing, in the event that any Obligor shall form or acquire any new Subsidiary that is a First-Tier Excluded Subsidiary, such Obligor will promptly and in any event within thirty (30) days of the most recent Fiscal Quarter for which financial statements have been delivered pursuant formation or acquisition of such Subsidiary (or such longer time as consented to Section 7.1(bby Administrative Agent in writing) or Section 7.1(cgrant a security interest and Lien in sixty five percent (65.00%) of each class of voting Equity Interests and one hundred percent (or, if prior to the date 100.00%) of all other Equity Interests in such First-Tier Excluded Subsidiary in favor of the Secured Parties as Collateral for the Obligations, in each case including entering into any necessary local law security documents and delivery of certificated securities issued by such First-Tier Excluded Subsidiary as required by this Agreement or the first financial statements to be delivered pursuant to Security Agreement.
(iii) For the purposes of this Section 7.1(b) or Section 7.1(c8.12(b), the most recent financial statements referred determination of whether a “material adverse tax consequence” shall be deemed to result from any Foreign Subsidiary becoming a Subsidiary Guarantor shall be made by Administrative Agent in Section 5.6))its reasonable discretion, following consultation with Borrower, taking into consideration and weighing, among others, the Borrower shall designate such applicable Excluded Subsidiary or sufficient applicable Subsidiaries as “Guarantors” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Guarantors and be subject to the provisions of Section 7.8 or following relevant factors: (z1) the aggregate portion magnitude of total an increase in Borrower’s tax liability or a reduction in Borrower’s net operating loss carryforward, taken as a whole; (2) the amount of revenues generated by or assets attributable to accumulated at such Foreign Subsidiary compared with those generated by or accumulated at the Obligors; (I3) an Excluded Subsidiary exceeds 5.0% whether the Loans are over- or under-collateralized; (4) the financial performance of the consolidated total assets of the Borrower and its Subsidiaries or (II) all Excluded Subsidiaries except for Excluded Subsidiaries excluded pursuant to clause (C) of the definition of “Excluded Subsidiary” exceeds 10.0% of the consolidated total assets of the Borrower and its Subsidiaries, taken as applicablea whole, in each case for any period of four consecutive Fiscal Quarters and the Obligors’ ability to perform the Obligations (determined as of other than Warrant Obligations) at such time; and (5) the last day of cost to Borrower and its Subsidiaries balanced against the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 7.1(b) or Section 7.1(c) (or, if prior practical benefit to the date of Lenders (it being understood that the delivery of the first financial statements to be delivered pursuant to Section 7.1(b) or Section 7.1(c), the most recent financial statements referred to in Section 5.6)), the Borrower Administrative Agent shall designate such applicable Excluded Subsidiary or sufficient applicable Subsidiaries as “Guarantors” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Guarantors and be subject give heavier weight to the provisions of Section 7.8.
(b) Should (x) an Excluded Subsidiary cease to meet the criteria factors set forth in clauses (i2) and (3), (ii) or (iii) of clause (A) of the definition thereof, (y) an Excluded Subsidiary hold any exclusive right, title or interest in any material Core Asset or (z) should any not-for-profit Subsidiary (including ▇▇▇▇▇ Molecular Pathology) no longer constitute or be qualified as a “non-for-profit” Person in its jurisdiction of organization, in each case, the Borrower shall designate such Subsidiary as a “Guarantor”, and such Subsidiary shall for all purposes of this Agreement constitute a Guarantor and be subject to the provisions of Section 7.8).
(c) On or prior to the date that is 90 days after the Closing Date or such longer period as the Administrative Agent and the Required Lenders may agree in their sole discretion, the Borrower shall cause ▇▇▇▇▇ Research Institute, Inc. to comply with the requirements of Section 7.8 or to be dissolved. From the Closing Date until ▇▇▇▇▇ Research Institute, Inc. either dissolves or complies with the requirements of Section 7.8, it shall be a dormant company with no operations, no assets and no liabilities.
Appears in 2 contracts
Sources: Term Loan Agreement (NeuroPace Inc), Term Loan Agreement (NeuroPace Inc)
Excluded Subsidiaries. (a) If at any time (x) In the event the aggregate annual cash or Cash Equivalent Investments attributable to flow of all Excluded Subsidiaries except for (other than the Trust Subsidiary) exceeds $2,000,000.00 as of the end of any fiscal year of Borrower, Borrower shall, by notice to Agent, designate an Excluded Subsidiary (or Excluded Subsidiaries excluded pursuant as necessary and, in each case, other than the Trust Subsidiary) that will cease to clause (C) of the definition of qualify as an “Excluded Subsidiary” exceeds $5,000,000, on the Borrower shall (idate Agent receives Borrower’s annual audited financial statements required by Section 7.1(a) designate sufficient applicable Subsidiaries as “Guarantors” to eliminate such excess, and such designated Subsidiaries Subsidiary (or Subsidiaries) shall for all purposes of this Agreement constitute Guarantors and be subject to the provisions of comply with Section 7.8, 8.18(c)(i) or (ii) immediately repatriate cash and/or Cash Equivalent Investments in an aggregate amount sufficient to eliminate such excess, (y) the aggregate portion of the Revenue attributable to (I) an Excluded Subsidiary exceeds 5.0% of the Revenue of the Borrower and its Subsidiaries or (II) all Excluded Subsidiaries except for Excluded Subsidiaries excluded pursuant to clause (C) of the definition of “Excluded Subsidiary” exceeds 10.0% of the Revenue of the Borrower and its Subsidiariesbelow, as applicable, in each case for any period so that after giving effect thereto, the aggregate annual cash flow of four consecutive Fiscal Quarters all remaining Excluded Subsidiaries (determined other than the Trust Subsidiary) as of the last day end of the most recent Fiscal Quarter for which financial statements have been delivered pursuant such fiscal year was equal to Section 7.1(b) or Section 7.1(c) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 7.1(b) or Section 7.1(c), the most recent financial statements referred to in Section 5.6)), the Borrower shall designate such applicable Excluded Subsidiary or sufficient applicable Subsidiaries as “Guarantors” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Guarantors and be subject to the provisions of Section 7.8 or (z) the aggregate portion of total assets attributable to (I) an Excluded Subsidiary exceeds 5.0% of the consolidated total assets of the Borrower and its Subsidiaries or (II) all Excluded Subsidiaries except for Excluded Subsidiaries excluded pursuant to clause (C) of the definition of “Excluded Subsidiary” exceeds 10.0% of the consolidated total assets of the Borrower and its Subsidiaries, as applicable, in each case for any period of four consecutive Fiscal Quarters (determined as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 7.1(b) or Section 7.1(c) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 7.1(b) or Section 7.1(c), the most recent financial statements referred to in Section 5.6)), the Borrower shall designate such applicable Excluded Subsidiary or sufficient applicable Subsidiaries as “Guarantors” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Guarantors and be subject to the provisions of Section 7.8less than $2,000,000.00.
(b) Should (x) If an Excluded Subsidiary cease ceases to meet the criteria set forth in clauses qualify as an “Excluded Subsidiary” (iwhether as a result of clause (a) above or for any other reason), such Subsidiary must comply with Section 8.18(c)(i) or (ii) or below, as applicable. The date on which such Excluded Subsidiary ceases to qualify as an Excluded Subsidiary shall be herein referred to as the “Cessation Date”.
(iiii) of clause If such Subsidiary is a Domestic Subsidiary, within ten (10) Business Days after the Cessation Date (unless such ten (10) Business Day time period is extended by Agent in its sole discretion), such Subsidiary shall (A) execute and deliver to Agent a Joinder to Guaranty Agreement, and (B) deliver to Agent its Organizational Documents and evidence of its authority to enter into such Joinder to Guaranty Agreement (each Joinder to Guaranty Agreement executed by a Domestic Subsidiary pursuant to the definition thereofpreceding clause shall constitute a Loan Document); or
(ii) if such Subsidiary is a Foreign Subsidiary, within ten (y10) an Excluded Subsidiary hold any exclusive right, title or interest in any material Core Asset or Business Days after the Cessation Date (zunless such ten (10) should any not-for-profit Subsidiary (including ▇▇▇▇▇ Molecular Pathology) no longer constitute or be qualified as a “non-for-profit” Person Business Day time period is extended by Agent in its jurisdiction sole discretion), Borrower or the direct Domestic Subsidiary-owner of organization, in each case, the Borrower shall designate such Subsidiary as a “Guarantor”, and such Subsidiary shall for all purposes (A) execute and deliver to Agent a Pledge Agreement granting Agent a Lien on sixty five percent (65%) of this Agreement constitute a Guarantor the ownership interests of such Foreign Subsidiary, (B) deliver to Agent (I) such Foreign Subsidiary’s Organizational Documents and (II) evidence of such pledging party’s authority to enter into such Pledge Agreement, and (C) deliver to Agent an opinion of legal counsel to such Foreign Subsidiary opinions covering such matters as may be subject to the provisions of Section 7.8reasonably requested by Agent.
(cd) On Trust Subsidiary shall not, at any time, hold or prior own any Proprietary Accounts. The only assets Trust Subsidiary will hold and own are (i) depository accounts which are used to the date that is 90 days after the Closing Date or such longer period as the Administrative Agent hold client-related payroll and the Required Lenders may agree payroll tax funds of Borrower and its Subsidiaries and (ii) assets received in their sole discretion, the Borrower shall cause ▇▇▇▇▇ Research Institute, Inc. connection with an investment permitted pursuant to comply with the requirements of Section 7.8 or to be dissolved. From the Closing Date until ▇▇▇▇▇ Research Institute, Inc. either dissolves or complies with the requirements of Section 7.8, it shall be a dormant company with no operations, no assets 8.7(l) and no liabilities(m).
Appears in 1 contract
Sources: Credit Agreement (Insperity, Inc.)
Excluded Subsidiaries. (a) If at any time (xa) the aggregate cash or Cash Equivalent Investments attributable to all Excluded Subsidiaries except for Excluded Subsidiaries excluded pursuant to clause (C) of the definition of “Excluded Subsidiary” exceeds $5,000,0008,000,000 in the aggregate at any time from the Closing Date up to and including March 31, 2026 (or such later date as the Administrative Agent may agree in its discretion), and $5,000,000 thereafter, the Borrower shall (i) within five Business Days after the end of the calendar week in which such excess occurs, designate sufficient applicable Subsidiaries as “Guarantors” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Guarantors and be subject to the provisions of Section 7.8, or (ii) immediately within five Business Days after the end of such calendar week in which such excess occurs, repatriate cash and/or Cash Equivalent Investments in an aggregate amount sufficient to eliminate such excess, (yb) the aggregate portion of the Revenue attributable to (I) an Excluded Subsidiary exceeds 5.0% of the Revenue of the Borrower and its Subsidiaries or (II) all Excluded Subsidiaries except for Excluded Subsidiaries excluded pursuant to clause (C) of the definition of “Excluded Subsidiary” exceeds 10.07.5% of the Revenue of the Borrower and its Subsidiaries, as applicable, in each case for any period of four consecutive Fiscal Quarters (determined as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 7.1(b) or Section 7.1(c) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 7.1(b) or Section 7.1(c), the most recent financial statements referred to in Section 5.6)), within ten Business Days after the end of the fiscal quarter in which such excess occurs, the Borrower shall designate such applicable Excluded Subsidiary or sufficient applicable Subsidiaries as “Guarantors” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Guarantors and be subject to the provisions of Section 7.8 or (zc) the aggregate portion of total assets attributable to (I) an Excluded Subsidiary exceeds 5.0% of the consolidated total assets of the Borrower and its Subsidiaries or (II) all Excluded Subsidiaries except for Excluded Subsidiaries excluded pursuant to clause (C) of the definition of “Excluded Subsidiary” exceeds 10.07.5% of the consolidated total assets of the Borrower and its Subsidiaries, as applicable, in each case for any period of four consecutive Fiscal Quarters (determined as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 7.1(b) or Section 7.1(c) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 7.1(b) or Section 7.1(c), the most recent financial statements referred to in Section 5.6)), within ten Business Days after the end of the fiscal quarter in which such excess occurs, the Borrower shall designate such applicable Excluded Subsidiary or sufficient applicable Subsidiaries as “Guarantors” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Guarantors and be subject to the provisions of Section 7.8.
(b) Should (x) . In addition, should an Excluded Subsidiary cease to meet the criteria set forth in clauses (i), (ii) or (iii) of clause (A) of the definition thereof, (y) an Excluded Subsidiary hold any exclusive right, title or interest within ten Business Days after the end of the fiscal quarter in any material Core Asset or (z) should any not-for-profit Subsidiary (including ▇▇▇▇▇ Molecular Pathology) no longer constitute or be qualified as a “non-for-profit” Person in its jurisdiction of organization, in each casewhich such excess occurs, the Borrower shall designate such Subsidiary as a “Guarantor”, and such Subsidiary shall for all purposes of this Agreement constitute a Guarantor and be subject to the provisions of Section 7.8.
(c) On or prior to the date that is 90 days after the Closing Date or such longer period as the Administrative Agent and the Required Lenders may agree in their sole discretion, the Borrower shall cause ▇▇▇▇▇ Research Institute, Inc. to comply with the requirements of Section 7.8 or to be dissolved. From the Closing Date until ▇▇▇▇▇ Research Institute, Inc. either dissolves or complies with the requirements of Section 7.8, it shall be a dormant company with no operations, no assets and no liabilities.
Appears in 1 contract
Excluded Subsidiaries. (a) If at any time (x) In the event the aggregate annual cash or Cash Equivalent Investments attributable to flow of all Excluded Subsidiaries except for (other than the Trust Subsidiary) exceeds $1,000,000.002,000,000.00 as of the end of any fiscal year of Borrower, Borrower shall, by notice to Agent, designate an Excluded Subsidiary (or Excluded Subsidiaries excluded pursuant as necessary and, in each case, other than the Trust Subsidiary) that will cease to clause (C) of the definition of qualify as an “Excluded Subsidiary” exceeds $5,000,000, on the Borrower shall (idate Agent receives Borrower’s annual audited financial statements required by Section 7.1(a) designate sufficient applicable Subsidiaries as “Guarantors” to eliminate such excess, and such designated Subsidiaries Subsidiary (or Subsidiaries) shall for all purposes of this Agreement constitute Guarantors and be subject to the provisions of comply with Section 7.8, 8.18(c)(i) or (ii) immediately repatriate cash and/or Cash Equivalent Investments in an aggregate amount sufficient to eliminate such excess, (y) the aggregate portion of the Revenue attributable to (I) an Excluded Subsidiary exceeds 5.0% of the Revenue of the Borrower and its Subsidiaries or (II) all Excluded Subsidiaries except for Excluded Subsidiaries excluded pursuant to clause (C) of the definition of “Excluded Subsidiary” exceeds 10.0% of the Revenue of the Borrower and its Subsidiariesbelow, as applicable, in each case for any period so that after giving effect thereto, the aggregate annual cash flow of four consecutive Fiscal Quarters all remaining Excluded Subsidiaries (determined other than the Trust Subsidiary) as of the last day end of the most recent Fiscal Quarter for which financial statements have been delivered pursuant such fiscal year was equal to Section 7.1(b) or Section 7.1(c) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 7.1(b) or Section 7.1(c), the most recent financial statements referred to in Section 5.6)), the Borrower shall designate such applicable Excluded Subsidiary or sufficient applicable Subsidiaries as “Guarantors” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Guarantors and be subject to the provisions of Section 7.8 or (z) the aggregate portion of total assets attributable to (I) an Excluded Subsidiary exceeds 5.0% of the consolidated total assets of the Borrower and its Subsidiaries or (II) all Excluded Subsidiaries except for Excluded Subsidiaries excluded pursuant to clause (C) of the definition of “Excluded Subsidiary” exceeds 10.0% of the consolidated total assets of the Borrower and its Subsidiaries, as applicable, in each case for any period of four consecutive Fiscal Quarters (determined as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 7.1(b) or Section 7.1(c) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 7.1(b) or Section 7.1(c), the most recent financial statements referred to in Section 5.6)), the Borrower shall designate such applicable Excluded Subsidiary or sufficient applicable Subsidiaries as “Guarantors” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Guarantors and be subject to the provisions of Section 7.8less than $1,000,000.002,000,000.00 .
(b) Should (x) If an Excluded Subsidiary cease ceases to meet the criteria set forth in clauses qualify as an “Excluded Subsidiary” (iwhether as a result of clause (a) above or for any other reason), such Subsidiary must comply with Section 8.18(c)(i) or (ii) or below, as applicable. The date on which such Excluded Subsidiary ceases to qualify as an Excluded Subsidiary shall be herein referred to as the “Cessation Date”.
(iiii) of clause If such Subsidiary is a Domestic Subsidiary, within ten (10) Business Days after the Cessation Date (unless such ten (10) Business Day time period is extended by Agent in its sole discretion), such Subsidiary shall (A) execute and deliver to Agent a Joinder to Guaranty Agreement, and (B) deliver to Agent its Organizational Documents and evidence of its authority to enter into such Joinder to Guaranty Agreement (each Joinder to Guaranty Agreement executed by a Domestic Subsidiary pursuant to the definition thereofpreceding clause shall constitute a Loan Document); or
(ii) if such Subsidiary is a Foreign Subsidiary, within ten (y10) an Excluded Subsidiary hold any exclusive right, title or interest in any material Core Asset or Business Days after the Cessation Date (zunless such ten (10) should any not-for-profit Subsidiary (including ▇▇▇▇▇ Molecular Pathology) no longer constitute or be qualified as a “non-for-profit” Person Business Day time period is extended by Agent in its jurisdiction sole discretion), Borrower or the direct Domestic Subsidiary-owner of organization, in each case, the Borrower shall designate such Subsidiary as a “Guarantor”, and such Subsidiary shall for all purposes (A) execute and deliver to Agent a Pledge Agreement granting Agent a Lien on sixty five percent (65%) of this Agreement constitute a Guarantor the ownership interests of such Foreign Subsidiary, (B) deliver to Agent (I) such Foreign Subsidiary’s Organizational Documents and (II) evidence of such pledging party’s authority to enter into such Pledge Agreement, and (C) deliver to Agent an opinion of legal counsel to such Foreign Subsidiary opinions covering such matters as may be subject to the provisions of Section 7.8reasonably requested by Agent.
(cd) On Trust Subsidiary shall not, at any time, hold or prior own any Proprietary Accounts. The only assets Trust Subsidiary will hold and own are (i) depository accounts which are used to the date that is 90 days after the Closing Date or such longer period as the Administrative Agent hold client-related payroll and the Required Lenders may agree payroll tax funds of Borrower and its Subsidiaries and (ii) assets received in their sole discretion, the Borrower shall cause ▇▇▇▇▇ Research Institute, Inc. connection with an investment permitted pursuant to comply with the requirements of Section 7.8 or to be dissolved. From the Closing Date until ▇▇▇▇▇ Research Institute, Inc. either dissolves or complies with the requirements of Section 7.8, it shall be a dormant company with no operations, no assets 8.7(l) and no liabilities(m).
Appears in 1 contract
Sources: Credit Agreement (Insperity, Inc.)
Excluded Subsidiaries. (a) In the event the aggregate annual cash flow of all Excluded Subsidiaries exceeds $1,000,000.00 as of the end of any fiscal year of Borrower, Borrower shall, by notice to Agent, designate an Excluded Subsidiary (or Excluded Subsidiaries as necessary) that will cease to qualify as an “Excluded Subsidiary” on the date Agent receives Borrower’s annual audited financial statements required by Section 7.1(a) and such Subsidiary (or Subsidiaries) shall comply with Section 8.18(c)(i) or (ii) below, as applicable, so that after giving effect thereto, the aggregate annual cash flow of all remaining Excluded Subsidiaries as of the end of such fiscal year was equal to or less than $1,000,000.00.
(a) If at any time (x) the aggregate cash or Cash Equivalent Investments attributable an Excluded Subsidiary ceases to all Excluded Subsidiaries except for Excluded Subsidiaries excluded pursuant to clause (C) of the definition of qualify as an “Excluded Subsidiary” exceeds $5,000,000(whether as a result of clause (a) above or for any other reason), the Borrower shall (isuch Subsidiary must comply with Section 8.18(c)(i) designate sufficient applicable Subsidiaries as “Guarantors” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Guarantors and be subject to the provisions of Section 7.8, or (ii) immediately repatriate cash and/or Cash Equivalent Investments below, as applicable. The date on which such Excluded Subsidiary ceases to qualify as an Excluded Subsidiary shall be herein referred to as the “Cessation Date”.
(i) If such Subsidiary is a Domestic Subsidiary, within ten (10) Business Days after the Cessation Date (unless such ten (10) Business Day time period is extended by Agent in an aggregate amount sufficient its Amended and Restated Credit Agreement v7 57 sole discretion), such Subsidiary shall (A) execute and deliver to eliminate Agent a Joinder to Guaranty Agreement, and (B) deliver to Agent its Organizational Documents and evidence of its authority to enter into such excessJoinder to Guaranty Agreement (each Joinder to Guaranty Agreement executed by a Domestic Subsidiary pursuant to the preceding clause shall constitute a Loan Document); or
(i) if such Subsidiary is a Foreign Subsidiary, within ten (10) Business Days after the Cessation Date (unless such ten (10) Business Day time period is extended by Agent in its sole discretion), Borrower or the direct Domestic Subsidiary-owner of such Subsidiary shall (A) execute and deliver to Agent a Pledge Agreement granting Agent a Lien on sixty five percent (65%) of the ownership interests of such Foreign Subsidiary, (yB) the aggregate portion of the Revenue attributable deliver to Agent (I) an Excluded Subsidiary exceeds 5.0% of the Revenue of the Borrower such Foreign Subsidiary’s Organizational Documents and its Subsidiaries or (II) all Excluded Subsidiaries except for Excluded Subsidiaries excluded pursuant evidence of such pledging party’s authority to clause enter into such Pledge Agreement, and (C) deliver to Agent an opinion of the definition of “Excluded Subsidiary” exceeds 10.0% of the Revenue of the Borrower and its Subsidiaries, legal counsel to such Foreign Subsidiary opinions covering such matters as applicable, in each case for any period of four consecutive Fiscal Quarters (determined as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 7.1(b) or Section 7.1(c) (or, if prior to the date of the delivery of the first financial statements to may be delivered pursuant to Section 7.1(b) or Section 7.1(c), the most recent financial statements referred to in Section 5.6)), the Borrower shall designate such applicable Excluded Subsidiary or sufficient applicable Subsidiaries as “Guarantors” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Guarantors and be subject to the provisions of Section 7.8 or (z) the aggregate portion of total assets attributable to (I) an Excluded Subsidiary exceeds 5.0% of the consolidated total assets of the Borrower and its Subsidiaries or (II) all Excluded Subsidiaries except for Excluded Subsidiaries excluded pursuant to clause (C) of the definition of “Excluded Subsidiary” exceeds 10.0% of the consolidated total assets of the Borrower and its Subsidiaries, as applicable, in each case for any period of four consecutive Fiscal Quarters (determined as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 7.1(b) or Section 7.1(c) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 7.1(b) or Section 7.1(c), the most recent financial statements referred to in Section 5.6)), the Borrower shall designate such applicable Excluded Subsidiary or sufficient applicable Subsidiaries as “Guarantors” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Guarantors and be subject to the provisions of Section 7.8reasonably requested by Agent.
(b) Should (x) an Excluded Subsidiary cease to meet the criteria set forth in clauses (i), (ii) or (iii) of clause (A) of the definition thereof, (y) an Excluded Subsidiary hold any exclusive right, title or interest in any material Core Asset or (z) should any not-for-profit Subsidiary (including ▇▇▇▇▇ Molecular Pathology) no longer constitute or be qualified as a “non-for-profit” Person in its jurisdiction of organization, in each case, the Borrower shall designate such Subsidiary as a “Guarantor”, and such Subsidiary shall for all purposes of this Agreement constitute a Guarantor and be subject to the provisions of Section 7.8.
(c) On or prior to the date that is 90 days after the Closing Date or such longer period as the Administrative Agent and the Required Lenders may agree in their sole discretion, the Borrower shall cause ▇▇▇▇▇ Research Institute, Inc. to comply with the requirements of Section 7.8 or to be dissolved. From the Closing Date until ▇▇▇▇▇ Research Institute, Inc. either dissolves or complies with the requirements of Section 7.8, it shall be a dormant company with no operations, no assets and no liabilities.
Appears in 1 contract
Sources: Credit Agreement (Insperity, Inc.)
Excluded Subsidiaries. (a) If at any time (x) the aggregate cash or Cash Equivalent Investments portion of net revenue attributable to all Excluded Subsidiaries except for Excluded Subsidiaries excluded pursuant to clause (C) of the definition of “Excluded Subsidiary” exceeds $5,000,000, the Borrower shall (i) designate sufficient applicable Subsidiaries as “Guarantors” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Guarantors and be subject to the provisions of Section 7.8, or (ii) immediately repatriate cash and/or Cash Equivalent Investments in an aggregate amount sufficient to eliminate such excess, (y) the aggregate portion of the Revenue attributable to (I) an Excluded Subsidiary exceeds 5.02.5% of the Revenue of the Borrower and its Subsidiaries or (II) all Excluded Subsidiaries except for Excluded Subsidiaries excluded pursuant to clause (C) of the definition of “Excluded Subsidiary” exceeds 10.0% of the Revenue net revenue of the Borrower and its Subsidiaries, as applicableon a consolidated basis, in each case for any period of four consecutive Fiscal Quarters (determined as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 7.1(b) or Section 7.1(c) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 7.1(b) or Section 7.1(c), the most recent financial statements referred to in Section 5.6)), the Borrower shall designate such applicable Excluded Subsidiary or sufficient applicable Subsidiaries as “Guarantors” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Guarantors and be subject to the provisions of Section 7.8 or (z) 7.8. If at any time the aggregate portion of total assets attributable to (I) an all Excluded Subsidiary Subsidiaries exceeds 5.02.5% of the consolidated total assets of the Borrower and its Subsidiaries or (II) all Excluded Subsidiaries except for Excluded Subsidiaries excluded pursuant to clause (C) of the definition of “Excluded Subsidiary” exceeds 10.0% of the consolidated total assets of the Borrower and its Subsidiaries, as applicable, in each case for any period of four consecutive Fiscal Quarters (determined as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 7.1(b) or Section 7.1(c) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 7.1(b) or Section 7.1(c), the most recent financial statements referred to in Section 5.6)), the Borrower shall designate such applicable Excluded Subsidiary or sufficient applicable Subsidiaries as “Guarantors” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Guarantors and be subject to the provisions of Section 7.8.
(b) Should (x) . In addition, should an Excluded Subsidiary cease to meet the criteria set forth in clauses (i), (ii) or (iii) of clause (A) of the definition thereof, (y) an Excluded Subsidiary hold any exclusive right, title or interest in any material Core Asset or (z) should any not-for-profit Subsidiary (including ▇▇▇▇▇ Molecular Pathology) no longer constitute or be qualified as a “non-for-profit” Person in its jurisdiction of organization, in each case, the Borrower shall designate such Subsidiary as a “Guarantor”, and such Subsidiary shall for all purposes of this Agreement constitute a Guarantor and be subject to the provisions of Section 7.8.
(c) On or prior to the date that is 90 days after the Closing Date or such longer period as the Administrative Agent and the Required Lenders may agree in their sole discretion, the Borrower shall cause ▇▇▇▇▇ Research Institute, Inc. to comply with the requirements of Section 7.8 or to be dissolved. From the Closing Date until ▇▇▇▇▇ Research Institute, Inc. either dissolves or complies with the requirements of Section 7.8, it shall be a dormant company with no operations, no assets and no liabilities.
Appears in 1 contract
Sources: Credit Agreement (MDxHealth SA)
Excluded Subsidiaries. (a) If at any time (x) the The aggregate cash or Cash Equivalent Investments attributable to all Excluded Subsidiaries except for Excluded Subsidiaries excluded pursuant to clause (C) of the definition of “Excluded Subsidiary” exceeds shall not exceed $5,000,000, the Borrower shall (i) designate sufficient applicable Subsidiaries as “Guarantors” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Guarantors and be subject to the provisions of Section 7.8, or (ii) immediately repatriate cash and/or Cash Equivalent Investments in an aggregate amount sufficient to eliminate such excess, (y) 250,000. If at any time the aggregate portion of the Revenue net revenue attributable to (I) an all Excluded Subsidiary Subsidiaries exceeds 5.04.0% of the Revenue of the Borrower and its Subsidiaries or (II) all Excluded Subsidiaries except for Excluded Subsidiaries excluded pursuant to clause (C) of the definition of “Excluded Subsidiary” exceeds 10.0% of the Revenue net revenue of the Borrower and its Subsidiaries, as applicableon a consolidated basis, in each case for any period of four consecutive Fiscal Quarters (determined as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 7.1(b) or Section 7.1(c) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 7.1(b) or Section 7.1(c), the most recent financial statements referred to in Section 5.6)), the Borrower shall designate such applicable Excluded Subsidiary or sufficient applicable Subsidiaries as “Guarantors” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Guarantors and be subject to the provisions of Section 7.8 or (z) 7.8. If at any time the aggregate portion of total assets attributable to (I) an all Excluded Subsidiary Subsidiaries exceeds 5.04.0% of the consolidated total assets of the Borrower and its Subsidiaries or (II) all Excluded Subsidiaries except for Excluded Subsidiaries excluded pursuant to clause (C) of the definition of “Excluded Subsidiary” exceeds 10.0% of the consolidated total assets of the Borrower and its Subsidiaries, as applicable, in each case for any period of four consecutive Fiscal Quarters (determined as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 7.1(b) or Section 7.1(c) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 7.1(b) or Section 7.1(c), the most recent financial statements referred to in Section 5.6)), the Borrower shall designate such applicable Excluded Subsidiary or sufficient applicable Subsidiaries as “Guarantors” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Guarantors and be subject to the provisions of Section 7.8.
(b) Should (x) . In addition, should an Excluded Subsidiary cease to meet the criteria set forth in clauses (i), (ii) or (iii) of clause (A) of the definition thereof, (y) an Excluded Subsidiary hold any exclusive right, title or interest in any material Core Asset or (z) should any not-for-profit Subsidiary (including ▇▇▇▇▇ Molecular Pathology) no longer constitute or be qualified as a “non-for-profit” Person in its jurisdiction of organization, in each case, the Borrower shall designate such Subsidiary as a “Guarantor”, and such Subsidiary shall for all purposes of this Agreement constitute a Guarantor and be subject to the provisions of Section 7.8.
(c) On or prior . If the Reorganization has not been consummated by the Reorganization Outside Date, all Excluded Subsidiaries shall immediately constitute Guarantors and shall be subject to the date that is 90 days after the Closing Date or such longer period as the Administrative Agent and the Required Lenders may agree in their sole discretion, the Borrower shall cause ▇▇▇▇▇ Research Institute, Inc. to comply with the requirements of Section 7.8 or to be dissolved. From the Closing Date until ▇▇▇▇▇ Research Institute, Inc. either dissolves or complies with the requirements provisions of Section 7.8, it shall be a dormant company with no operations, no assets and no liabilities.
Appears in 1 contract