Holding Co hereby employs the Executive, and the Executive hereby accepts employment, as the President and Chief Executive Officer under the terms and conditions set forth herein. During the Term (as defined herein), the Executive agrees to serve, without additional compensation, in one or more executive positions and/or as a member of the board of directors of Holding Co. or any affiliate of Holding Co.
Holding Co hereby represents and warrants to the other Members, as of the date hereof, that the following representations and warranties are true and correct:
(i) Holding Co. owns 100% of the legal and beneficial interest in the Holding Co. Contributed Asset, free and clear of all Liens (other than the Assumed Financing) and, after giving effect to the Closing, the Company will own 100% of the assets of the Holding Co. Contributed Asset.
(ii) Except for the Assumed Financing and liabilities arising in the ordinary course of business, Holding Co. has not created any liabilities of WXI/Mt. Bethel Road, L.L.C. of any nature, whether matured or unmatured, fixed or contingent, accrued or unaccrued, liquidated or unliquidated, whether due or to be become due, regardless of whether the disclosure thereof otherwise would be required by GAAP.
Holding Co. Holding Co. is, and will remain, a holding company (i) whose sole business will be the holding of the Capital Stock of Borrower and (ii) which does not have (a) any Indebtedness except the HoldCo Notes Obligations or the Obligations or (b) assets other than the Capital Stock of Borrower.
1.11 Section 13.15 of the Financing Agreement is hereby amended in its entirety by substituting the following in its stead:
Holding Co and Borrower have requested Agent and the Lenders to amend the Financing Agreement to (i) permit the issuance of the HoldCo Notes and the security therefor granted to the HoldCo Notes Collateral Agent and (ii) permit certain dividends from Borrower to Holding Co. in connection with Holding Co.’s obligations under the HoldCo Notes.
Holding Co has caused to be formed ANIP and is the owner of 100% of the outstanding and issued capital stock of ANIP.
Holding Co pledges all stock in Leading Borrower to the Lender pursuant to a pledge agreement in form and substance acceptable to the Lender, simultaneous with the closing of the Holding Co. Restructure; (iv) Holding Co. guarantees all Obligations pursuant to a guaranty to be in form and substance acceptable to Lender, simultaneous with the closing of the Holding Co. Restructure; and (v) Leading Borrower will be the surviving Person.; or
Holding Co a Maryland non-stock corporation
Holding Co and its Subsidiaries' failure to maintain a Fixed Charge Coverage Ratio of at least 1.5 to 1.0 as of September 30, 2001 and at all prior times;
Holding Co and its Subsidiaries' failure to maintain Net Worth of at least $27,000,000 as of the end of the Fiscal Year ending September 30, 2001.his waiver shall be effective only for the specific Events of Default enumerated in the preceding sentence and only for the specific dates or periods stated therein. Nothing contained herein shall constitute a waiver of any other Event of Default heretofore or hereafter existing under the Loan Agreement or compliance by Holding Co. and its Subsidiaries with Section 4.2 of the Loan Agreement after September 30, 2001.
Holding Co assumes all the obligations of a "Corporate Credit Party" and a "Credit Party" under the Agreement and agrees that it is a "Corporate Credit Party" and a "Credit Party" and bound as a "Corporate Credit Party" and a "Credit Party" under the terms of the Agreement as if it had been an original signatory thereto. In furtherance of the foregoing, Holding Co. hereby assigns, pledges and grants to Lender a security interest in all of its right, title and interest in and to Holding Co.'s Collateral (as defined in the Agreement) to secure the Obligations (as defined in the Agreement) under the terms of the Agreement;
