Common use of Inactive Subsidiaries Clause in Contracts

Inactive Subsidiaries. Notwithstanding anything to the contrary set forth herein, (A) no Inactive Subsidiary shall, and no Loan Party shall permit, or permit any of such Loan Party’s Subsidiaries to permit, any Inactive Subsidiary to (w) own or acquire any assets other than those owned at Closing, (x) assume or incur any indebtedness, liabilities or any other obligations (other than certain obligations and liabilities with respect to (i) environmental matters not exceeding $1,200,000 in the aggregate for all Inactive Subsidiaries (less any increase in amounts under clause (ii) below as described in the parenthetical in such clause (ii)) and (ii) legal fees, testing, employees and insurance not exceeding $300,000 during any calendar year in the aggregate (increased to the extent of any settlement of any liability referred to in the foregoing clause (i), provided that the aggregate amount of such increase shall not exceed the amount of any such settled liability and may be spread over multiple calendar years, and provided, further that the aggregate amount of liabilities in clause (i) above is reduced by at least a corresponding amount) for all Inactive Subsidiaries), (y) employ any Persons except consistent with practices and to the same extent as of the Closing or conduct any business or operations, or (z) make any loans to or investments in any Person except as permitted under this Agreement, and (B) no Loan Party shall make, or permit any of such Loan Party’s Subsidiaries to make, any investment in or loan to or otherwise enter into any contractual arrangement with any Inactive Subsidiary except as permitted under this Agreement. Notwithstanding the foregoing, to the extent that the amounts in the parenthetical in clause (x) above are increased due to new environmental matters asserted against an Inactive Subsidiary after the Closing Date then any such entity shall continue to be an “Inactive Subsidiary.”

Inactive Subsidiaries. Notwithstanding anything contained in this Agreement to the contrary set forth hereincontrary, (Ai) no Inactive Subsidiary shall, and no Loan Party shall permit, cause or permit any of such Loan Party’s Subsidiaries to permit, suffer any Inactive Subsidiary to (w) own or acquire lease any assets other than those owned at ClosingProperty, engage in any business or become a party to any agreement except any Facility Document, (xii) transfer, sell, lease, assign or otherwise dispose of any Property to, make any Investment in or make any payment or Distribution to, any Inactive Subsidiary, (iii) create, incur, assume or incur suffer to exist any indebtednessDebt to any Inactive Subsidiary, liabilities (iv) create, incur, assume or suffer to exist any other obligations guaranty for the benefit of any Inactive Subsidiary, (other than certain obligations and liabilities v) permit any Inactive Subsidiary to make any Acquisition or (vi) merge or consolidate with, or sell, assign, lease or otherwise dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or, hereafter acquired) to, any Inactive Subsidiary. Notwithstanding any of the foregoing or anything else to the contrary contained in this Agreement, (a) none of the foregoing shall apply to any Inactive Subsidiary with respect to which the Borrowers and such Inactive Subsidiary have first complied with the provisions of Section 7.10, after which such Subsidiary shall no longer be considered to be an Inactive Subsidiary hereunder; (ib) environmental matters not exceeding $1,200,000 in the aggregate for all Inactive Subsidiaries (less any increase in amounts under clause (ii) below as described in the parenthetical in such clause (ii)) and (ii) legal fees, testing, employees and insurance not exceeding $300,000 during any calendar year in the aggregate (increased to the extent of any settlement of any liability referred to in the foregoing clause (i), provided that the aggregate amount of such increase shall not exceed the amount of any such settled liability and may be spread over multiple calendar years, and provided, further that the aggregate amount of liabilities in clause (i) above is reduced by at least a corresponding amount) for all Inactive Subsidiaries), (y) employ any Persons except consistent with practices and to the same extent as of the Closing or conduct any business or operations, or (z) make any loans to or investments in any Person except as permitted under this Agreement, and (B) no Loan Party shall make, or permit any of such Loan Party’s Subsidiaries to make, any investment in or loan to or otherwise enter into any contractual arrangement with any Inactive Subsidiary except may engage in any of the foregoing activities or transaction as a part of a related series of transactions pursuant to an Acquisition otherwise permitted under this Agreement. Notwithstanding hereunder if, at the foregoingfinal conclusion of such transaction, to the extent such Inactive Subsidiary will merge with a Borrower or Subsidiary that the amounts in the parenthetical in clause (x) above are increased due to new environmental matters asserted against is not an Inactive Subsidiary after the Closing Date then and is or becomes an Obligor hereunder; and (c) any such entity shall continue to be one or more Inactive Subsidiaries may merge or consolidate with one another or into a Borrower or Subsidiary that is not an “Inactive Subsidiary.”

Inactive Subsidiaries. Notwithstanding anything to the contrary set forth herein(a) Except as otherwise provided in Section 7.16(b) below, (A) no Inactive Subsidiary shall, Borrowers and no Loan Party shall permit, or Guarantors will not permit any of such Loan Party’s Subsidiaries to permit, any Inactive Subsidiary to (wi) engage in any business or conduct any operations, (ii) own assets with a book value of more than $100,000 in the aggregate and (iii) incur any obligations or acquire liabilities in respect of any Indebtedness or otherwise in an aggregate amount greater than $100,000. (b) In the event that a Borrower or Guarantor intends to have any then Inactive Subsidiary commence any business or operations or own assets other with a book value of more than those owned at Closing, (x) assume $100,000 in the aggregate or incur any indebtednessobligations or liabilities in respect of any Indebtedness or otherwise, liabilities or any other obligations (other than certain obligations and liabilities with respect to (i) environmental matters Borrowers and Guarantors shall give Administrative Agent not exceeding $1,200,000 in the aggregate for all Inactive Subsidiaries less than ten (less any increase in amounts under clause (ii10) below Business Days’ prior written notice thereof with reasonable detail and specificity and such other information with respect thereto as described in the parenthetical in such clause (ii)) Administrative Agent may request and (ii) legal feesat any time thereafter, testingpromptly upon the request of Administrative Agent or Collateral Agent, employees Borrowers and insurance not exceeding $300,000 during Guarantors shall cause such Inactive Subsidiary to execute and deliver to Administrative Agent or Collateral Agent, as applicable, in form and substance reasonably satisfactory to Administrative Agent or Collateral Agent, as applicable, a joinder agreement to the Loan Documents in order to, among other things, make such Subsidiary a party to this Agreement as a “Guarantor” and a party to any calendar year in guarantee as a “Guarantor” or pledge agreement as a “Pledgor”, and without limitation, supplements and amendments hereto and to any of the aggregate other Loan Documents, authorization to file UCC financing statements, Collateral Access Agreements (increased to the extent of any settlement of any liability referred to in the foregoing clause (irequired hereunder), provided that other agreements, documents or instruments contemplated under the aggregate amount Security Agreement and other consents, waivers, acknowledgments and other agreements from third persons which Agents may deem reasonably necessary or desirable in order to permit, protect and perfect its security interests in and liens upon the assets of such increase shall not exceed the amount Subsidiary, corporate resolutions and other organization and authorizing documents of any such settled liability and may be spread over multiple calendar yearsPerson, and provided, further that favorable opinions of counsel to such person and (iii) upon the aggregate amount satisfaction of liabilities each of the conditions set forth in clause (i) above is reduced by at least a corresponding amount) for all Inactive Subsidiariesthis Section 7.16(b), (y) employ any Persons except consistent with practices and to the same extent as of the Closing or conduct any business or operations, or (z) make any loans to or investments in any Person except as permitted under this Agreement, and (B) no Loan Party shall make, or permit any of such Loan Party’s Subsidiaries to make, any investment in or loan to or otherwise enter into any contractual arrangement with any Inactive Subsidiary except as permitted under this Agreement. Notwithstanding the foregoing, shall cease to the extent that the amounts in the parenthetical in clause (x) above are increased due to new environmental matters asserted against be deemed an Inactive Subsidiary after the Closing Date then any such entity shall continue to be an “Inactive Subsidiaryfor purposes of this Agreement.”

Inactive Subsidiaries. Notwithstanding anything to the contrary set forth herein, (Ai) no Inactive Subsidiary shall, and no Loan Party shall permit, or permit any of such Loan Party’s 's Subsidiaries to permit, any Inactive Subsidiary to to, (w) own or acquire any assets (other than those (i) the equity interests of Glit/Gemtex so long as such equity interests are held by a subsidiary of Continental and (ii) certain owned at Closingreal property the value of which does not exceed $1,000,000 in the aggregate for all Inactive Subsidiaries), (x) assume or incur any indebtedness, liabilities or any other obligations (other than certain obligations and liabilities with respect to (i) environmental matters not exceeding $1,200,000 in the aggregate for all Inactive Subsidiaries (less any increase in amounts under clause (ii) below as described in the parenthetical in such clause (ii)) and (ii) legal fees, testing, employees and insurance not exceeding $300,000 during any calendar year in the aggregate (increased to the extent of any settlement of any liability referred to in the foregoing clause (i)) above, provided that the aggregate amount of such increase shall not exceed the amount of any such settled liability and may be spread over multiple calendar years, and provided, further that the aggregate amount of liabilities in clause (i) above is reduced by at least a corresponding amount) for all Inactive Subsidiaries), (y) employ any Persons except consistent with practices and to the same extent as of the Closing or conduct any business or operationsoperations (other than the employee who maintains the real property located at 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, Texas) or (z) make any loans to or investments in any Person except as permitted under this Agreement, and (Bii) no Loan Party shall make, or permit any of such Loan Party’s 's Subsidiaries to make, any investment in or loan to or otherwise enter into any contractual arrangement with any Inactive Subsidiary except as permitted under this AgreementSubsidiary. Notwithstanding the foregoing, to the extent that the amounts in the parenthetical in clause (x) above are increased due to new environmental matters asserted against an Inactive Subsidiary after the Closing Date then any such entity shall continue to be an “Inactive Subsidiary”, provided that any increase in reserves in respect of an increase in the amount of liabilities in excess of the $1,200,000 threshold in clause (x)(i) above and an increase in expenses in excess of the $300,000 threshold in clause (x)(ii) above (increased to the extent of any settlement of any liability referred to in clause (x)(i) above, provided that the aggregate amount of liabilities in clause (x)(i) above is reduced by at least a corresponding amount) in respect of such new liability shall not be excluded from the calculation of EBITDA.”

Inactive Subsidiaries. Notwithstanding anything to the contrary set forth herein, (A) no Inactive Subsidiary shall, and no Loan Party shall permit, or permit any of such Loan Party’s 's Subsidiaries to permit, any Inactive Subsidiary to (w) own or acquire any assets other than those owned at Closing, (x) assume or incur any indebtedness, liabilities or any other obligations (other than certain obligations and liabilities with respect to (i) environmental matters not exceeding $1,200,000 in the aggregate for all Inactive Subsidiaries (less any increase in amounts under clause (ii) below as described in the parenthetical in such clause (ii)) and (ii) legal fees, testing, employees and insurance not exceeding $300,000 during any calendar year in the aggregate (increased to the extent of any settlement of any liability referred to in the foregoing clause (i), provided that the aggregate amount of such increase shall not exceed the amount of any such settled liability and may be spread over multiple calendar years, and provided, provided further that the aggregate amount of liabilities in clause (i) above is reduced by at least a corresponding amount) for all Inactive Subsidiaries), (y) employ any Persons except consistent with practices and to the same extent as of the Closing or conduct any business or operations, or (z) make any loans to or investments in any Person except as permitted under this Agreement, and (B) no Loan Party shall make, or permit any of such Loan Party’s 's Subsidiaries to make, any investment in or loan to or otherwise enter into any contractual arrangement with any Inactive Subsidiary except as permitted under this Agreement. Notwithstanding the foregoing, to the extent that the amounts in the parenthetical in clause (x) above are increased due to new environmental matters asserted against an Inactive Subsidiary after the Closing Date then any such entity shall continue to be an “"Inactive Subsidiary.”"

Inactive Subsidiaries. Notwithstanding anything to (a) Except as otherwise provided in Section 9.27(b) below, Borrowers and Guarantors will not permit the contrary set forth herein, (A) no Inactive Subsidiary shall, and no Loan Party shall permit, or permit any of such Loan Party’s Subsidiaries to permit, any Inactive Subsidiary to (wi) engage in any business or conduct any operations, (ii) own assets with a book value of more than $100,000 in the aggregate or acquire (iii) incur any obligations or liabilities in respect of any Indebtedness or otherwise. (b) In the event that a Borrower or Guarantor intends to have the Inactive Subsidiary commence any business or operations or own assets other with a book value of more than those owned at Closing, (x) assume $100,000 in the aggregate or incur any indebtednessobligations or liabilities in respect of any Indebtedness or otherwise, liabilities or any other obligations (other than certain obligations and liabilities with respect to (i) environmental matters Borrowers and Guarantors shall give Agent not exceeding $1,200,000 in the aggregate for all Inactive Subsidiaries less than ten (less any increase in amounts under clause (ii10) below days’ prior written notice thereof with reasonable detail and specificity and such other information with respect thereto as described in the parenthetical in such clause (ii)) Agent may request and (ii) legal feesat any time thereafter, testingpromptly upon the request of Agent, employees Borrowers and insurance Guarantors shall cause Inactive Subsidiary to execute and deliver to Agent, in form and substance satisfactory to Agent, a joinder agreement to the Financing Agreements in order to, among other things, make the Inactive Subsidiary a party to this Agreement as a “Guarantor” and a party to any guarantee as a “Guarantor” or pledge agreement as a “Pledgor”, and including, but not exceeding $300,000 during limited to, supplements and amendments hereto and to any calendar year in of the aggregate other Financing Agreements, authorization to file UCC financing statements, Collateral Access Agreements (increased to the extent of any settlement of any liability referred to in the foregoing clause (irequired under Section 9.2 hereof), provided that other agreements, documents or instruments contemplated under Section 5.3 hereof and other consents, waivers, acknowledgments and other agreements from third persons which Agent may deem reasonably necessary or desirable in order to permit, protect and perfect its security interests in and liens upon the aggregate amount assets of the Inactive Subsidiary, corporate resolutions and other organization and authorizing documents of such increase shall not exceed the amount of any such settled liability and may be spread over multiple calendar yearsPerson, and provided, further that favorable opinions of counsel to such person and (iii) upon the aggregate amount satisfaction of liabilities each of the conditions set forth in clause (i) above is reduced by at least a corresponding amount) for all Inactive Subsidiariesthis Section 9.27(b), (y) employ any Persons except consistent with practices and to the same extent as of the Closing or conduct any business or operations, or (z) make any loans to or investments in any Person except as permitted under this Agreement, and (B) no Loan Party shall make, or permit any of such Loan Party’s Subsidiaries to make, any investment in or loan to or otherwise enter into any contractual arrangement with any Inactive Subsidiary except as permitted under this Agreement. Notwithstanding the foregoing, shall cease to the extent that the amounts in the parenthetical in clause (x) above are increased due to new environmental matters asserted against be deemed an Inactive Subsidiary after the Closing Date then any such entity shall continue to be an “Inactive Subsidiaryfor purposes of this Agreement.”

Inactive Subsidiaries. Notwithstanding anything to the contrary set forth herein, (A) no Inactive Subsidiary shall, and no Loan Party shall permit, or permit any of such Loan Party’s Subsidiaries to permit, any Inactive Subsidiary to (w) own or acquire any assets other than those owned at Closing, (x) assume or incur any indebtedness, liabilities or any other obligations (other than certain obligations and liabilities with respect to (i) environmental matters not exceeding $1,200,000 in the aggregate for all Inactive Subsidiaries (less any increase in amounts under clause (ii) below as described in the parenthetical in such clause (ii)) and (ii) legal fees, testing, employees and insurance not exceeding $300,000 during any calendar year in the aggregate (increased to the extent of any settlement of any liability referred to in the foregoing clause (i), provided that the aggregate amount of such increase shall not exceed the amount of any such settled liability and may be spread over multiple calendar years, and provided, provided further that the aggregate amount of liabilities in clause (i) above is reduced by at least a corresponding amount) for all Inactive Subsidiaries), (y) employ any Persons except consistent with practices and to the same extent as of the Closing or conduct any business or operations, or (z) make any loans to or investments in any Person except as permitted under this Agreement, and (B) no Loan Party shall make, or permit any of such Loan Party’s Subsidiaries to make, any investment in or loan to or otherwise enter into any contractual arrangement with any Inactive Subsidiary except as permitted under this Agreement. Notwithstanding the foregoing, to the extent that the amounts in the parenthetical in clause (x) above are increased due to new environmental matters asserted against an Inactive Subsidiary after the Closing Date then any such entity shall continue to be an “Inactive Subsidiary.”