Mexican Subsidiaries Sample Clauses

Mexican Subsidiaries. The Company shall have delivered to Parent evidence satisfactory to Parent that the Company owns at least 99.99% of the issued and outstanding shares of each of Pointer Recuperación de México, S.A. de C.V. and Pointer Logistica y Monitoreo, each, a company organized under the laws of Mexico (collectively, the “Mexican Subsidiaries”), and that each Mexican Subsidiary maintains all of the corporate books that it is required to maintain under Mexican Law.
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Mexican Subsidiaries. (a) Effective as of the Amendment No. 2 Effective Date, (a) Indiana Tube Solutions de Mexico S. de X.X. de CV, a Mexican corporation (“Indiana Tube Mexico”), and Kasco Ensambly S.A. de C.V., a Mexican corporation (“Kasco Ensambly” and together with Indiana Tube Mexico, individually each, a “Mexican Subsidiary”, and collectively, “Mexican Subsidiaries”), shall cease to be “Guarantors” under the Loan Agreement and the other Financing Agreements, (b) all security interests and liens upon any and all properties and assets of the Mexican Subsidiaries heretofore granted by the Mexican Subsidiaries to Agent pursuant to the Financing Agreements shall be deemed released and terminated, (c) the Mexican Subsidiaries shall be deemed released from all obligations and liabilities under the Financing Agreements, and (d) each Mexican Subsidiary hereby releases, discharges and acquits Agent, Lenders, and their respective officers, directors, agents and employees and its and their respective successors and assigns, from all obligations to any Mexican Subsidiary (and its respective successors and assigns) and from any and all claims, demands, debts, accounts, contracts, liabilities, actions and causes of actions, whether in law or in equity, that any Mexican Subsidiary at any time had or has, or that its successors and assigns hereafter can or may have against Agent, Lenders and their respective officers, directors, agents or employees and its and their respective successors and assigns. (b) Notwithstanding anything to the contrary set forth in the letter agreement, dated October 15, 2010, as heretofore amended, among Agent, Borrowers and Guarantors with respect to the delivery of certain post-closing items and the compliance with certain post-closing covenants (the “Post-Closing Letter”), Agent and Lenders hereby agree that Borrowers and Guarantors shall not be required to deliver to Agent the items set forth in Sections 1(a) through 1(q) of the Post-Closing Letter and/or comply with the covenants set forth in such Sections.
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Mexican Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents that is governed by the laws of a jurisdiction within the United States of America, no representation, warranty or covenant is given herein or in any such other Loan Document as to the enforceability or validity of any guaranty given by any Mexican Subsidiary, the pledge of the assets of any Mexican Subsidiary or the Stock issued by any Mexican Subsidiary (including, without limitation, any required consents or the registration or perfection of any Lien granted thereon).
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Mexican Subsidiaries. The transaction contemplated by this Agreement involves only the transfer of the Sale Shares of the Company, a Luxembourg company, and not a transfer of shares of any other company of the group controlled by the Company. The Company indirectly owns 100% of shares in each of the following Mexican companies: Atento Mexico Holdco S. de X.X. de C.V.; Atento Servicios S.A. de C.V.; and Atento Atención y Servicios, S.A. de C.V. (collectively, the “Mexican Subsidiaries”). In order to comply with the Mexican Federal Economic Competition Law, and in particular Article 87 thereof, it is agreed that completion of the Luxembourg transaction will not have any legal or material effects in the Mexican territory until notification has been made to, and clearance obtained from, the Comisión Federal de Competencia Económica (“COFECE”) for Mexico. To ensure such absence of legal or material effect in Mexican territory, each Buyer, severally, and not jointly, undertakes to refrain from exercising any and all rights arising under the Sale Shares being purchased by such Buyer hereunder, in each case, to the extent such exercise relates to the respective capital stock, rights or assets of the Mexican Subsidiaries, including, without limitation, any and all rights with respect to sale, lease or other transfer of capital stock, rights or assets of the Mexican Subsidiaries, voting rights and rights to otherwise influence corporate decisions of, or relating to, the Mexican Subsidiaries; provided that this undertaking by such Buyer will cease to be effective on earlier of (i) the date that is 150 days following the date hereof, or such later date as determined by such Buyer to allow COFECE to examine this transaction, and (ii) the date on which COFECE shall have approved, consented to or otherwise authorized the acquisition of the Sale Shares being purchased by such Buyer.
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Mexican Subsidiaries. All of the rights and obligations of the Parties in connection with the Property and all operations related thereto shall be subject to and governed by this Agreement and by the Subsidiary Agreement (as defined below), as well as the Mexican Mining Law and its Regulations, as applicable. As soon as is reasonably practicable after the Effective Date, Magellan and GMC agree to cause Magellan Mexico and GMC Mexico, respectively, to (a) execute and deliver a Spanish-language purchase option agreement substantially similar in form and substance to this Agreement, modified as mutually agreed to by the Parties (the “Subsidiary Agreement”), and (b) execute and deliver other instruments, contracts and documents, and to take such other measures as may be necessary to accomplish the objectives of this Agreement, including making such modifications to this Agreement in the Subsidiary Agreement as may be reasonably recommended by Mexican counsel for GMC and Magellan, respectively. To the extent necessary to enforce its rights under this Agreement, in addition to any other legal or equitable remedies available to it, each of the Parties shall have the remedy of specific performance to compel the other to cause its Mexican subsidiary to take any actions contemplated under this Section 10.1.
Sample 1
Mexican Subsidiaries. On or after the date hereof, the Officer shall take all actions requested by the Company to transfer and convey any and all shares of capital stock in Minera Sol de Oro S.A. de C.V. and Minera Sol de Argonautas, S. De X.X. de C.V. held by the Officer to such Persons as the Company shall direct.
Sample 1
Mexican Subsidiaries. Mexican Subsidiaries" shall mean Industrias, Inmuebles and Servicios. For purposes of the Credit Agreement, it shall be understood that the Mexican Subsidiaries form part of the Foreign Subsidiaries (as defined in the Credit Agreement).
Sample 1
Mexican Subsidiaries. Borrowers shall cause each of the Mexican Subsidiaries to make distributions to Borrowers on a monthly basis in an amount equal to the income of such Person (less ordinary course operating expenses and charges) net of profit sharing payments made or received by the Mexican Subsidiaries to their alliance partners in accordance with the term of their existing agreements with such alliance partners (including, for example, the Relationship Agreement, dated December 15, 1998, between Arrendadora de Equipo para el Transporte de Automoviles, S. de X.X. de C.V. and Auto Traslados sin Rodar, S.A. de C.V.), as such agreements are in effect on the Closing Date.
Sample 1

Related to Mexican Subsidiaries

  • Domestic Subsidiaries Where Domestic Subsidiaries of the Borrower which are not Credit Parties hereunder (the "Non-Guarantor Subsidiaries") shall at any time constitute more than (the "Threshold Requirement"): (i) in any instance for any such Non-Guarantor Subsidiary, five percent (5%) of consolidated assets for the Consolidated Group or five percent (5%) of consolidated revenues for the Consolidated Group, or (ii) in the aggregate for all such Non-Guarantor Subsidiaries, ten percent (10%) of consolidated assets for the Consolidated Group or ten percent (10%) of consolidated revenues for the Consolidated Group, then the Borrower shall (i) promptly notify the Administrative Agent thereof, and promptly cause such Domestic Subsidiary or Subsidiaries to become a Guarantor by execution of a Joinder Agreement, such that immediately after joinder as a Guarantor, the remaining Non-Guarantor Subsidiaries shall not in any instance, or collectively, exceed the Threshold Requirement, (ii) deliver with the Joinder Agreement, supporting resolutions, incumbency certificates, corporate formation and organizational documentation and opinions of counsel as the Administrative Agent may reasonably request, and (iii) deliver stock certificates and related pledge agreements or pledge joinder agreements evidencing the pledge of 100% of the Voting Stock of all Domestic Subsidiaries (whether or not they are Guarantors) and 65% of the Voting Stock of all Foreign Subsidiaries, together with undated stock transfer powers executed in blank.

  • Excluded Subsidiaries (a) The Borrower will not permit any Excluded Subsidiary to (i) own or hold any Lien on any property of the Borrower or any Subsidiary Loan Party, (ii) incur any Indebtedness that is not Non-Recourse Debt, (iii) enter into any agreement, contract, arrangement or understanding with the Borrower or any Subsidiary Loan Party that is not expressly permitted by Section 6.09 or (iv) directly or indirectly own any Indebtedness of or Equity Interests in, or have any other investments in, the Borrower or any Subsidiary Loan Party. (b) Each Excluded Subsidiary shall be a Person with respect to which neither the Borrower nor any Subsidiary Loan Party has any direct or indirect obligation to (i) subscribe for additional Equity Interests, (ii) maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results or (iii) except to the extent permitted by Section 6.04, otherwise guarantee performance or payment of any obligations of such Person. (c) If, at any time, any Excluded Subsidiary fails to meet the requirements set forth in paragraphs (a) and (b) of this Section, such Subsidiary shall thereafter cease to be an Excluded Subsidiary for purposes of this Agreement and, as of such date, (i) any Indebtedness of such Subsidiary shall be deemed to be incurred by a Subsidiary Loan Party, (ii) any Liens on the property of such Subsidiary shall be deemed to be Liens on the property of a Subsidiary Loan Party, (iii) any investments in such Subsidiary shall be deemed to be investments in a Subsidiary Loan Party as of such date (and, if such Indebtedness, investments or Liens are not permitted to be incurred or to exist pursuant to this Agreement, the Borrower shall be in default hereunder) and (iv) the Borrower shall promptly comply with the requirements of Section 5.12 and 5.13 with respect to such Subsidiary.

  • Foreign Subsidiaries Subject to the following sentence, in the event that, at any time, Foreign Subsidiaries have, in the aggregate, (i) total revenues constituting 5% or more of the total revenues of Borrower and its Subsidiaries on a consolidated basis, or (ii) total assets constituting 5% or more of the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) the Borrower shall cause one or more of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledged, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become a Subsidiary Guarantor, xxxxx x xxxx on any of its assets in favor of the Lenders, or shall have its Equity Interests pledged to secure the Obligations, to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequences, to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests of such Foreign Subsidiary to the Lenders to secure the Obligations.

  • Immaterial Subsidiaries No Immaterial Subsidiary (a) owns any assets (other than assets of a de minimis nature), (b) has any liabilities (other than liabilities of a de minimis nature), or (c) engages in any business activity.

  • Subsidiaries All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

  • Material Subsidiaries The Subsidiaries listed on Schedule 2 hereto (each, a “Material Subsidiary” and, collectively, the “Material Subsidiaries”) are the only Subsidiaries that are “significant subsidiaries” of the Company within the meaning of Rule 1-02 of Regulation S-X under the Act or are otherwise material to the Company; no Subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the Company; all of the issued share capital of or other ownership interests in each Material Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable and (except as otherwise set forth in the Registration Statement, the Prospectuses and the Disclosure Package) are owned directly or indirectly by the Company free and clear of any lien, charge, mortgage, pledge, security interest, claim, or other encumbrance of any kind whatsoever (any “Lien”); each Material Subsidiary has been duly organized and validly exists as a corporation, partnership or limited liability company in good standing under the laws of the jurisdiction of its organization, with full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Prospectuses and the Disclosure Package; each Material Subsidiary is duly qualified to do business and is in good standing in each jurisdiction in which the character or location of its properties (owned, leased or licensed) or the nature or conduct of its business makes such qualification necessary, except for those failures to be so qualified or in good standing which (individually or in the aggregate) could not reasonably be expected to have a Material Adverse Effect.

  • Organization; Subsidiaries (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite corporate power and corporate authority to carry on its business as it is now being conducted or presently proposed to be conducted. To the Company's Knowledge, the Company is duly qualified and licensed as a foreign corporation to do business and is in good standing (and has paid all relevant franchise or analogous taxes) in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary, except where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (b) The Company owns, either directly or indirectly through one or more of its Subsidiaries, all of the capital stock or other equity interests of its Subsidiaries free and clear of all Liens, except those Liens pursuant to the credit and other loan agreements existing as of the date hereof. There are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Subsidiary, or any commitments of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Subsidiary or pursuant to which any Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. (c) Each Subsidiary is a corporation, limited liability company, partnership, business association or other Person duly organized, validly existing and in good standing (in jurisdictions where such concept is recognized) under the Laws of the jurisdiction of its organization and has the requisite corporate power and authority to carry on its business as it is now being conducted. To the Company's Knowledge, each Subsidiary of the Company is duly qualified and licensed as a foreign corporation or other business entity to do business and is in good standing (and has paid all relevant franchise or analogous taxes) in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary, except where the failure of one or more Subsidiaries to be so qualified or licensed, individually or in the aggregate, has not had and would not be reasonably expected to have a Material Adverse Effect.

  • Inactive Subsidiaries The Inactive Subsidiaries do not (a) have assets with an aggregate book value in excess of $1,000,000, (b) have revenue in excess of $1,000,000 in the aggregate and (c) conduct any business activities.

  • Restricted Subsidiaries The Issuer shall cause any Restricted Subsidiary required to guarantee payment of the Notes pursuant to the terms and provisions of Section 10.15 to execute and deliver to the Trustee a supplement to this Indenture substantially in the form of Exhibit A hereto in accordance with the provisions of Article Nine of this Indenture pursuant to which such Restricted Subsidiary shall guarantee all of the obligations on the Notes, whether for principal, premium, if any, interest (including interest accruing after the filing of, or which would have accrued but for the filing of, a petition by or against the Issuer under any Bankruptcy Law, whether or not such interest is allowed as a claim after such filing in any proceeding under such law) and other amounts due in connection therewith (including any fees, expenses and indemnities), on an unsecured senior basis, together with an Officer’s Certificate stating that such supplemental indenture is authorized or permitted by this Indenture. Upon the execution of any such amendment or supplement, the obligations of the Guarantors and any such Restricted Subsidiary under their respective Guarantees shall become joint and several and each reference to the “Guarantor” in this Indenture shall, subject to Section 12.08, be deemed to refer to all Guarantors, including such Restricted Subsidiary. Such Guarantee shall be released in accordance with Section 8.03 and Section 12.08.

  • Borrowing Subsidiaries Within two Business Days after the receipt by the Administrative Agent of a Borrowing Subsidiary Agreement executed by a Subsidiary and the Company, the Administrative Agent shall deliver to each Lender a notice of such request to become a Borrowing Subsidiary under this Agreement. If the designation of such Borrowing Subsidiary obligates the Administrative Agent or a Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Administrative Agent or such Lender shall deliver to the Company, (a) within five Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Domestic Subsidiary or (b) within 10 Business Days after the receipt of such a Borrowing Subsidiary Agreement in respect of a Foreign Subsidiary, a request to that effect, and the Company shall, promptly upon receipt of such request, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or such Lender in order for the Administrative Agent or such Lender to carry out and comply with the requirements of the USA PATRIOT Act or any other applicable laws and regulations, and, unless the results of such inquiry conflict with the requirements of such laws and regulations, or if no such request by the Administrative Agent or any Lender is made within the time period set forth above, such Borrowing Subsidiary shall become a party hereto and a Borrower hereunder with the same effect as if it had been an original party to this Agreement. Notwithstanding the foregoing, no Subsidiary shall become a Borrower Subsidiary if it shall be unlawful for such Subsidiary to become a Borrower hereunder or for any Lender to make Loans or otherwise extend credit to such Subsidiary as provided herein or for any Issuing Bank to issue Letters of Credit for the account of such Subsidiary. Upon the execution by the Company and a Borrowing Subsidiary and delivery to the Administrative Agent of a Borrowing Subsidiary Termination with respect to such Borrowing Subsidiary, such Borrowing Subsidiary shall cease to be a Borrowing Subsidiary hereunder; provided that no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary (other than to terminate such Borrowing Subsidiary’s right to obtain further Loans or Letters of Credit under this Agreement) at a time when any principal of or interest on any Loan to such Borrowing Subsidiary or any Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding hereunder. Promptly following receipt of any Borrowing Subsidiary Termination, the Administrative Agent shall send a copy thereof to each Lender.