Non-Guarantor Subsidiaries. The Company will not at any time permit the sum of the consolidated assets of all of the Company’s Subsidiaries which are not Subsidiary Guarantors (the non-guarantor Subsidiaries being referred to collectively as the “Non-Obligor Subsidiaries”) to exceed twenty percent (20%) of the Company’s and its Subsidiaries consolidated assets. For the avoidance of doubt, Excluded Joint Ventures shall be disregarded for purposes of this Section 7.15.
Non-Guarantor Subsidiaries. 2.01 Commitments and Applicable Percentages
5.01 Loan Parties Organizational Information 5.08(b)(1) Owned Real Estate 5.08(b)(2) Leased Real Estate
Non-Guarantor Subsidiaries. Schedule 7.1(x) is, as of the Agreement Date, a complete and correct list of all Subsidiaries which are not required to become a Guarantor as of the Agreement Date, setting forth for each such Person, the correct legal name of such Person, the type of legal entity which each such Person is, all equity interests in such Person held directly or indirectly by the Parent and the reason such Subsidiary is not required to become a Guarantor as of the Agreement Date.
Non-Guarantor Subsidiaries. Subject to the grace period set forth in Section 7.2(K)(c)(i), the Borrower will not at any time permit the aggregate assets of all of the Borrower’s domestic consolidated Subsidiaries (other than the SPVs) which are not Subsidiary Guarantors to exceed ten percent (10%) of Consolidated Domestic Assets of the Borrower and its consolidated Subsidiaries (other than the SPVs). The Borrower shall not permit any of its Subsidiaries (including non-domestic Subsidiaries) to guaranty any Indebtedness of the Borrower for which the Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties) other than the Indebtedness hereunder unless each such Subsidiary is a Subsidiary Guarantor under the Subsidiary Guaranty.
Non-Guarantor Subsidiaries. Except as otherwise disclosed in the Time of Sale Prospectus and the Prospectus, no Subsidiary (A) is a guarantor of any Indebtedness (as defined in the Indenture) of the Company that, when taken together with any other outstanding Indebtedness of the Company that is guaranteed by its Subsidiaries that are not Subsidiary Guarantors (as defined in the Indenture), exceeds $50 million in the aggregate at any time, or (B) has incurred any Indebtedness that is not permitted pursuant to Section 1011 of the Indenture.
Non-Guarantor Subsidiaries. Notwithstanding any other provision of this Credit Agreement, the Credit Parties shall prohibit any Non-Guarantor Subsidiary from (a) forming or acquiring any new Subsidiary, (b) incurring any new Indebtedness other than Indebtedness in respect of current accounts payable and accrued expenses incurred in the ordinary course of business, (c) purchasing or acquiring any new assets or (d) incurring any change in its ownership.
Non-Guarantor Subsidiaries. (i) The Parent Guarantor shall not permit any of its Subsidiaries that are not Guarantors (“Non-Guarantor Subsidiaries”) to, directly or indirectly:
(1) Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock and the Parent Guarantor shall not permit any of the Non-Guarantor Subsidiaries to issue any shares of Preferred Stock;
(2) assume or guarantee any Indebtedness secured by a Lien upon any asset or property of such Non-Guarantor Subsidiary or on any evidences of Indebtedness or shares of Capital Stock of, or other ownership interests in, any Non-Guarantor Subsidiary (regardless of whether the asset, property, Indebtedness, Capital Stock or ownership interests were acquired before or after the date hereof);
(3) hire any employees or enter into any leases, except (i) if done by ARG in the ordinary course of business or (ii) if required by applicable law; and
(4) Except for ARG, engage in any business activities or have any material properties or liabilities, other than (i) activities related to the maintenance of its corporate existence, (ii) activities related to their ordinary course activities of purchasing Intellectual Property, (iii) activities related to their ordinary course activities of retaining legal counsel to represent such non-guarantor subsidiary as a plaintiff in Intellectual Property litigation, (iv) activities to comply with applicable law, (v) transactions among the Parent Guarantor and its Subsidiaries in their ordinary course of business, (vi) with respect to AMO Holdco LLC, Viamet Holdco LLC, Malin J1 Limited and Maudlin Holdings LLC, holding the assets and being party to those agreements listed on Schedule F of the Fourth Supplemental Agreement, and such other assets that AMO Holdco LLC, Viamet Holdco LLC and Maudlin Holdings LLC may hold as a result of dividends, distributions or similar corporate transactions that AMO Holdco LLC, Viamet Holdco LLC, Malin J1 Limited and Maudlin Holdings LLC may be entitled to as a result of holding such assets or ordinary course activities related to holding such assets, and (vii) activities, liabilities and properties incidental to the foregoing clauses (i) through (iv), with all such liabilities in total not to exceed an aggregate of $5,000,000 among all non-guarantor subsidiaries as a whole and $1,000,000 for each non-guarantor subsidiary individually, excluding legal and professional fees and royalty sharing arrangements accrued in the ordinary course...
Non-Guarantor Subsidiaries. (a) Each Domestic Subsidiary of the Parent (other than Dollar, Thrifty and any SPC) that
(i) accounted for more than 1 1/2% of consolidated revenues of the Parent and its Subsidiaries or 1 1/2% of consolidated net earnings of the Parent and its Subsidiaries, in each case for the four consecutive Fiscal Quarters of the Parent ending on March 31, 2000, or, if later, the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 8.1.1 (or Section 8.1.1 of the Original Credit Agreement), financial statements have been, or are required to have been, delivered by the Parent to the Administrative Agent, or
(ii) has assets which represent more than 1 1/2% of the consolidated assets of the Parent and its Subsidiaries as of March 31, 2000, or, if later, the last day of the last Fiscal Quarter of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 8.1.1 (or Section 8.1.1 of the Original Credit Agreement), financial statements have been, or are required to have been, delivered by the Parent to the Administrative Agent, is a party to the Subsidiary Guaranty.
(b) There are no Domestic Subsidiaries of the Parent that are not Subsidiary Borrowers or Subsidiary Guarantors and that, when taken together with all other Subsidiaries of the Parent that are not Subsidiary Borrowers or Subsidiary Guarantors,
(i) account in the aggregate for more than 2 1/2% of consolidated revenues of the Parent and its Subsidiaries or 2 1/2% of consolidated net earnings of the Parent and its Subsidiaries, in each case for the four consecutive Fiscal Quarters of the Parent ending on March 31, 2000, or, if later, the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 8.1.1 (or Section 8.1.1 of the Original Credit Agreement), financial statements have been, or are required to have been, delivered by the Parent to the Administrative Agent, or
(ii) have assets which represent more than 2 1/2% of the consolidated assets of the Parent and its Subsidiaries as of March 31, 2000, or, if later, the last day of the last Fiscal Quarter of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 8.1.1 (or Section 8.1.1 of the Original Credit Agreement), financial statements have been, or are required to have been, delivered by the Parent to the Administrative Agent.
Non-Guarantor Subsidiaries. Entity Direct Owner(s) % Owned by U.S. Borrower (indirectly or directly) % Owned by Holdings (indirectly or directly) other than through U.S. Borrower Entity Direct Owner(s) % Owned by U.S. Borrower (indirectly or directly) % Owned by Holdings (indirectly or directly) other than through U.S. Borrower
Non-Guarantor Subsidiaries. The Parent Guarantor will not at any time permit the sum of the consolidated assets of all of the Parent Guarantor’s Subsidiaries which are not Subsidiary Guarantors (the non-guarantor Subsidiaries being referred to collectively as the “Non-Obligor Subsidiaries”) to exceed twenty percent (20%) of the Parent Guarantor’s and its Subsidiaries consolidated assets. For the avoidance of doubt, Excluded Joint Ventures shall be disregarded for purposes of this Section 10.18.
