Other Subsidiaries. Except where a failure to satisfy such representation would not have a Material Adverse Effect, each of the Subsidiaries of the Borrower (other than the Subsidiary Guarantors) (i) is a corporation, limited partnership, general partnership, limited liability company or trust duly organized under the laws of its State of organization and is validly existing and in good standing under the laws thereof, (ii) has all requisite power to own its property and conduct its business as now conducted and as presently contemplated and (iii) is in good standing and is duly authorized to do business in each jurisdiction where Real Estate owned or leased by it is located (to the extent such authorization is required by Applicable Law).
Other Subsidiaries. The Operating Partnership, Plymouth Industrial 20 LLC and Plymouth MWG Holdings are the only subsidiaries of the Company that meet the definition of a “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X).
Other Subsidiaries. If, as of the end of any fiscal quarter of WFS occurring after the Closing Date, the aggregate book value of assets of all then existing Guarantors, on a consolidated basis, (including Equity Interests in other Subsidiaries, but excluding Investments that are eliminated in consolidation) do not represent at least 80% of the aggregate book value of assets of WFS and its Subsidiaries on a consolidated basis as of the end of WFS’s most recently completed fiscal year (the “80% Guaranty Threshold”), then the Borrowing Agent shall (i) promptly notify the Administrative Agent that the 80% Guaranty Threshold is not met and identify additional Domestic Subsidiaries, and if necessary, additional Foreign Subsidiaries (without regard to any material adverse tax consequences which may result therefrom), to become Guarantors such that upon such identified Subsidiaries becoming Guarantors, the 80% Guaranty Threshold will be satisfied, and (ii) promptly (and in any event, with respect to any Domestic Subsidiary, within thirty (30) days, and, with respect to any Foreign Subsidiary, within sixty (60) days), in each case, which period may extended by the Administrative Agent in its sole discretion, cause each such Subsidiary to become a Guarantor by executing and delivering to the Administrative Agent a Guaranty Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose; provided that (x) no Foreign Subsidiary shall be required to become a Guarantor pursuant to this subsection (b) if such guaranty would violate applicable Law and (y) none of Atlantic Fuel Services, IRC and Resource Recovery shall be required to become a Guarantor pursuant to this subsection (b) so long as such Subsidiary is in compliance with Section 7.13.
Other Subsidiaries. Except as otherwise specified in this Section 1.12(b), with respect to each Subsidiary of TAM other than an Airline Subsidiary, the provisions relating to the governance and operations of such Subsidiary shall be identical to the provisions contained herein relating to the governance and operations of TAM, including, in the case of any such Subsidiaries that are managed by a board of directors, the provisions governing the composition and operation of such boards of directors (excluding those provisions relating to the dates for and frequency of meetings and actions requiring a Supermajority Board Vote or a Supermajority Shareholder Vote). With respect to any such Subsidiaries that are wholly-owned by TAM, the board of directors of any such Subsidiary shall be comprised of an equal number of board members of such Subsidiary selected by each of LATAM and TEP and all actions of the board of directors of any such Subsidiary must be approved by the affirmative vote of a majority of the board members of such Subsidiary thereof at a duly called meeting of such board of directors at which a quorum is present and acting throughout. With respect to any such Subsidiary that is not wholly owned by TAM, each of LATAM and TEP shall have the right to elect an equal number of board members of any such Subsidiary (unless TAM and/or its Subsidiaries have the right to elect an odd number of board members of such Subsidiary, in which case LATAM shall have the right to select the last board member), and the board members elected to any such Subsidiary shall not take any action unless and until all of such board members selected by LATAM and TEP have been elected and agree to take such action.
Other Subsidiaries. PGIO and IMS agree that there will be certain costs and expenses associated with the IMA's Subsidiaries listed on Section 4.15 of the Disclosure Schedule either ceasing to conduct the CD Business that such entities had conducted or otherwise terminating activities (including through liquidation, dissolution or similar activity) with respect to the CD Business. Each of PGIO and IMS agree to bear an equal (50-50) share of all costs, fees and expenses (other than Taxes which shall be borne by IMS or its Affiliates) arising from, relating to or resulting from such cessation or termination of CD Business activities by, or liquidation, dissolution or similar activity with respect to, such Subsidiaries, including costs, fees and expenses incurred or to be incurred in connection with employee matters, including severance or similar costs, cancellation of leases, restructuring costs, fees and expenses arising from, relating to or resulting from such cessation or termination. Each of PGIO and IMA shall use commercially reasonable efforts to implement such cessation or termination as promptly as reasonably practicable following any decision by IMA or a Subsidiary thereof to so cease or terminate activities, including sharing estimated costs, fees and expenses and proposed timelines for such cessation or termination.
Other Subsidiaries. 32 Section 4.16 Compliance with Contractual Obligations ................. 32 Section 4.17 Issuance of Shares ...................................... 33 Section 4.17 Unipath Purchase ........................................ 33
Other Subsidiaries. To give the Bank prompt written notice if the Borrower’s subsidiaries, excluding Material Subsidiaries and any other subsidiaries that have guarantied the Borrower’s obligations to the Bank or whose capital stock has been pledged to secure the Borrower’s obligations to the Bank, in accordance with clauses (A) and (B) below, (1) hold assets with a total book value, on a combined basis, at least equal to ten percent (10%) of the book value of the Borrower’s assets on a consolidated basis or (2) have earned, on a combined basis, revenues at least equal to ten percent (10%) of the Borrower’s total revenues on a consolidated basis over the prior four (4) fiscal quarters (the “Asset/Revenue Threshold”). Once the Asset/Revenue Threshold is reached, then, with respect to any subsidiary created or acquired thereafter, if (A) a subsidiary is a Domestic Subsidiary, the Borrower will promptly cause such subsidiary to guarantee the Borrower’s obligations to the Bank under this Agreement, pursuant to documentation in form and substance acceptable to the Bank; or (B) if a subsidiary is not a Domestic Subsidiary, then the Borrower will grant to the Bank, or (if an indirect subsidiary) will promptly cause the shareholder of the subsidiary to grant to the Bank, a security interest in sixty-five percent (65%) of the issued and outstanding capital stock of such subsidiary, pursuant to documentation in form and substance acceptable to the Bank; provided, however, that the Borrower need not comply with clauses (A) or (B) above if, after reaching the Asset/Revenue Threshold, the Borrower causes an existing Domestic Subsidiary (other than a Material Subsidiary) to guaranty the Borrower’s obligations to the Bank in accordance with clause (A) above, such that the amount of assets or revenues described in clauses (1) and (2) above are below the Asset/Revenue Threshold.
Other Subsidiaries. Within 10 Business Days of becoming a Domestic Subsidiary, each Person which hereafter becomes a Domestic Subsidiary shall execute and deliver to the Administrative Agent (a) a Guaranty in form and substance satisfactory to the Administrative Agent, pursuant to which such Domestic Subsidiary guaranties the prompt payment and performance in full of all of the Obligations, (b) a Guarantor Security Agreement in form and substance satisfactory to the Administrative Agent, pursuant to which such Domestic Subsidiary grants to the Administrative Agent, for the pro rata benefit of the Lenders, a first priority security interest in all of such Domestic Subsidiary's personal property of the types described in Section 6.1(b), whether now owned or hereafter acquired, and all products and proceeds thereof, and (c) a Subsidiary Pledge Agreement in form and substance satisfactory to the Administrative Agent, pursuant to which such Domestic Subsidiary grants to the Administrative Agent, for the pro rata benefit of the Lenders, a first priority security interest in (i) all of the capital stock and other equity interests of each other Domestic Subsidiary, whether now owned or hereafter acquired by such Domestic Subsidiary, and (ii) 66% of the shares of voting stock and other voting equity interests and all of the shares of non-voting preferred stock and other non-voting equity interests of each direct Foreign Subsidiary, whether now owned or hereafter acquired by such Domestic Subsidiary, (d) such further documents and instruments (including without limitation Uniform Commercial Code financing statements, stock certificates and stock powers) as the Administrative Agent in its sole discretion deems necessary or desirable to create, evidence, preserve, and perfect its Liens in the Collateral, and (e) such legal opinions, corporate and partnership documents and certificates as Administrative Agent or its counsel may require in connection with the documents executed and delivered pursuant to this Section.
Other Subsidiaries. Except where a failure to satisfy such representation would not have a Material Adverse Effect, each of the Subsidiaries of the Borrower (other than the Pool Property Owners) (i) is a corporation, limited partnership, general partnership, limited liability company or trust duly organized under the laws of its State of organization and is validly existing and in good standing under the laws thereof, (ii) has all requisite power to own its property and conduct its business as now conducted and as presently contemplated and (iii) is in good standing and is duly authorized to do business in each jurisdiction where Real Estate owned or leased by it is located.
Other Subsidiaries. Other than Merger Subsidiary, RhoMed Incorporated ("RhoMed") and Interfilm Technologies, Inc. ("Interfilm") are Palatin's only Significant Subsidiaries.
(a) RhoMed is a corporation duly organized, validly existing and in good standing under the laws of New Mexico and has the corporate power to carry on its business as it is now being conducted and currently proposed to be conducted. RhoMed is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary except where the failure to be so qualified will not have a Palatin Material Adverse Effect. All the outstanding shares of capital stock of RhoMed are validly issued, fully paid and nonassessable and are owned by Palatin or by another subsidiary of Palatin free and clear of any liens, claims or encumbrances.
(b) Interfilm is a corporation duly organized, validly existing and in good standing under the laws of New York and has the corporate power to carry on its business as it is now being conducted and currently proposed to be conducted. Interfilm is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary except where the failure to be so qualified will not have a Palatin Material Adverse Effect. All the outstanding shares of capital stock of Interfilm are validly issued, fully paid and nonassessable and are owned by Palatin or by another subsidiary of the Palatin free and clear of any liens, claims or encumbrances.
(c) Except as disclosed in the Palatin SEC Reports or as disclosed in Section 5.3 of the Palatin Disclosure Schedule, (i) there are no existing options, warrants, calls or other rights, agreements or commitments of any character relating to the issued or unissued capital stock or other securities of RhoMed, and (ii) Palatin does not directly or indirectly own any interest in any other corporation, partnership, joint venture or other business association or entity.
