Ownership of the Guarantors Sample Clauses

Ownership of the Guarantors. On the Second Amendment Effective Date, the Borrower owns, directly or indirectly, 100% of the issued and outstanding voting stock of each Guarantor.
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Ownership of the Guarantors. A Guarantor is not or ceases to be a Subsidiary of the Company.
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Ownership of the Guarantors. On the Effective Date, the Borrower owns, directly or indirectly, 100% of the issued and outstanding voting stock of each Guarantor.
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Ownership of the Guarantors. The Partnership owns, directly or indirectly, 100% of the issued limited liability company interests in each of the Guarantors and as of the closing of the Acquisition will own, directly or indirectly, 100% of the issued limited liability company interests in each of the Additional Guarantors; such limited liability company interests of the Guarantors and, if the Acquisition closes, the Additional Guarantors have been, and after giving effect to the Transactions will be, duly authorized and validly issued in accordance with the limited liability company agreement of such entity (collectively with the limited liability company agreement of the General Partner, referred to herein as the “General Partner Agreement,” and the Partnership Agreement, the “Organizational Agreements”) and the certificate of formation of such entity (collectively with the certificate of limited partnership of the Partnership, the certificate of formation of the General Partner, the certificate of incorporation and bylaws of Finance Corp and the Organizational Agreements, the “Organizational Documents”), and are fully paid (to the extent required under the Organizational Agreement of such entity) and nonassessable (except (i) in the case of an interest in a Delaware limited liability company, as such nonassessability may be affected by matters described in Sections 18-303, 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”) and (ii) in the case of an interest in a limited liability company formed under the laws of another domestic state, as such nonassessability may be affected by similar provisions of such state’s limited liability company statute, as applicable); and the Partnership owns such limited liability company interests free and clear of all Liens, except for those Liens securing obligations under the Amended and Restated Credit Agreement.
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Ownership of the Guarantors. The Partnership owns, directly or indirectly, 100% of the capital stock or membership interests, as applicable, in each of the Guarantors; such capital stock or membership interests, as applicable, have been duly authorized and validly issued in accordance with the certificate or articles of incorporation and bylaws or limited liability company agreement, as applicable, of such entity (as the same may be amended or restated at or prior to the Closing Date) and are fully paid (to the extent required under such applicable organizational documents, as the same may be amended or restated at or prior to the Closing Date) and nonassessable (except (x) in the case of an interest in a Delaware limited liability company, as such nonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”), and (y) in the case of an interest in an entity formed under the laws of a foreign jurisdiction, as such nonassessability may be affected by similar provisions of such jurisdiction’s partnership, limited or unlimited liability company statute, if any, as applicable); and the Partnership owns, directly or indirectly, such capital stock or membership interests, as applicable, free and clear of all liens, encumbrances (except restrictions on transferability as described in the Time of Sale Information and the Offering Memorandum or otherwise contained in such applicable organizational documents, as the same may be amended or restated at or prior to the Closing Date), security interests, charges or claims, other than those arising under (a) (i) the Partnership’s Third Amended and Restated Credit Agreement, dated as of February 23, 2018, and (ii) the related First Amendment to Third Amended and Restated Credit Agreement, dated as of September 4, 2019 (as the same may be further amended or restated at or prior to the Closing Date, the “Credit Agreement”), (b) the ISDA Master Agreement dated as of March 17, 2006, including the Third Amended and Restated Schedule dated June 17, 2016, between Calumet Lubricants Co., Limited Partnership, an Indiana limited partnership, predecessor to Calumet Refining and X. Xxxx & Company, as amended on June 17, 2016, and the related Schedule and Credit Support Annex thereto, (c) the ISDA Master Agreement dated as of May 10, 2013, between Calumet Refining and Xxxxxxx Xxxxx Commodities, Inc., as amended on April 20, 2016 and June 29, 2016, including the related Schedule and Cre...
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Ownership of the Guarantors. The Borrower directly owns beneficially and of record 100 per cent. of the issued share capital of Hua Xxxx Xxxdings and Hua Xxxx Xxxdings directly owns beneficially and of record 100 per cent. of the issued share capital of Hua Xxxx Xxxnting.
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Ownership of the Guarantors. The Borrower owns beneficially and of record all of the issued and outstanding Capital Stock of Aegis Consumer Finance and Aegis Consumer Finance owns beneficially and of record all of the issued and outstanding shares of the Capital Stock of Aegis Auto Finance in each case free and clear of all Liens other than Liens in favor of III Finance and the Indenture Trustee. Section 5.14.
Sample 1
Ownership of the Guarantors. (a) Subject to Section 5.17(d) or (e), USANi and the Borrower, respectively, agree at all times to own, directly or indirectly through Wholly Owned Subsidiaries, both beneficially and of record and free and clear of all Liens (other than Liens arising under the Pledge Agreement in favor of the Collateral Agent for the benefit of the Secured Parties), and control 100% of the capital stock or other equity interests of each of their Subsidiaries that is a Guarantor.
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Related to Ownership of the Guarantors

  • Consent of the Guarantors Each Guarantor hereby consents, acknowledges and agrees to the amendments and other matters set forth herein and hereby confirms and ratifies in all respects the Guaranty to which it is a party (including without limitation the continuation of each Guarantor’s payment and performance obligations thereunder upon and after the effectiveness of this Amendment and the amendments, waivers and consents contemplated hereby) and the enforceability of the applicable Guaranty against the applicable Guarantor in accordance with its terms.

  • Covenants of the Guarantor The Guarantor covenants and agrees through the Termination Date, that:

  • Waiver by the Guarantors Each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Company or any other Person.

  • Covenants of the Company and the Guarantor The Company and the Guarantor covenant with the Representative(s) and with each Underwriter participating in the offering of Underwritten Securities, as follows:

  • Agreements of the Company and the Guarantors The Company and the Guarantors, jointly and severally, agree with each of the Initial Purchasers as follows:

  • Covenants of the Company and the Guarantors The Company and the Guarantors covenant with each Initial Purchaser as follows:

  • Further Agreements of the Company and the Guarantors The Company and each of the Guarantors jointly and severally covenant and agree with each Initial Purchaser that:

  • Waiver by the Guarantor The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Borrower or any other Person.

  • Indemnification by the Company and the Guarantors The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any registration statement contemplated hereunder, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

  • Representations and Warranties of the Company and the Guarantors The Company and the Guarantors jointly and severally represent and warrant to each Initial Purchaser that:

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