Parent Covenant Sample Clauses
A Parent Covenant is a contractual provision in which a parent company makes specific promises or undertakings, often to support the obligations of its subsidiary. This clause may require the parent to ensure the subsidiary complies with certain terms, provide financial support, or refrain from actions that could negatively impact the agreement. By including a Parent Covenant, parties gain additional assurance and security, as it extends responsibility beyond the subsidiary to the parent company, thereby reducing the risk of non-performance or default.
Parent Covenant. Parent covenants and agrees with each Lender that, so long as this Agreement shall remain in effect and until all Obligations (other than Obligations in respect of Specified Hedge Agreements, Cash Management Obligations and contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) have been paid in full, unless the Required Lenders shall otherwise consent in writing, (a) Parent will not (and will not cause or permit any Intermediate Parent to) create, incur, assume or permit to exist any Lien (other than Liens of a type described in Sections 6.02(d), (e) or (k)) on any of the Equity Interests issued by Casino, S&F Holdings or Borrower Holdco other than the Liens created under the Loan Documents, the ABL Loan Documents or the definitive documentation evidencing any Credit Agreement Refinancing Indebtedness, Incremental Facilities, Incremental Equivalent First Lien Term Debt, Indebtedness permitted under Sections 6.01(b), (h), (i), (j), (k), (m), (q) or (u) or Indebtedness secured by a Lien permitted under Section 6.02(t) or 6.02(bb), and any Permitted Refinancing Indebtedness in respect of any of the foregoing, and non-consensual Liens arising by operation of law, (b) Parent shall (and except as otherwise permitted below, shall cause each Intermediate Parent to) do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence; provided that so long as no Event of Default exists or would result therefrom, Parent may merge with any other person, (c) Parent will, and will cause each Intermediate Parent to, otherwise maintain their passive holding company status; provided that notwithstanding the foregoing, Parent and each Intermediate Parent shall be permitted to be a borrower or issuer of any Indebtedness permitted under this Agreement, a Loan Party of any Indebtedness permitted under this Agreement, grant liens in connection with the foregoing except as prevented by clause (a) above, and take all other actions permitted or required under the Loan Documents, the ABL Loan Documents or the definitive documentation evidencing any Credit Agreement Refinancing Indebtedness, Incremental Facilities, Incremental Equivalent First Lien Term Debt or Indebtedness permitted under Sections 6.01(b), (h), (i), (j), (k), (m), (q), (u) or (x) or Indebtedness secured by a Lien permitted under Section 6.02(t) or 6.02(bb), and any Permitted Refinancing Ind...
Parent Covenant. Any shares held by the Parent in the Company and any intergroup credit balances owed to the Parent by an Obligor shall be:
(a) subject to Security; and
(b) subject to the provisions of the HYD Intercreditor Agreement or the Group Intercreditor Agreement.
Parent Covenant. Parent hereby agrees to cause the GE Entities and Splitco (following the Closing) and their permitted assigns and their respective successors to timely comply with and perform all of such GE Entities’ and Splitco’s obligations under this Agreement and the Ancillary Agreements. In the event that either GE Entity or Splitco (following the Closing) is for any reason incapable of complying with and performing its respective obligations under this Agreement in a timely manner, Parent will comply with and perform such obligation or cause another of its Subsidiaries as designated by Parent to comply with and perform such obligations.
Parent Covenant. Parent hereby covenants and agrees that at any meeting of stockholders held to consider a proposal to increase the authorized capital stock of the Company (or any written consent solicited therefor), Parent will vote all of the Company's shares held by it in favor of such proposal if the Company's board of directors recommends that stockholders vote in favor of such proposal.
Parent Covenant. By execution hereof, Parent covenants and agrees (i) to cause Manager to operate the Companies' Systems and businesses in compliance with the Loan Documents, (ii) to cause all payments under the Roaming Agreements to be paid directly to Borrower, and (iii) in the event any payments under the Roaming Agreements are received by Parent, to immediately contribute such payments to Borrower as a capital contribution.
Parent Covenant. Notwithstanding anything to the contrary herein, Parent will not incur any Debt or Liens or engage in any activities or consummate any transactions (including, without limitation, any merger, amalgamation, consolidation, dissolution, liquidation, wind-up, Restricted Payments, Investments or Dispositions) and will not conduct, transact or otherwise engage in any business or operations, in each case, other than:
Parent Covenant. Parent hereby represents and covenants to each Holder of the Securities and the Trustee that it will either assume or cause the Company to comply with all of the Company's obligations under the Registration Rights Agreement from and after the Effective Time, except that all obligations under the Registration Rights Agreement to register Company common stock shall be obligations of Parent to register Common Stock.
Parent Covenant. Notwithstanding anything to the contrary herein, Parent will not incur any Debt or Liens or engage in any activities or consummate any transactions (including, without limitation, any merger, amalgamation, consolidation, dissolution, liquidation, wind-up, Restricted Payments, Investments or Dispositions) and will not conduct, transact or otherwise engage in any business or operations, in each case, other than:
(a) the ownership and/or acquisition of the Equity Interests of Administrative Borrower and International Holdings;
(b) the performance of obligations under and compliance with the Parent Series A Preferred Equity Documents (on or prior to the Fourth Amendment Effective Time), Parent Series B Preferred Equity Documents, the Exchange Agreement, its Organizational Documents, or applicable Laws (including the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance), ordinance, regulation, rule, order, judgment, decree or permit, including without limitation as a result of or in connection with the activities of its Subsidiaries;
(c) participating in tax, accounting, cash management, cash pooling, transfer pricing, cost- sharing arrangements, insurance, payroll and other administrative matters related to Parent or any of its Subsidiaries;
(d) the entry into, and exercise of rights and performance of its obligations under and in connection with the Loan Documents, the Debt permitted to be incurred pursuant to Section 7.01(a)(xxii) and the Debt permitted to be incurred pursuant to Section 7.01(a)(xxiii) (including the conversion of the Convertible Notes into Equity Interests pursuant to the terms thereof and any documentation governing any Guarantee of Debt of any Subsidiary of a Loan Party permitted hereunder);
(e) the issuance of any common Equity Interests of Parent as permitted by the Parent Series A Preferred Certificate of Designations and the Parent Series B Preferred Certificate of Designations;
(f) the issuance of the Parent Series B Preferred Equity Interests as contemplated by the Exchange Agreement or as otherwise permitted by the Parent Series B Preferred Certificate of Designations;
(g) holding of any cash, Cash Equivalents and other assets received from any Subsidiary of Parent, in each case, pending prompt investment or application thereof in a manner permitted by the terms of this Agreement;
(h) incurring fees, costs and expenses relating to overhead and general operating, in...
Parent Covenant. Parent hereby agrees that it shall cause the Company --------------- to perform all of its agreements, covenants and other obligations under this Agreement and the other agreements and instruments contemplated hereby and thereby.
Parent Covenant. Parent hereby agrees to take all actions necessary to cause the Buyer to perform and comply with its obligations under this Agreement. [The remainder of this page is intentionally left blank.]