Parent Guarantors Sample Clauses
The Parent Guarantors clause establishes that one or more parent companies of a party to the agreement are legally responsible for fulfilling the obligations of their subsidiary under the contract. In practice, this means that if the subsidiary fails to meet its commitments, the parent guarantor(s) must step in to perform or pay as required. This clause is commonly used in commercial agreements to provide additional security to the other party, ensuring that obligations will be met even if the subsidiary encounters financial difficulties or defaults.
Parent Guarantors. (a) The Parent Guarantors will not conduct, transact or otherwise engage in any material business or material operations other than (i) the ownership and/or acquisition of the Capital Stock (other than Disqualified Stock) of the Company or the other Parent Guarantors, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (iii) to the extent applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of the Parent Guarantors and the Company, (iv) the performance of its obligations under and in connection with the Notes Documents and any documents relating to other Indebtedness permitted under Section 4.09, (v) any public offering of its common Capital Stock or any other issuance or registration of its Capital Stock for sale or resale not prohibited by Article 4, including the costs, fees and expenses related thereto, (vi) any transaction that a Parent Guarantor is not prohibited to enter into or consummate under this Article 4 and any transaction between the Parent Guarantors and the Company, any other Parent Guarantor or any Subsidiary permitted under this Article 4, including (a) making any dividend or distribution or other transaction similar to a Restricted Payment (other than a Restricted Investment) not prohibited by Section 4.07 (or the making of a loan to its Parent Entities or any Equityholding Vehicle in lieu of any such permitted Restricted Payment (other than Restricted Investments) or distribution or other transaction similar to a Restricted Payment (other than Restricted Investments)) or holding any cash received in connection with Restricted Payments (other than Restricted Investments) made by the Company in accordance with Section 4.07 pending application thereof by a Parent Guarantor in the manner contemplated by Section 4.07 (including the redemption in whole or in part of any of its Capital Stock (other than, in the case of MPH Acquisition Corp. 1, Disqualified Stock) in exchange for another class of Capital Stock (other than, in the case of MPH Acquisition Corp. 1, Disqualified Stock) or rights to acquire its Capital Stock (other than, in the case of MPH Acquisition Corp. 1, Disqualified Stock) or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Capital Stock (other than, in the case of MPH Acquisition Corp. 1, Disqualified Stock)), (b) making any Investment...
Parent Guarantors. The Obligors may at any time and from time to time, including for purposes of complying with Section 7.05, designate any Additional Parent Guarantor as a Parent Guarantor hereunder, by delivery to the Administrative Agent of a Parent Guarantor Joinder Agreement executed by such Additional Parent Guarantor and the satisfaction of the conditions with respect to such Additional Guarantor set forth in Section 5.04(b) (or waiver thereof in accordance with Section 10.02).
Parent Guarantors. (a) The Holder and each Parent Guarantor represents and warrants to the Corporation that:
(i) if the Holder is, or is a direct or indirect subsidiary of, a Bank (as defined below) (other than an Excluded Subsidiary Bank (as defined below)), each Beneficial Owner of more than fifty percent (50%) of the Holder’s or any Parent Guarantor’s equity interest, other than any Beneficial Owner that is a Holding Company (as defined below) or a direct or indirect subsidiary of such Holding Company that itself is not a Bank or a direct or indirect subsidiary of a Bank,
(ii) if the Holder is, or is a direct or indirect subsidiary of, a Holding Company but is not a Bank or a direct or indirect subsidiary of a Bank (other than an Excluded Bank Subsidiary, which is included in this clause (ii)), the ultimate Holding Company parent of the Holder, and
(iii) if the Holder is not described in either clause (i) or (ii) above, each Beneficial Owner of more than fifty percent (50%) of the Holder’s or any Parent Guarantor’s equity interest, has executed and delivered to the Corporation a counterpart of this Agreement as a Parent Guarantor hereunder. If after the Effective Date any additional Person shall become a Beneficial Owner of more than fifty percent (50%) of the Holder’s or any Parent Guarantor’s equity interest and, per the preceding sentence, such Person would have executed and delivered to the Corporation a counterpart of this Agreement as a Parent Guarantor hereunder, the Holder and each Parent Guarantor shall promptly cause such Person to execute and deliver a counterpart hereof to the Corporation as a Parent Guarantor hereunder.
Parent Guarantors. Solely with respect to the Parent Guarantors shall not:
(a) incur any Indebtedness other than the Obligations;
(b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it;
(c) make any Transfer or distribution pursuant to Section 7.6 other than a Permitted Transfer or the Transfer of the Forever Oceans Interest in accordance with Section 2.05 of the Purchase Agreement;
(d) consolidate with, or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; or
(e) change the nature of its business or acquire any tangible assets.
Parent Guarantors. Notwithstanding anything to the contrary contained herein or in any other Loan Document, (a) the Parent shall not engage in any operating or business activities or other transactions other than its ownership of the Borrower and shall not directly hold Equity Interests of any subsidiary except the Borrower; and (b) Holdings shall not engage in any operating or business activities or other transactions other than its ownership of Parent and shall not directly hold Equity Interests of any subsidiary except the Parent; provided that the following shall be permitted activities: (i) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (ii) the performance of its obligations with respect to the Loan Documents, (iii) payment of Taxes, (iv) conduct of financial audits as provided hereunder, (v) providing indemnification to officers, managers and directors, (vi) making Restricted Payments to holders of its Equity Interests to the extent permitted by Section 9.04, (vii) the issuance of Debt to the extent permitted by Sections 9.02(f), (g), (h) and (i), and (viii) any other activities incidental or reasonably related to the foregoing. CREDIT AGREEMENT
Parent Guarantors. The Administrative Agent and the Lender Representative shall have received (A) a copy of the Parent Loan Guaranty, in the form attached as Exhibit B hereto, and (B) the Joinder Agreement to the Security Agreement, in the form attached as Exhibit C hereto (in each case with such changes as are reasonably satisfactory to the Administrative Agent and the Lender Representative), in each case, duly executed by each of the Parent Loan Guarantors.