Parent Holding Status Clause Samples

Parent Holding Status. With respect to Parent, engage in any business or activity, hold any assets or incur any Indebtedness or other liabilities, other than (i) its ownership of the Capital Stock in the Borrowers, intercompany notes permitted hereunder, cash and Cash Equivalents, notes of officers, directors and employees permitted hereunder, and all other assets incidental to its ownership of Capital Stock in the Borrowers, or related to the management of its investment in the other Loan Parties, (ii) maintaining its corporate existence, (iii) participating in Tax, accounting, corporate, housekeeping and other administrative activities as a holding company or as a member of the consolidated group of companies including the Loan Parties, (iv) executing, delivering and performing its rights and obligations under the Financing Agreements, the ABL Loan Documents and any documents and agreements governing any Permitted Acquisitions or Investments permitted hereunder to which it is a party, including, for the avoidance of doubt (and to the extent permitted hereunder and otherwise in accordance herewith), the formation, maintenance, merger, amalgamation, consolidation, liquidation or dissolution of a Subsidiary in connection with a Permitted Acquisition or Investment permitted hereunder, (v) making any Permitted Distribution hereunder and any other payments permitted to be made by Parent pursuant to Section 9.12 hereunder, (vi) purchasing or acquiring Capital Stock of the Borrowers, (vii) making capital contributions to the other Loan Parties, (viii) executing, delivering and performing its rights and obligations under any employment agreements and any documents related thereto, (ix) the buyback and sales of equity from or to officers, directors, managers and employees of Parent and its Subsidiaries and other persons in accordance with Section 9.11, (xiii) transactions expressly described in this Agreement as involving Parent and permitted under this Agreement, (xiv) retaining employees and consultants, (xv) making filings, (xvi) issuing financial statements, (xvii) administering employee benefit and other equity programs, (xviii) maintaining directors and officers insurance, (xviii) issuing and selling Capital Stock and accepting capital contributions (to the extent otherwise permitted under this Agreement), (xix) opening bank accounts, (xx) engaging counsel, auditors and financial advisors, and (xxi) acquiring, holding and otherwise acting with respect to the Affiliated Lender Loan...