Passive Holding Company. Holdings shall not conduct, transact or otherwise engage in any business or operations other than (i) the ownership and/or acquisition of the Capital Stock of the Borrower, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and Borrower, (iv) the performance of its obligations under and in connection with the Credit Documents, the Revolving Credit Documents, the Senior Subordinated Notes Documents, any documentation governing Permitted Refinancing Indebtedness of the Revolving Credit Documents or the Senior Subordinated Notes Documents, the Acquisition Agreement, the other agreements contemplated by the Acquisition Agreement and the other agreements contemplated hereby and thereby, (v) any public offering of its common stock or any other issuance or registration of its Capital Stock for sale or resale not prohibited by Section 9, including the costs, fees and expenses related thereto, (vi) any transaction that Holdings is permitted to enter into or consummate under this Section 9, including making any Dividend permitted by Section 10.6 or holding any cash received in connection with Dividends made by the Borrower in accordance with Section 10.6 pending application thereof by Holdings in the manner contemplated by Section 10.6, (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (viii) providing indemnification to officers and directors and as otherwise permitted in Section 9, (ix) activities incidental to the consummation of the Transactions and (x) activities incidental to the businesses or activities described in clauses (i) to (ix) of this Section 10.10. Notwithstanding anything to the contrary herein, Holdings will not own or acquire any assets (other than shares of Capital Stock of the Borrower, cash and Permitted Investments) or incur any liabilities (other than liabilities under the Credit Documents, the Revolving Credit Documents, the Senior Subordinated Notes Documents, any documentation governing Permitted Refinancing Indebtedness of the Revolving Credit Documents or the Senior Subordinated Notes Documents, and other liabilities expressly permitted to be incurred by it by the terms hereof and liabilities imposed by law, including tax l...
Passive Holding Company. Holdings shall not engage at any time in any business or business activity other than the following (and activities or operations incidental thereto): (i) ownership of Equity Interests of the Borrowers, together with activities directly related thereto; (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) performance of its obligations under and in connection with the Loan Documents, the Term Credit Agreement, the Junior Lien Notes, its charter and other organizational documents and any other agreements, instruments or other documents entered into in connection therewith or otherwise permitted hereunder; (iv) issuance of Equity Interests, the receipt of Restricted Payments made in accordance with Section 6.04, and the making of Restricted Payments with all property transferred, and cash and Cash Equivalents paid , to Holdings in accordance with the terms hereof (including without limitation the proceeds of any Restricted Payments made to Holdings in accordance with Section 6.04); (v) guaranteeing the obligations of the Company and its Restricted Subsidiaries solely to the extent such obligations of the Company and its Restricted Subsidiaries is not prohibited hereunder, (vi) as otherwise required to comply with Laws and any applicable court orders; (vii) participating in tax, accounting, legal and other administrative matters, (viii) providing indemnification to its current and former directors and officers, (ix) maintenance and administration of equity incentive or other benefit plans, (x) concurrently with the issuance of any Qualified Equity Interests, the redemption, purchase or retirement of any Equity Interests of Holdings using the proceeds of, or conversion or exchange of any Equity Interests of Holdings for, such Qualified Equity Interests, (xi) the performance of its obligations with respect to the documentation for any Indebtedness permitted under Section 6.01, (xii) holding cash and Cash Equivalents, received in accordance with the terms hereof, (xiii) such activities reasonably required (in the good faith determination of Holdings) after a Qualifying IPO, and (xiv) any other activities performed in connection with the foregoing clauses (i) through (xiii). Holdings shall (x) own no material assets other than the Equity Interests of the Borrowers, its books and records and any rights under any of the agreements, instruments or other documents referenced in this ...
Passive Holding Company. The Company will not, and will cause each other Parent Company not to, conduct, transact or otherwise engage in any active trade or business or operations or incur any Indebtedness or other liability other than through the Borrower and, in the case of the Company, Kerrow, and the Company will not, and will cause each of the other Parent Companies not to own any assets other than the Equity Interests of the Borrower or any other Parent Company (other than the Company), and, in the case of the Company, Kerrow, and the Company will not permit Kerrow or any Subsidiary thereof to own any Equity Interests of the Borrower or any of its Subsidiaries; provided that the foregoing will not prohibit the Company or any other Parent Company from the following: (a) the maintenance of its legal existence and, solely in the case of the Company, its status as a public company and a REIT (including the ability to incur reasonable fees, costs, expenses and other liabilities relating to such maintenance), (b) obligations that are limited to (i) obligations under the Transaction Documents to which it is a party or with respect to the Facilities and (ii) any obligations similar to those of its obligations, as applicable, under the Loan Documents to which it is a party (including for so long as the Parent Guaranty remains in effect, the Parent Guaranty) arising under Pari Passu Debt of the Borrower, where such similar obligations (A) are not more burdensome to the Company or any other Parent Company in any material respect than the obligations of the Company or such other Parent Company set forth in the Loan Documents and are non-recourse to the Company and the other Parent Companies in a manner substantially similar to, or not more burdensome than, the provisions set forth in Section 9.04 hereof, including in its or their respective capacities as general partners or equity holders of any of their respective Subsidiaries (in each case, as reasonably determined by the Borrower or, if requested by the Borrower, as approved by the Administrative Agent), (B) could not reasonably be expected to have material and adverse effect on the rights or remedies of any of the Credit Parties, and (C) do not require the Company or any other Parent Company to, and will not result in the grant by the Company or any other Parent Company of any guaranty of (except as permitted pursuant to the immediately preceding clause (B)), or any pledge or grant of security interest or the imposition of any Lien ...
Passive Holding Company. In the case of the Holding Company, conduct, transact or otherwise engage in any business or operations other than the following: (i) its ownership of the capital stock of the Operating Company, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations and payments with respect to the Loan Documents, (iv) any public offering of its common stock or any other issuance of its capital stock, including pursuant to private offerings of securities, (v) making payments or Restricted Payments to the extent otherwise permitted under this Section 5.02(f), (vi) making contributions to the capital of its Subsidiaries, (vii) guaranteeing the obligations of the Operating Company and its Subsidiaries in each case solely to the extent such obligations of the Operating Company and its Subsidiaries are not prohibited hereunder, (viii) participating in tax, accounting and other administrative matters as a member of the consolidated group of the Holding Company and its Consolidated Subsidiaries, (ix) holding any cash or property received in connection with Restricted Payments made by the Operating Company in accordance with Section 5.02(f), (x) providing indemnification to officers and directors and (xi) activities incidental to the businesses or activities described in clauses (i) to (x) of this Section 5.02(l).
Passive Holding Company. With respect to Holdings, and notwithstanding anything to the contrary in this Agreement, engage in any business activities other than (i) ownership of the Equity Interests of the Borrower (provided that Holdings shall not form or acquire any new Subsidiaries after the Closing Date unless such Subsidiary shall become a Loan Party), (ii) activities incidental to maintenance of its corporate existence (and for the avoidance of doubt, Holdings must maintain its separate corporate existence), (iii) performance of its obligations under the Loan Documents to which it is a party, (iv) activities solely necessary to permit the consummation of Restricted Payments and the related transactions involving such Persons to the extent expressly permitted hereunder and (v) the issuance of Equity Interests (and the use of the proceeds therefrom subject to the limitations set forth in this Agreement, including, for the avoidance of doubt, the other provisions set forth in this Section 7.17).
Passive Holding Company. Notwithstanding anything herein to the contrary, Holdings shall not:
(a) hold any assets other than (i) the Equity Interests of the Borrower, (ii) agreements relating to the issuance, sale, purchase, repurchase or registration of securities of Holdings, (iii) minute books and other corporate books and records of Holdings, (iv) assets in respect of Hedge Contracts entered into in connection with, or as required under, this Agreement, and (v) other miscellaneous non-material assets incidental to the ownership of the Equity Interests of the Borrower or to the maintenance of the Borrower’s or Holdings’ corporate existence;
(b) have any Indebtedness, obligations or other liabilities other than (i) the liabilities under the Loan Documents and Hedge Contracts entered into in connection with, or as required under, this Agreement, (ii) Tax liabilities arising in the ordinary course of business, (iii) corporate, administrative and operating expenses in the ordinary course of business and (v) liabilities under any contracts or agreements described in (a)(ii) above; or
(c) engage in any activities or business other than (i) issuing shares of its own Equity Interests (other than Disqualified Equity Interests), (ii) holding the assets and incurring the liabilities described in this Section 6.22 and activities incidental and related thereto or (iii) making payments, dividends, distributions, issuances or other activities permitted pursuant to Section 6.05.
Passive Holding Company. After the occurrence of an IPO Event, Obligors shall cause Parent to not:
(a) engage at any time in any business or activity other than (i) direct or indirect ownership of Equity Interests in the Company and other miscellaneous non-material assets, and making of Investments in, and contributions to, the Company, together with activities related thereto (including engaging in Permitted Parent Entity Investments and other Permitted Acquisitions and Investments permitted hereunder and the drop down of assets acquired thereunder to the Company and its Subsidiaries), (ii) paying Taxes, (iii) exchanges, issuances, sales, repurchases and redemptions of its Equity Interests and activities in connection therewith and related thereto, (iv) holding directors’ and shareholders’ meetings, preparing corporate and similar records and other activities required to maintain its corporate or other legal existence or to participate in tax, accounting or other administrative matters related to the Company and its Subsidiaries, (v) preparing reports to, and preparing and making notices to and filings with, Governmental Authorities, securities exchanges and to its holders of Equity Interests, (vi) receiving, and holding proceeds of, Distributions permitted hereunder and distributing the proceeds thereof, (vii) providing customary indemnification to officers, directors, employees and agents subject to the terms hereof, and (viii) hiring, maintaining and compensating executives and other employees and consultants to the extent required or incidental to owning Equity Interests in the Company; and (ix) ownership of cash and immaterial properties and assets incidental to the business or activities described in the foregoing clauses of this Section 10.2.17, activities incidental to the business or activities described in the foregoing clauses of this Section 10.2.17 and payment of costs and expenses in connection with the business or activities described in the foregoing clauses of this Section 10.2.17;
(b) (i) create, incur, assume or permit to exist any Debt other than (A) tax liabilities and (B) corporate, administrative and operating expenses in the ordinary course of business or (ii) grant any consensual Lien encumbering any of its properties or assets; or
(c) fail to maintain in full force and effect its legal existence.
Passive Holding Company. With respect to Parent Guarantor, notwithstanding anything herein to the contrary, (a) engage in any business or activity other than (i) owning the Equity Interests of the Issuer Representative, (ii) activities incidental or related thereto or the maintenance of the existence of Parent Guarantor or compliance with Applicable Law and legal, tax and accounting matters related thereto and activities relating to the General Partner and its employees, (iii) the making and receipt of Restricted Payments permitted pursuant to Section 7.5 and (iv) complying with its obligations under the Services Agreement, (b) hold any assets other than the Equity Interests of the Issuer Representative, (c) have any material liabilities other than (i) Indebtedness and Guarantees of such Indebtedness under the Other Documents, the Revolving Credit Agreement and the “Other Documents” (or related term) under the Revolving Credit Agreement, (ii) tax liabilities in the ordinary course of business, (iii) state and federal securities and tax filings, (iv) guarantees of Indebtedness permitted by Section 7.3, (v) obligations with respect to its Equity Interests and (vi) non-consensual obligations imposed by operation of law.
Passive Holding Company. Holdings shall not conduct, transact or otherwise engage in any business or operations other than (i) the ownership and/or acquisition of the Capital Stock of the Borrower, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and Borrower, (iv) the performance of its obligations under and in connection with the Credit Documents, the Revolving Credit Documents, the Senior Subordinated Notes Documents, any documentation governing Permitted Refinancing Indebtedness of the Revolving Credit Documents or the Senior Subordinated Notes Documents, the Acquisition Agreement, the other agreements contemplated by the Acquisition Agreement and the other agreements contemplated hereby and thereby, (v) any public offering of its common stock or any other issuance or
Passive Holding Company. Notwithstanding anything herein to the contrary, prior to the acquisition, directly or indirectly, of the Borrower by the MLP, Parent (i) will not conduct, transact or otherwise engage in any business or activity other than (a) the ownership of all the outstanding Equity Interests in the Borrower and activities incidental thereto, (b) the maintenance and continuance of its legal existence, (c) compliance with its obligations under the Loan Documents (and any Refinancing Facility in respect thereof), (d) the consummation of the MLP Formation Transactions, a Qualified MLP IPO, or any other issuance of its Equity Interests or actions incidental to the consummation of the Transactions (including, for the avoidance of doubt, the making of the Closing Date Dividend), (e) participating in tax, accounting and other administrative matters as a member of the consolidated, combined, unitary or similar group that includes Holdings and the Borrower and (f) the receiving of Restricted Payments as permitted by Section 6.08 and making of dividends or other distributions with respect to its Equity Interests or directly or indirectly redeeming, purchasing, retiring or other acquiring for value its Equity Interests, (g) the payment of Taxes (including, without limitation, any Permitted Tax Distribution) and other customary obligations, (h) any transaction contemplated or referred to in this Article VI and (i) activities incidental to the foregoing.
