Pending Opcos Sample Clauses

Pending Opcos. Parent shall cause all Pending Opcos to be Controlled by an officer of a Credit Party.
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Pending Opcos. (a) Parent will not permit any Pending Opco to make, directly or indirectly, any acquisition of the Capital Stock of any Person or all or substantially all of the assets of any Person (or a division thereof) unless such acquisition is a Pending Opco Permitted Acquisition. (b) Parent will not permit any Pending Opco to enter into any agreement prohibiting: (i) the creation or assumption of any Lien upon the properties, revenues or assets of Parent or any of its Subsidiaries, ‎whether now owned or hereafter acquired; (ii) the ability of Parent or any of its Subsidiaries to amend or otherwise modify any Credit Document or waive, consent to or otherwise deviate from any provision under any Credit Document; or (iii) the ability of any Subsidiary to make any payments, directly or indirectly, to Parent, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments; provided, that the foregoing clause (iii) shall not apply to any agreement governing Indebtedness of a Pending Opco that provides for customary restrictions and conditions to making such payments, including reserve requirements, restrictions arising from options, net worth, leverage and other financial covenants. (c) Parent will not permit any Pending Opco to enter into, or cause or permit to exist any arrangement, transaction or contract (including for the purchase, lease or exchange of property or the rendering of services) with any Affiliate except (i) on fair and reasonable terms no less favorable to such Pending Opco than it could obtain in an arm’s-length transaction with a Person that is not an Affiliate, and (b) any transaction expressly permitted under Section 9.01(p) (and Section 9.05(j) with respect to such Section 9.01(p)). No Pending Opco shall hire or engage any officer or executive during the term of this Agreement without such officer or executive having entered into a non-competition and confidentiality agreement with such Pending Opco, as applicable. No Pending Opco shall make any distribution to any officer of a Credit Party, or make any payment of a management fee (or other fee of a similar nature) to any officer of a Credit Party, in each case, whether directly or indirectly, so long as the Indebtedness described in Section 9.01(p) related to such Pending Opco remains outstanding. (d) Notwithstanding anything herein to the contrary, upon the consummation of any acquisi...
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Pending Opcos. If a Credit Party shall fail to exercise the option granted to such Credit Party by a Pending Opco (or upon designation of such Pending Opco as an Opco, such Opco) to acquire the target of a Pending Opco Permitted Acquisition consummated by such Pending Opco (or upon designation of such Pending Opco as an Opco, such Opco); provided, that no Event of Default shall exist if (A) Parent has not guaranteed any Indebtedness of such Pending Opco (or upon designation of such Pending Opco as an Opco, such Opco); (B) the exercise of such option by Parent is prohibited by Applicable Law; or (C) the exercise of such option by Parent is administratively burdensome as determined in good faith by Parent in consultation with the Administrative Agent.
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Related to Pending Opcos

  • No proceedings pending or threatened No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened against it or any of its Subsidiaries.

  • Pending Orders Upon termination of this Agreement, Micrus shall have the right, at its option, to continue or terminate any order pending as of the effective date of termination.

  • Tax Periods Ending on or Before the Closing Date Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date.

  • No Pending Litigation There is no action, suit, proceeding, investigation or litigation pending or, to the Purchaser’s knowledge, threatened, which either in any one instance or in the aggregate, if determined adversely to the Purchaser would adversely affect the purchase of the Mortgage Loans by the Purchaser hereunder, or the Purchaser’s ability to perform its obligations under this Agreement; and

  • Pending Litigation Financial position and prospective long-term profitability of the Single Tenderer, and in the case the Tenderer is a JV, of each member of the JV, shall remain sound according to criteria established with respect to Financial Capability under paragraph I (i) above assuming that all pending litigation will be resolved against the Tenderer. Tenderer shall provide information on pending litigations as per Form CON-2.

  • Pending Matters No suit, action or other proceeding shall be pending or threatened that seeks to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated by this Agreement.

  • No Pending Transactions Except for the transactions contemplated by this Agreement and the Transactions contemplated herein, neither Seller nor any Member is a party to or bound by or the subject of any agreement, undertaking, commitment or discussions or negotiations with any Person that could reasonably result in: (a) the sale, merger, consolidation or recapitalization of Seller; (b) the sale of any of the Purchased Assets; (c) the sale of any outstanding membership interest of Seller; (d) the acquisition by Seller of any operating business or the membership interest or capital stock of any other Person; (e) the borrowing of money in excess of $100,000 by Seller, whether secured or unsecured; (f) any agreement with any of the respective officers, managers or Affiliates of Seller; or (g) the expenditure of more than $25,000 or contractual performance obligations by Seller extending for a period more than one year.

  • No Pending or Future Lawsuits Employee represents that he has no lawsuits, claims, or actions pending in his name, or on behalf of any other person or entity, against the Company or any other person or entity referred to herein. Employee also represents that he does not intend to bring any claims on his own behalf or on behalf of any other person or entity against the Company or any other person or entity referred to herein.

  • Pending Actions There is no action, suit, arbitration, unsatisfied order or judgment, government investigation or proceeding pending against Purchaser which, if adversely determined, could individually or in the aggregate materially interfere with the consummation of the transaction contemplated by this Agreement.

  • Responsible Parties For the Project covered by this Agreement, the parties shall be responsible for the following work as stated in the article of the Agreement referenced in the table below: 1 Local Government Utilities Article 8

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