Permitted Activities of Holdings and Parent Sample Clauses

Permitted Activities of Holdings and Parent. Parent shall not (a) incur, directly or indirectly, any Indebtedness (other than Indebtedness permitted by Section 7.1); (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than the Liens created under the Security Documents or permitted pursuant to Section 7.2; (c) engage in any business or activity or own any assets other than (i) the equity interests of EnergySolutions and Duratek or a holding company that is a Loan Party and that owns, directly or indirectly, the Equity Interests of EnergySolutions and Duratek, (ii) performing its obligations and activities incidental thereto under the Loan Documents and (iii) making Restricted Payments and Investments to the extent permitted by this Agreement; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests of EnergySolutions or Duratek; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than EnergySolutions or Duratek; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.
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Permitted Activities of Holdings and Parent. Holdco and, after the IPO Reorganization, Parent shall not (a) incur, directly or indirectly, any Indebtedness (other than Indebtedness permitted by Section 7.1); (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than the Liens created under the Security Documents or permitted pursuant to Section 7.2; (c) engage in any business or activity or own any assets other than (i) the equity interests of EnergySolutions and, after an IPO Reorganization, Duratek or a holding company that is a Loan Party and that owns, directly or indirectly, the Equity Interests of EnergySolutions and Duratek, (ii) performing its obligations and activities incidental thereto under the Loan Documents, (iii) making Restricted Payments and Investments to the extent permitted by this Agreement and (iv) in the case of Holdco, sell or dispose of its Equity Interests in Parent after the IPO Reorganization;
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Permitted Activities of Holdings and Parent. Holdco and, after the IPO Reorganization, Parent shall not (a) incur, directly or indirectly, any Indebtedness (other than Indebtedness permitted by Section 7.1); (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than the Liens created under the Security Documents or permitted pursuant to Section 7.2; (c) engage in any business or activity or own any assets other than (i) the equity interests of EnergySolutions and, after an IPO Reorganization, Duratek or a holding company that is a Loan Party and that owns, directly or indirectly, the Equity Interests of EnergySolutions and Duratek, (ii) performing its obligations and activities incidental thereto under the Loan Documents, (iii) making Restricted Payments and Investments to the extent permitted by this Agreement and (iv) in the case of Holdco, sell or dispose of its Equity Interests in Parent after the IPO Reorganization; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person (other than in connection with an IPO Reorganization); (e) sell or otherwise dispose of any Equity Interests of EnergySolutions or Duratek (other than in connection with the IPO Reorganization); (f) create or acquire any Subsidiary or make or own any Investment in any Person other than EnergySolutions or Duratek (other than in connection with the IPO Reorganization); or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.
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Related to Permitted Activities of Holdings and Parent

  • Permitted Activities of Holdings Holdings shall not:

  • Limitation on Activities of Holdings In the case of Holdings, notwithstanding anything to the contrary in this Agreement or any other Loan Document:

  • Formation or Acquisition of Subsidiaries Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date, Borrower and such Guarantor shall (a) cause such new Subsidiary to provide to Bank a joinder to this Agreement to become a co-borrower hereunder or a Guaranty to become a Guarantor hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Bank; and (c) provide to Bank all other documentation in form and substance satisfactory to Bank, including one or more opinions of counsel satisfactory to Bank, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 6.13 shall be a Loan Document.

  • Additional Duties of the Borrower 16 8.1 Financial and Other Covenants 16 8.2 Insurance 16 8.3 Reports 16 8.4 Access to Collateral, Books and Records 16 8.5 Negative Covenants 17 8.6 Litigation Cooperation 18 8.7 Further Assurances 18 9. TERM. 18 9.1 Maturity Date 18 9.2 Early Termination 18 9.3 Payment of Obligations 18 10. EVENTS OF DEFAULT AND REMEDIES. 19 10.1 Events of Default 19 10.2 Remedies 20 10.3 Standards for Determining Commercial Reasonableness 21 10.4 Power of Attorney 21 10.5 Application of Proceeds 23 10.6 Remedies Cumulative 23 11. GENERAL PROVISIONS 23 11.1 Interest Computation 23 11.2 Application of Payments 23 11.3 Charges to Accounts 23 11.4 Monthly Accountings 23 11.5 Notices 24 11.6 Severability 24 11.7 Integration 24 11.8 Waivers 24 11.9 No Liability for Ordinary Negligence 24 11.10 Amendment 24 11.11 Time of Essence 24 11.12 Attorneys Fees, Costs and Charges 24 11.13 Benefit of Agreement 25 11.14 Publicity 25 11.15 Paragraph Headings; Construction 25 11.16 Governing Law; Jurisdiction; Venue 25 11.17 Mutual Waiver of Jury Trial 25 11.18 Confidentiality 26 Coast Loan and Security Agreement BORROWER: TURF PARTNERS, INC., A DELAWARE CORPORATION ADDRESS: 00000 XXXXXXXXX XXXX XXX XXXXX, XXXXXXXXXX 00000 DATE: JUNE __, 1999 THIS LOAN AND SECURITY AGREEMENT is entered into on the above date between COAST BUSINESS CREDIT, a division of Southern Pacific Bank ("Coast"), a California corporation, with offices at 00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, and the borrower named above (the "Borrower"), whose chief executive office is located at the above address ("Borrower's Address"). The Schedule to this Agreement (the "Schedule") shall for all purposes be deemed to be a part of this Agreement, and the same is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 1 below.) Coast and the guarantor hereunder, Eco Soil Systems, Inc., a Nebraska corporation anticipate entering into a term loan facility in the approximate amount of Five Million Dollars ($5,000,000) (the "Term Loan") that will be guaranteed by the Borrower hereunder. Borrower, Eco Soil Systems, Inc., and Coast understand that said Term Loan is prospective and does not represent a binding commitment by Coast to make said Term Loan.

  • Additional Domestic Subsidiaries Promptly notify the Administrative Agent of the creation or acquisition of any Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, within thirty (30) days after such creation, acquisition or qualification, as such time period may be extended by the Administrative Agent in its sole discretion, cause such Domestic Subsidiary to (i) become a Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assets) owned by such Domestic Subsidiary by delivering to the Collateral Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property), (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 as may be reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver to the Collateral Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

  • Limitation on Designations of Unrestricted Subsidiaries (a) The Company may designate any Restricted Subsidiary as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if:

  • Designation of Unrestricted Subsidiaries The Borrower Representative may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notes.

  • Permitted Acts Nothing in this Agreement shall be construed to limit the ability of the Placement Agent, its officers, directors, employees, agents, associated persons and any individual or entity “controlling,” controlled by,” or “under common control” with the Placement Agent (as those terms are defined in Rule 405 under the Securities Act) to conduct its business including without limitation the ability to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with any individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

  • Limitation on Designation of Unrestricted Subsidiaries (a) The Company may designate after the Issue Date any Subsidiary of the Company as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if:

  • Additional Duties of Borrower Borrower will at all times comply with all of the following covenants throughout the term of this Agreement:

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