Permitted Activities of the Parent Sample Clauses

Permitted Activities of the Parent. The Parent covenants and agrees with the Administrative Agent and the Lenders that the Parent shall not engage any operating or business activities other than (a) ownership of the Equity Interests in the Borrower and (b) activities incidental to maintenance of its and the Borrower’s corporate existence and the management of the businesses of the Borrower (including the maintenance of the Parent’s existence as a master limited partnership).
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Permitted Activities of the Parent. The Parent covenants and agrees with the Administrative Agent and the Lenders that the Parent shall not (a) engage in any material operating or business activities other than (i) ownership of the Equity Interests in and Investments in the Borrower and other Subsidiaries (subject to clause (d) below), (ii) activities incidental to maintenance of its and its Subsidiaries’ existence and the management of their businesses (including the maintenance of the Parent’s existence as a master limited partnership), (iii) issuances and sales of Equity Interests (subject to clause (b) below), (iv) the incurrence and payment of taxes and professional fees, (v) activities incidental to the maintenance of the General Partner, (vi) transactions permitted under Sections 9.04, 9.10, 9.11, or 9.13, and (vii) as permitted in clause (c) below, (b) sell, transfer, assign, or otherwise dispose of its Equity Interests in the Borrower, (c) incur any Liens or Debt for borrowed money (other than those relating to the Loans hereunder or the Senior Notes), or (d) own or control any direct Subsidiaries (other than (x) the Borrower and (y) any direct Subsidiary that is formed as a shell corporation solely for the purpose of facilitating the issuance of Senior Notes pursuant to Section 9.02(g)).
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Permitted Activities of the Parent. The Parent shall not:
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Permitted Activities of the Parent. The Parent covenants and agrees with the Administrative Agent and the Lenders that the Parent and Intermediate Holdings shall not (and the Parent shall cause Intermediate Holdings not to) (a) engage in any material operating or business activities other than (i) ownership of the Equity Interests in and Investments in Intermediate Holdings (as applicable), the Borrower, and other Subsidiaries (subject to clause (d) below), (ii) activities incidental to maintenance of its and its Subsidiaries’ existence and the management of their businesses (including the maintenance of the Parent’s existence as a master limited partnership), (iii) issuances and sales of Equity Interests (subject to clause (b) below), (iv) the incurrence and payment of taxes and professional fees, (v) activities incidental to the maintenance of the General Partner, (vi) transactions permitted under Sections 9.04, 9.10, 9.11, or 9.13, and (vii) as permitted in clause (c) below, (b) sell, transfer, assign, or otherwise dispose of its Equity Interests in Intermediate Holdings or the Borrower, as applicable (other than as required to consummate the Intermediate Holdings Reorganization), (c) incur any Liens or Debt for borrowed money (other than those relating to the Loans hereunder or the Senior Notes), or (d) own or control any direct Subsidiaries (other than (x) substantially concurrently with, and after the consummation of, the Intermediate Holdings Reorganization, with respect to the Parent, Intermediate Holdings, (y) (A) prior to the consummation of the Intermediate Holdings Reorganization, with respect to the Parent, the Borrower, or (B) on and after the consummation of the Intermediate Holdings Reorganization, with respect to Intermediate Holdings, the Borrower, and (z) any direct Subsidiary that is formed as a shell corporation solely for the purpose of facilitating the issuance of Senior Notes pursuant to Section 9.02(g)).
Sample 1
Permitted Activities of the Parent. The Parent covenants and agrees with the Administrative Agent and the Lenders that the Parent shall not engage any operating or business activities other than (a) ownership of the Equity Interests in the Borrower, (b) activities incidental to maintenance of its and its Restricted Subsidiaries’ corporate existence and the management of the businesses of the Borrower and its Restricted Subsidiaries (including the maintenance of the Parent’s existence as a master limited partnership), (c) any public offering of its Equity Interests or any other issuance or sale of its Equity Interests and, in each case, the redemption thereof to the extent permitted hereunder, (d) the performance of its obligations with respect to the Loan Documents and the issuance and performance of any Senior Notes permitted hereunder, (e) payment of taxes and dividends and making contributions to the capital of its direct and indirect Restricted Subsidiaries to the extent permitted hereunder, (f) participating in tax, accounting and other administrative matters as a member of the consolidated group of the Parent and its Restricted Subsidiaries and the making and filing of any reports required by any Governmental Authority, (g) providing indemnification to officers, managers and directors, (h) the acquisition of Equity Interests of a DevCo to the extent permitted by Section 9.15 and (i) any other activities incidental or reasonably related to the foregoing. For the avoidance of doubt, the Parent shall not (i) incur, create, assume or suffer to exist any Debt or other material liabilities or material financial obligations, except (A) nonconsensual obligations imposed by operation of law, (B) pursuant to any Loan Documents or Senior Notes permitted hereunder, (C) obligations with respect to its Equity Interests and (D) any liabilities or financial obligations (other than Debt) permitted to be incurred, created, assumed or in existence pursuant to the other clauses of this Section 9.20, (ii) incur or suffer to exist any Liens on its Properties (now owned or hereafter acquired), except for (A) Excepted Liens and (B) Liens securing the Indebtedness or (iii) own Equity Interests in any Person other than the Borrower and any DevCo to the extent permitted by Section 9.15.
Sample 1

Related to Permitted Activities of the Parent

  • Permitted Activities of Holdings Holdings shall not:

  • Permitted Activities The Executive shall devote his entire business time, attention and energies to the Business of the Employer and shall not during the Term be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage; but this shall not be construed as preventing the Executive from:

  • Permitted Actions Notwithstanding Section 3.1(a), a Second Lien Creditor may (a) file a proof of claim or statement of interest, vote on a plan of reorganization (including a vote to accept or reject a plan of partial or complete liquidation, reorganization, arrangement, composition, or extension), and make other filings, arguments, and motions, with respect to the Second Lien Obligations and the Collateral in any Insolvency Proceeding commenced by or against any Obligor; (b) take action to create, perfect, preserve, or protect (but not enforce) its Lien on the Collateral, so long as such actions are not adverse to the priority status in accordance with this Agreement of Liens on the Collateral securing the First Lien Obligations or the First Lien Creditors’ rights to exercise remedies or otherwise not in accordance with this Agreement; (c) file necessary pleadings in opposition to a claim objecting to or otherwise seeking the disallowance of a Second Lien Obligation or a Lien securing the Second Lien Obligation; (d) join (but not exercise any control over) a judicial foreclosure or Lien enforcement proceeding with respect to the Collateral initiated by the First Lien Agent, to the extent that such action could not reasonably be expected to interfere materially with the Enforcement Action, but no Second Lien Creditor may receive any Proceeds thereof unless expressly permitted herein; (e) bid for or purchase Collateral at any public, private, or judicial foreclosure upon such Collateral initiated by any First Lien Creditor, or any sale of Collateral during an Insolvency Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations unless the net cash Proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations and are applied to cause the Discharge of the First Lien Obligations, in each case, at the closing of such bid; (f) accelerate any Second Lien Obligations in accordance with the provisions of the Second Lien Documents; and (g) seek adequate protection during an Insolvency Proceeding to the extent expressly permitted by Section 6, in the case of each of clauses (a) through (g) in a manner not inconsistent with the other terms of this Agreement. Except as expressly provided for herein, (1) no provision hereof shall be construed to prohibit the payment by a Borrower of regularly scheduled principal, interest and other amounts owed in respect of the Second Lien Obligations so long as the receipt thereof is not the direct or indirect result of any Enforcement Action, and (2) unless and until the Discharge of the First Lien Obligations shall have occurred, the sole right of the Second Lien Creditors with respect to the Collateral is to hold a lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of the First Lien Obligations shall have occurred.

  • 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.

  • 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.

  • Regulated Activities The Company shall not itself, nor shall it cause, permit or allow the Bank or any other of its Subsidiaries to (i) engage in any business or activity not permitted by all applicable laws and regulations, except where such business or activity would not reasonably be expected to have a Material Adverse Effect on the Company, the Bank and/or such of its Subsidiaries or (ii) make any loan or advance secured by the capital stock of another bank or depository institution, or acquire the capital stock, assets or obligations of or any interest in another bank or depository institution, in each case other than in accordance with applicable laws and regulations and safe and sound banking practices.

  • Restricted Activities The Executive agrees that some restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates:

  • OTHER INVESTMENT ACTIVITIES OF THE SUB-ADVISER The Fund acknowledges that the Sub-Adviser or one or more of its affiliated persons may have investment responsibilities or render investment advice to or perform other investment advisory services for other individuals or entities and that the Sub-Adviser, its affiliated persons or any of its or their directors, officers, agents or employees may buy, sell or trade in any securities for its or their own respective accounts ("Affiliated Accounts"). Subject to the provisions of Section 7(b) hereof, the Fund agrees that the Sub-Adviser or its affiliated persons may give advice or exercise investment responsibility and take such other action with respect to other Affiliated Accounts which may differ from the advice given or the timing or nature of action taken with respect to the Series Account, provided that the Sub-Adviser acts in good faith, and provided further, that it is the Sub-Adviser's policy to allocate, within its reasonable discretion, investment opportunities to the Series Account over a period of time on a fair and equitable basis relative to the Affiliated Accounts, taking into account the investment objective and policies of the Series and any specific investment restrictions applicable thereto. The Fund acknowledges that one or more of the Affiliated Accounts may at any time hold, acquire, increase, decrease, dispose of or otherwise deal with positions in investments in which the Series Account may have an interest from time to time, whether in transactions which involve the Series Account or otherwise. The Sub-Adviser shall have no obligation to acquire for the Series Account a position in any investment which any Affiliated Account may acquire, and the Fund shall have no first refusal, co-investment or other rights in respect of any such investment, either for the Series Account or otherwise.

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

  • Investment Management and Related Activities Except as set forth on Schedule 3.25 of the Company Disclosure Schedule, none of the Company, any of its Subsidiaries or the Company’s or its Subsidiaries’ directors, officers or employees is required to be registered, licensed or authorized under the laws or regulations issued by any Governmental Authority as an investment adviser, a broker or dealer, an insurance agency or company, a commodity trading adviser, a commodity pool operator, a futures commission merchant, an introducing broker, a registered representative or associated person, investment adviser, representative or solicitor, a counseling officer, an insurance agent, a sales person or in any similar capacity with a Governmental Authority.

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