Project Companies amend the Credit Agreement to permit, as per recent Liberty precedents, amongst other things (a) the disposal of shares or other interests (including shareholder loans) in any special purpose company or its holding company whose creditors have no recourse to any member of the Group (except to the extent of any security granted over such shares or other interests) and (b) the grant of security over the shares or other interests in, or the assets of, such special purpose company (or its holding company).
Project Companies. (a) The Obligors’ Agent may at any time by written notice to the Facility Agent (and specifying whether sub-paragraph (ii)(A) or (ii)(B) applies) designate a member of the Group as a Project Company (a designated company) if:
(i) its principal activity is or will be the ownership and development and/or operation of a project including without limitation:
(A) the discovery, mining, extraction, transportation or development (in each case whether directly or indirectly) of natural resources; or
(B) the development or operation of processing facilities (in each case whether directly or indirectly) related to natural resources including, without limitation, metals smelting, processing and refining and oil and gas processing and refining and energy generation facilities; and
(ii) (A) none of that designated company’s Financial Indebtedness retains the benefit in any material manner from any guarantee, bond, security (other than in a manner permitted by paragraph (m) of the definition of “Permitted Security Interests” in Clause 1.1 (Definitions)), indemnity or other commitment from another member of the Group (other than a Project Company) to assure the repayment of, or indemnify against loss in respect of non-payment of, that Financial Indebtedness; or
Project Companies. Each Project Company shall (a) own and operate only one Project and (b) own and control all development assets, including all development rights, permits, easements, conveyances, leases, contracts and bids, associated with such Project, provided that, prior to the formation of a Project Company, all associated development assets may be owned and controlled by DESC. A Project Company may be wholly-owned by MS and DESC collectively (including Affiliates thereof) or may have one or more additional equity investors, including customers or other Persons introduced by MS and seeking to participate in an Investment in such Project Company. As the Projects progress, the Parties agree to work together in good faith to establish more formal procedures and policies to guide their working relationship under this Agreement and to develop fair and appropriate governance structures and policies for the Project Companies.
Project Companies. Such Assignor shall cause each of its Project Companies:
(a) to perform all of its covenants under its Project Documents and Project Financing Documents, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect; (b) not to amend, terminate or otherwise modify any of its Project Documents or Project Financing Documents, except (i) any Permitted Power Contract Buy-Out or (ii) if such amendment, termination or other modification could not reasonably be expected to result in a Material Adverse Effect; (c) to maintain (i) the Qualifying Facility status of its Project or (ii) maintain its status as an Exempt Wholesale Generator and its Project's status as an Eligible Facility, except, in each case, where the failure to do so could not reasonably be expected to result in a Material Adverse Effect; (d) not to enter into any additional Project Documents or Project Financing Documents, except where doing so could not reasonably be expected to result in a Material Adverse Effect; (e) not to create, incur, assume, suffer to exist or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness other than (i) if the Rating Agencies confirm in writing that the incurrence of such Indebtedness (and the creation of any Liens securing such Indebtedness) will not result in a Ratings Downgrade, (ii) Indebtedness existing on the Closing Date, or (iii) except with respect to Magma and FSRI and so long as no Default or Event of Default has occurred and is continuing, Indebtedness in an aggregate amount not to exceed, together with the aggregate of all Indebtedness outstanding under this clause (iii), Section 4.13(a)(iii) and Section 4.14(b)(iii), $15,000,000 (clauses (i), (ii) and (iii) collectively, "Permitted Project Company Indebtedness"); and (f) not to create, incur, assume or suffer to exist, directly or indirectly, any Lien on or with respect to any of its property now owned or hereafter acquired, other than (i) Liens to secure Indebtedness incurred in accordance with clause (e) immediately above, (ii) Liens existing on the Closing Date, (iii) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves are being maintained in accordance with GAAP, or (iv) Liens incidental to the conduct of such Project Company's business which are not incurred in connection with the borrowing of money or the ob...
Project Companies. Either Project Company shall be in breach of, or in default of, any material obligation under a Major Project Document and such breach or default shall reasonably be expected to have a Material Adverse Effect and shall not be remediable or, if remediable, shall continue unremedied for the lesser of (i) a period of 30 days, or (ii) such period of time (without giving effect to any extension given to Collateral Agent under any applicable Consent with respect thereto) under such Major Project Document which such Project Company has available to it in which to remedy such breach or default; provided that if (A) extending such cure period does not exacerbate such Material Adverse Effect, (B) such breach cannot be cured within such 30 day period (or such lesser period of time, as the case may be), (C) such breach is susceptible of cure within 90 days after such breach or default, (D) such Project Company is proceeding with diligence and in good faith to cure such breach, (E) the existence of such breach or default has not had and could not after considering the nature of the cure, be reasonably expected to give rise to termination by the counterparty to the Major Project Document which is subject to breach or to otherwise have exacerbated the Material Adverse Effect, and (F) Administrative Agent shall have received an officer's certificate signed by a Responsible Officer to the effect of clauses (A)-(E) above and stating what action such Project Company is taking to cure such breach, then such 30 day cure period (or such lesser period of time, as the case may be) shall be extended to such date, not to exceed a total of 90 days, as shall be necessary for such Project Company diligently to cure such breach.
Project Companies. As of the Closing Date, except as specifically identified therein, each entity listed on Schedule 3.4 is a Project Company.
Project Companies. Exclusivity
Project Companies. Except for the Buy/Sell provision set forth in the limited liability company operating agreement of each Project Company, if any, no Person has any right to acquire any membership interest in any Project Company nor has any right of first refusal or right with respect of issuances of new interests or transfers of interests been granted. Except in the case of CPH Dos Pueblos, LLC and CPH Austin, LLC, each Project Company's sole asset consists of the project described in Section 2.1. The sole assets of CPH Dos Pueblos, LLC is its 95.98% capital interest and its share of the carried interest in CPH Dos Pueblos Associates, LLC. The sole assets of CPH Austin, LLC are (i) the sole limited partnership interest in CPH Fostxx Xxxch, L.P. and (ii) 100% of the equity of CPHFR, Inc., sole general partner of CPH Fostxx Xxxch, L.P. Each Project Company owns such assets free and clear of any and all Liens other than, except in the case of CPH Dos Pueblos, LLC's interest in CPH Dos Pueblos Associates, LLC and CPH Austin, LLC's interest in CPH Fostxx Xxxch, L.P., Permitted Liens or as set forth on Schedule 5.1(x). CPH Inc. has provided to CHF a true and complete copy of each limited liability company agreement, and all amendments and waivers thereto for each Project Company.
Project Companies. None of the Project Companies’ assets have been pledged as credit support for any DIP financing in the Chapter 11 Cases and none of the assets of the Project Companies have been, are or shall become subject to this Court’s jurisdiction in connection with the Transactions approved herein.
Project Companies. The Company may, from time to time, form one or more Project Companies to acquire and develop Additional Projects that have been approved pursuant to Section 5.8(j). Unless otherwise approved by the Members in accordance with Section 5.8, or in accordance with this Agreement, any such Project Company shall be a wholly-owned Subsidiary of the Company, shall be formed as a special purpose Delaware limited liability company and shall be governed by a limited liability company operating agreement substantially in the form of Exhibit F hereto. As of the Effective Date, the only Subsidiaries of the Company are the Red River Project Company, the Xxxxxxxxx Project Company, the Xxxxxx Project Company and the Supply Company, each of which are wholly-owned Subsidiaries of the Company.
