Project Subsidiaries Sample Clauses

Project Subsidiaries. (a) Each Project Subsidiary shall (i) own, at all times, no material asset other than assets related to a Project, (ii) owe, at all times, no Debt for borrowed money other than Permitted Project Debt.
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Project Subsidiaries. The Company will cause, and will cause each of its Subsidiaries to cause, each of its Subsidiaries which is a Project Subsidiary to: (i) except as permitted by SECTION 7.09(viii), maintain books, financial records and bank accounts that are separate and distinct from the books, financial records and bank accounts of any other person or entity; (ii) observe appropriate corporate, limited liability company or partnership, as applicable, procedures and formalities; (iii) except as required by SECTION 6.01, maintain separate annual financial statements prepared in accordance with GAAP, consistently applied, showing its assets and liabilities separate and distinct from those of any other person or entity; (iv) not guarantee or become obligated for the Indebtedness or other obligations of any other Person other than of another Project Subsidiary or one or more Subsidiaries of such Project Subsidiary; (v) not hold out its credit as being available to satisfy the Indebtedness or other obligations of any other Person other than another Project Subsidiary or one or more Subsidiaries of such Project Subsidiary except to the extent required or permitted by and pursuant to this Agreement; (vi) hold itself out as an entity separate and distinct from any other Person (including its Affiliates) (except that nothing herein shall prohibit the filing of a consolidated tax return for all Group Companies or the entry by any Group Company into one or more tax sharing agreements with other Group Companies); (vii) use reasonable efforts to correct any known misunderstanding regarding its separate identity; (viii) except as permitted by SECTION 7.09(viii), SECTION 7.06(a)(i) and SECTION 7.06(a)(xvi), not make any loans to the Company or any Subsidiary of the Company that is not a Project Subsidiary or buy or hold any Indebtedness issued by the Company or any Subsidiary of the Company that is not a Project Subsidiary other than one or more Subsidiaries of such Project Subsidiary; (ix) conduct its own business in its own name; (x) hold all of its assets in its own name; (xi) maintain an arm's-length relationship with its Affiliates and enter into transactions with Affiliates only on a commercially reasonable basis and as - 100 - permitted by SECTION 7.09 pursuant to written documentation (other than to the extent of Performance Guaranties by the Company or its Subsidiaries); (xii) not identify itself as a division or department of any other entity, except for tax purposes; (xiii) co...
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Project Subsidiaries. The Borrower shall cause (i) each Project Subsidiary to take only such actions that are necessary or incidental to the ownership, construction and operation of one or more Projects and (ii) each Borrowing Base Project to be wholly-owned by one or more Project Subsidiaries or Tax Credit Parties (as set forth on Schedule 1.1(b) or in the applicable Approval Notice submitted and approved in accordance with Section 2.19).
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Project Subsidiaries. 100 ARTICLE VII NEGATIVE COVENANTS
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Project Subsidiaries. Section 3.3 of the Seller Disclosure Schedule lists each of the Project Subsidiaries (together with its jurisdiction of organization and the names of the holders of record of the equity interests in each of the Project Subsidiaries and the type of entity). Except as set forth in Section 3.3 of the Seller Disclosure Schedule, all issued and outstanding interests of equity capital of each of the Project Subsidiaries are duly authorized, validly issued, fully paid and nonassessable, and are owned, directly or indirectly, by the Company, free and clear of all Encumbrances and any preemptive rights in respect thereto. Except as set forth in the Project Documents, there are no outstanding (i) securities convertible into or exchangeable for the equity capital of the Project Subsidiaries, (ii) options, warrants or other rights to purchase or subscribe for equity capital of the Project Subsidiaries or (iii) contracts, commitments, agreements, understandings or arrangements of any kind relating to the issuance of any equity capital of the Project Subsidiaries, any such convertible or exchangeable securities or any such options, warrants or rights, pursuant to which, in any of the foregoing cases, the Project Subsidiaries are subject to or bound. Except for the agreements listed in Section 3.3 of the Seller Disclosure Schedule, or as otherwise set forth in the Project Documents, there are no voting trusts, member agreements or other similar instruments restricting or relating to the rights of the holders of equity interests in the Project Subsidiaries to vote, transfer or receive dividends with respect to the equity interests in the Project Subsidiaries. True and complete copies of the certificate of incorporation and by-laws (or other comparable governing documents) of each of the Project Subsidiaries have been heretofore delivered to Buyer. Except for the Project Subsidiaries, there are no other corporations, partnerships, limited liability companies, joint ventures. associations or other entities in which the Company owns, of record or beneficially, any direct or indirect equity or other interest or any right (contingent otherwise) to acquire the same.
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Project Subsidiaries. (a) The Borrower, by written notice to each Facility Agent, may designate as a “Project Subsidiary” any Additional Restricted Subsidiary owing or which intends to incur Permitted Project Finance Indebtedness; provided that, such Project Subsidiary shall be owned by one Project Holdco or by a Restricted Subsidiary formed solely for the purpose of owning a Project Subsidiary and which in turn is owned by a Project Holdco.
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Related to Project Subsidiaries

  • Inactive Subsidiaries The Inactive Subsidiaries do not own any material assets and do not engage in any business activity whatsoever.

  • Additional Subsidiaries If any additional Subsidiary, other than an Insignificant Subsidiary, a Notes SPV or a Special Purpose Receivables Subsidiary, is formed or acquired after the Sixth ARCA Effective Date, the Borrower will, within ten Business Days after such Subsidiary is formed or acquired, notify the Administrative Agent and the Collateral Agent thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Subsidiary held by a Loan Party and any Indebtedness of such Subsidiary owed to a Loan Party. If at any time any Subsidiary that is not then a Loan Party, other than (A) an Insignificant Subsidiary, (B) prior to the PAETEC Notes Redemption Date, a Qualified PAETEC Group Member, (C) a Notes SPV, (D) any Subsidiary listed on Schedule 5.10 or (E) a Special Purpose Receivables Subsidiary, (x) is a wholly-owned Domestic Subsidiary and is permitted by applicable law or regulation (without the need to obtain any Governmental Authorization) to Guarantee the Facility Obligations or (y) Guarantees any Loan Party’s obligations in respect of any AC Holdings Bonds or any other Indebtedness (other than Indebtedness created under the Loan Documents), the Borrower shall promptly cause (A) such Subsidiary to Guarantee the Facility Obligations pursuant to the Guarantee Agreement (in the case of any Subsidiary described in clause (y), on terms no less favorable to the Lenders than those applicable under such Guarantee of other Indebtedness) and (B) the other provisions of the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary, whereupon such Subsidiary will become a “Guarantor” and “Lien Grantor” for purposes of the Loan Documents. The Borrower will not, and will not permit any of its Subsidiaries to, form or acquire any Subsidiary (other than Insignificant Subsidiaries and other than (i) any Notes SPV, (ii) prior to the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member and (iii) any Special Purpose Receivables Subsidiary) after the Sixth ARCA Effective Date unless either (x) all of the Equity Interests in such Subsidiary shall be directly held by a Loan Party or (y) such Subsidiary shall have Guaranteed the Facility Obligations pursuant to the Guarantee Agreement and shall have satisfied the other provisions of the Collateral and Guarantee Requirement with respect to such Subsidiary. Prior to the PAETEC Notes Redemption Date, the Borrower will not permit any PAETEC Group Member to form or acquire any Subsidiary except for the purpose of reorganizing the organizational structure or form of organization of any of the PAETEC Group Members. For the avoidance of doubt, from and after the PAETEC Notes Redemption Date, any Qualified PAETEC Group Member not previously subject to the requirements set forth in this Section 5.10 shall be subject to the requirements set forth in this Section 5.10 as if such Qualified PAETEC Group Member became a Subsidiary on such date.

  • Other Subsidiaries Except where a failure to satisfy such representation would not have a Material Adverse Effect, each of the Subsidiaries of the Borrower (other than the Subsidiary Guarantors) (i) is a corporation, limited partnership, general partnership, limited liability company or trust duly organized under the laws of its State of organization and is validly existing and in good standing under the laws thereof, (ii) has all requisite power to own its property and conduct its business as now conducted and as presently contemplated and (iii) is in good standing and is duly authorized to do business in each jurisdiction where Real Estate owned or leased by it is located (to the extent such authorization is required by Applicable Law).

  • License Subsidiaries (a) Whenever the Borrower or any of its Subsidiaries acquires any Broadcast License after the Sixth Restatement Effective Date, the Borrower shall (without limiting its obligations under Section 6.09) cause such acquisition to take place as follows in accordance with all applicable laws and regulations, including pursuant to approvals from the FCC: (i) each Broadcast License so acquired shall be transferred to and held by a Wholly Owned Subsidiary of the Borrower that is a License Subsidiary (provided that any License Subsidiary shall be permitted to hold one or more Broadcast Licenses); (ii) the related operating assets shall be transferred to and held by an operating company that is a Subsidiary of the Borrower (an “Operating Subsidiary”); and (iii) the Borrower shall deliver or cause to be delivered (if not theretofore delivered) to the Administrative Agent in pledge under the Security Agreement all Capital Stock of such License Subsidiary and such Operating Subsidiary (and, if reasonably requested by the Administrative Agent, furnish to the Administrative Agent evidence that the foregoing transactions have been so effected).

  • Excluded Subsidiaries The Borrower shall have the right, at any time with prior written notice to the Agent, to (i) designate any Subsidiary as an Excluded Subsidiary in accordance with the requirements of such definition or (ii) remove any Subsidiary from being an Excluded Subsidiary; provided that with respect to any Subsidiary, after the second designation of such Subsidiary as a Non-Excluded Subsidiary from an Excluded Subsidiary, such Subsidiary may not be re-designated as an Excluded Subsidiary at a later date.

  • Dormant Subsidiaries (a) To the extent that any Proposed Dormant Subsidiary is not a Dormant Subsidiary on the date being 12 months from the Closing Date, the Company shall ensure that such Proposed Dormant Subsidiary:

  • Ownership; Subsidiaries All Equity Interests in the Credit Parties are owned as set forth in Schedule 4.6. Borrower has no Subsidiaries other than as set forth in Schedule 4.6. Except as has been disclosed to the Lender in Schedule 4.6, there are no outstanding subscription agreements, membership interest or share purchase agreements, warrants, or options for any Equity Interests in Borrower. Allseas and Phoenix are, directly or indirectly, wholly-owned subsidiaries of Holding Company and Affiliates of Borrower.

  • Parent Subsidiaries (a) All the outstanding shares of capital stock or voting securities of, or other equity interests in, each Parent Subsidiary have been validly issued and are fully paid and nonassessable and are owned by Parent, by another Parent Subsidiary or by Parent and another Parent Subsidiary, free and clear of all material pledges, liens, charges, mortgages, deeds of trust, rights of first offer or first refusal, options, encumbrances and security interests of any kind or nature whatsoever (collectively, with covenants, conditions, restrictions, easements, encroachments, title retention agreements or other third party rights or title defect of any kind or nature whatsoever, “Liens”), and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock, voting securities or other equity interests), except for restrictions imposed by applicable securities laws.

  • Company Subsidiaries; Equity Interests (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens.

  • Subsidiaries All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

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