Restricted Foreign Subsidiaries. If (i) any Restricted Foreign Subsidiary that is a direct Wholly-Owned Subsidiary of an Offshore Borrower or Offshore Guarantor organized under the laws of the jurisdiction of such Offshore Borrower or Offshore Guarantor, or (ii) any Person becomes a direct Wholly-Owned Subsidiary of an Offshore Borrower or Offshore Guarantor organized in the jurisdiction of such Offshore Borrower (other than the jurisdiction of organization of OI Europe) or Offshore Guarantor (other than (A) any special purpose vehicle formed in connection with the incurrence or maintenance of Receivables Sale Indebtedness permitted hereunder (B) a Restricted Foreign Subsidiary (x) subject to a restriction permitted under Section 8.2(b) or any other contractual, legal or regulatory restriction prohibiting such Restricted Foreign Subsidiary’s execution of the applicable Offshore Guaranty or the applicable Offshore Security Agreement or (z) whose execution of the applicable Offshore Guaranty or the applicable Offshore Security Agreement would require any governmental or regulatory consent, approval or authorization (unless such consent, approval or authorization has been obtained or could reasonably be expected to be obtained without undue cost or delay), (C) a Restricted Foreign Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent and the Company, the burden or cost or other consequences (including any material adverse tax consequences) of executing the applicable Offshore Guaranty or the applicable Offshore Security Agreement shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (D) any special purpose securitization vehicle, project finance entity or captive insurance subsidiary or (E) a Restricted Foreign Subsidiary which is not a Material Subsidiary), Borrowers’ Agent will promptly notify Collateral Agent of that fact and cause such Restricted Foreign Subsidiary, to the extent legally permissible, to execute and deliver to Collateral Agent a counterpart of the applicable Offshore Guaranty and (except during a Collateral Release Period) a counterpart of (or accession document to) the applicable Offshore Security Agreement and such other documents and instruments and take such further actions as may be necessary, or in the reasonable opinion of Collateral Agent, desirable but, in each case, consistent with market practice in the relevant jurisdiction for like companies in the context of like credit facilities, to create in...
Restricted Foreign Subsidiaries. (a) Credit Parties shall not permit, at any time, the aggregate amount of cash and Cash Equivalents held by all Restricted Foreign Subsidiaries to exceed $2,000,000 (or the equivalent thereof in any foreign currency), in the aggregate.
(b) No Restricted Foreign Subsidiary shall own, or have an exclusive license in respect of, any Material Intangible Assets.
(c) No Credit Party shall transfer any asset (including any Intellectual Property) to or make any Investment in any Restricted Foreign Subsidiary other than Investments of cash and Cash Equivalents permitted to be made pursuant to clause (k) of the definition of “Permitted Investments”.
(d) No Borrower will, or will permit any Subsidiary, to commingle any of its assets (including any bank accounts, cash or Cash Equivalents) with the assets of any Person other than a Credit Party.
(e) Following the occurrence and continuation of an Event of Default, Borrower shall promptly upon Agent’s request (but in any event within five (5) Business Days thereof) cause each Restricted Foreign Subsidiary to declare and pay to Borrower the maximum amount of dividends and other distributions in respect of its capital stock or other equity interest legally permitted to be paid by each such Restricted Foreign Subsidiary; provided that such Restricted Foreign Subsidiary shall be able to retain for working capital purposes such amounts used by such Restricted Foreign Subsidiaries in the Ordinary Course of Business and as are reasonably necessary for its current operations based on its current projections, as provided to Agent pursuant to Section 4.1.
Restricted Foreign Subsidiaries. (a) Credit Parties shall not permit Cerus Europe BV to (i) take any action that results in the assignment, transfer, pledge, or other disposition of any of the accounts established at [***] and set forth on Schedule 5.17 to the Disclosure Letter on the Closing Date or (ii) establish any other accounts except those accounts established at [***] and set forth on Schedule 5.17 to the Disclosure Letter on the Closing Date.
(b) Borrower shall not permit, at any time, the total amount of cash and cash equivalents (other than cash and cash equivalents held in Deposit Accounts or Securities Accounts located in in the United States and that, in each case, are subject to Deposit Account Control Agreements or Securities Account Control Agreements, as applicable) held by Cerus Europe B.V. to exceed the lesser of (x) [***] (or the equivalent thereof in foreign currency) at any time and (y) an amount equal to (i) [***] of Cerus Europe B.V.’s immediately preceding month’s operating expenses plus (ii) any amounts representing the MidCap / Cerus / A&R Credit, Security and Guaranty Agreement (Revolving Loan) commission on gross sales paid by Borrower to Cerus Europe BV as set forth in the Commissionaire Agreement for the immediately preceding calendar quarter, at any time. Notwithstanding the foregoing, in no event shall Cerus Europe BV’s operating expenses for any [***] calendar month period exceed [***] of Cerus Europe B.V.'s operating expenses for the immediately preceding [***] calendar month period, calculated as of the end of each calendar month for such [***] calendar month period then ended.
(c) Without limiting the provisions of Section 5.14, Borrower shall not permit the aggregate amount of cash and cash equivalents held by Borrower outside of the United States (including for the avoidance of doubt in any Controlled Foreign Deposit Account) to exceed: (x) if the aggregate amount Borrower U.S. Unrestricted Cash is less than [***] at such time, [***], and (y) if the aggregate amount Borrower U.S. Unrestricted Cash is [***] or greater at such time, [***], in each case, for a period of [***] consecutive Business Days or longer
(d) Borrower shall not permit, at any time, the total amount of cash and cash equivalents (other than cash and cash equivalents held in Deposit Accounts or Securities Accounts located in the United States and that, in each case, are subject to Deposit Account Control Agreements or Securities Account Control Agreements, as applicable) held by all...
Restricted Foreign Subsidiaries. (a) Credit Parties shall not permit, at any time, the aggregate amount of cash and Cash Equivalents held by all Restricted Foreign Subsidiaries to exceed $2,000,000 (or the equivalent thereof in any foreign currency), in the aggregate.
Restricted Foreign Subsidiaries. (a) Borrower shall not, at any time, permit the total amount of cash and Cash Equivalents held by Restricted Foreign Subsidiaries (collectively) to exceed 30% of the total, consolidated amount of cash and Cash Equivalents held by Borrowers and their Consolidated Subsidiaries, in the aggregate, at such time.
(b) No Credit Party shall make any Asset Disposition to or Investment in any Restricted Foreign Subsidiary other than (x) Investments of cash and Cash Equivalents permitted to be made pursuant to clauses (i) and (j) of the definition of “Permitted Investment” and (y) Asset Dispositions of inventory from Paragon 28, Inc. to Paragon Ireland to the extent permitted pursuant to clause (e)(iv) of the definition of Permitted Asset Dispositions.
(c) No Credit Party will, or will permit any Subsidiary to, commingle any of its assets (including any bank accounts, cash or Cash Equivalents) with the assets of any Person other than a Credit Party and (ii) no Credit Party will permit any Restricted Foreign Subsidiary to commingle any of its assets (including any bank accounts, cash or Cash Equivalents) with the assets of a Credit Party.
(d) Borrower shall not transfer to or permit any Restricted Foreign Subsidiary to own, or have an exclusive license in respect of, any Material Intangible Assets except to the extent such Material Intangible Assets are owned or licensed by a Restricted Foreign Subsidiary at the time it is acquired by the Credit Parties pursuant to a Permitted Acquisition.
Restricted Foreign Subsidiaries. (a) Borrower shall not permit, at any time, the total amount of cash and Cash Equivalents held by all Restricted Foreign Subsidiaries to exceed One Hundred Thousand Dollars ($100,000) (or the equivalent thereof in any foreign currency), in the aggregate.
(b) No Restricted Foreign Subsidiary shall own, or have an exclusive license in respect of, any Material Intangible Assets or other material Intellectual Property except the Qrum Intercompany License and, subject to the requirements in the Post-Closing Obligations Schedule, the Intercompany IP Licenses.
(c) No Credit Party shall Transfer any asset (including any Intellectual Property) to or make any Investment in any Restricted Foreign Subsidiary after the Closing Date without Agent’s prior written consent other than cash Investments specifically permitted pursuant to clause (i) of the definition of Permitted Investments.
(d) no Borrower will, or will permit any Subsidiary, to commingle any of its assets (including any bank accounts, cash or Cash Equivalents) with the assets of any Person other than a Credit Party.
Restricted Foreign Subsidiaries. (a) No Credit Party shall permit the total amount of cash and Cash Equivalents held by Restricted Foreign Subsidiaries (taken as a whole) to exceed $100,000 at any time, with amounts in excess of $100,000 transferred to an account of Borrowers maintained at SVB that is subject to a Deposit Account Control Agreement within thirty (30) days (or such later date as Agent shall determine, in its sole but reasonable discretion), after receipt of such amounts by the Restricted Foreign Subsidiaries.
(b) No Credit Party will, or will permit any Subsidiary to, commingle any of its assets (including any bank accounts, cash or Cash Equivalents) with the assets of any Person other than a Credit Party and (ii) no Credit Party will permit any Restricted Foreign Subsidiary to commingle any of its assets (including any bank accounts, cash or Cash Equivalents) with the assets of a Credit Party.
(c) No Credit Party shall permit any Restricted Foreign Subsidiary to own, or have an exclusive license in respect of, any Material Intangible Assets.
Restricted Foreign Subsidiaries. (a) Borrower shall not, at any time, permit the total amount of cash and Cash Equivalents held by Restricted Foreign Subsidiaries (collectively) to exceed $500,000.
(b) No Credit Party shall make any Asset Disposition to or Investment in any Restricted Foreign Subsidiary other than Investments permitted to be made pursuant to clauses (i) and (n) of the definition of “Permitted Investment”.
(c) No Credit Party will, or will permit any Subsidiary to, commingle any of its assets (including any bank accounts, cash or Cash Equivalents) with the assets of any Person other than a Credit Party and (ii) no Credit Party will permit any Restricted Foreign Subsidiary to commingle any of its assets (including any bank accounts, cash or Cash Equivalents) with the assets of a Credit Party.
(d) Borrower shall not permit any Restricted Foreign Subsidiary to own, or have an exclusive license in respect of, any Material Intangible Assets (other than exclusivity solely as to territory outside of the Territory).
Restricted Foreign Subsidiaries. If EBITDA or revenues generated by any of the Restricted Foreign Subsidiaries (or any combination thereof) during any quarter shall account for or constitute ten percent (10%) or more of aggregate EBITDA or revenues, respectively, generated by Borrowers and their Subsidiaries during such quarter, comply with the provisions of Section 6.15 in respect of the Restricted Foreign Subsidiaries and, among other things, (i) pledge or cause the pledge of the equity interests of such Restricted Foreign Subsidiaries (in accordance with such Section 6.15) and (ii) cause such Restricted Foreign Subsidiaries and such other appropriate Persons to join in the execution of the Subsidiary Security Agreement and the Subsidiary Guaranty, as applicable.
Restricted Foreign Subsidiaries. If EBITDA generated by any of the Restricted Foreign Subsidiaries or both of them during any quarter shall account for or constitute ten percent (10%) or more of EBITDA generated by Borrowers and their Subsidiaries during such quarter, comply with the provisions of Section 6.15 in respect of the Restricted Foreign Subsidiaries and, among other things, cause such Restricted Foreign Subsidiaries and such other appropriate Persons to join in the execution of the Subsidiary Security Agreement and the Subsidiary Guaranty.
