Special Purpose Subsidiaries. Each Parent agrees that (i) the business of its Partner Subs shall be restricted solely to the holding of the respective interests in the Partnership and the doing of things necessary or incidental in connection therewith, and (ii) it will cause its Partner Subs not to own any assets, incur any liabilities or engage, participate or invest in any business outside the scope of their businesses as described in clause (i); provided, however, that this Section 2.4 shall not apply with respect to any wholly owned Affiliates to whom such Partner Subs shall transfer their respective interests in the Partnership if such wholly owned Affiliates are not bound by Section 9.6 of the Partnership Agreement. Notwithstanding the foregoing provisions of this Section 2.4, this Section 2.4 shall not prohibit any Partner Sub from incurring debt payable to its Parent or an Affiliate as long as:
(i) such debt is not transferable (by contract or operation of law) to any Person other than its Parent or an Affiliate of its Parent;
(ii) no payment on such debt is permitted or required to be made if at the time of such payment such Partner Sub is in Default under (and as defined in) the Partnership Agreement or by making such payment such Partner Sub would not be able to perform its obligations under the Partnership Agreement. Each Parent hereby agrees that it and its Affiliates shall not be entitled to, and that the Partner Sub shall not be required to make, any payments on any such debt payable by its Partner Sub if: (i) at the time of such payment such Partner Sub is in Default under the Partnership Agreement, (ii) by making such payment such Partner Sub would not be able to perform its obligations under the Partnership Agreement, or (iii) such Parent is in default of its obligations under Section 1.12 of this Agreement.
Special Purpose Subsidiaries promptly upon any Special Purpose Subsidiary becoming a Subsidiary of Company, a written notice setting forth with respect to such Special Purpose Subsidiary (a) the date on which such Special Purpose Subsidiary became a Subsidiary of Company and (b) all of the data required to be set forth in Schedule 4.1 annexed hereto with respect to all Subsidiaries of Company (it being understood that such written notice shall be deemed to supplement Schedule 4.1 annexed hereto for all purposes of this Agreement);
Special Purpose Subsidiaries. (a) The Borrower will not, and will not permit any Subsidiary or any other Person other than XX.Xxx Property to, directly own any Real Estate Rights other than Excluded Real Estate Rights. The Borrower will not (i) permit XX.Xxx Property to engage in any business or activity other than the acquisition, ownership, and maintenance of the Real Estate Rights (other than Excluded Real Estate Rights) and the properties and assets subject thereto, and any activities incidental or ancillary to, or which are engaged in as a means of facilitating or enhancing such activities, or (ii) permit XX.Xxx Property to incur or suffer to exist any Lien on any of the Real Estate Rights (other than Excluded Real Estate Rights) or any of the property or assets subject thereto other than the Liens of the Security Documents and Permitted Encumbrances (other than those described in clauses (c), (d), (i) and (j) of the definition of such term in Section 1.01).
(b) The Borrower will not, and will not permit any Subsidiary or any other Person other than XX.Xxx Services or any Services Subsidiary, to directly own any ROW/License Rights. The Borrower will not (i) permit XX.Xxx Services or any Services Subsidiary to engage in any business or activity other than the business and activities described in Section 5.15(b), and any activities incidental to, or which are engaged in as a means of facilitating such activities, (ii) permit XX.Xxx Services or any Services Subsidiary to incur or suffer to exist any Lien on any of the ROW/License Rights or any of the property or assets subject thereto other than the Liens of the Security Documents and Permitted Encumbrances or (iii) permit XX.Xxx Services or any Services Subsidiary to incur or suffer to exist any Indebtedness other than Indebtedness permitted to be incurred by such Subsidiary under Section 6.01.
(c) The Borrower agrees that all Network supply shall be initially purchased by XX.Xxx Supply Corp. and all construction activities and/or services will be conducted by or for XX.Xxx Construction Corp.
Special Purpose Subsidiaries. Each Parent agrees that (i) the business of its Partner Subs shall be restricted solely to the holding of the respective interests in the Partnership and the doing of things necessary or incidental in connection therewith, and (ii) it will cause its Partner Subs not to own any assets, incur any liabilities or engage, participate or invest in any business outside the scope of their businesses as described in clause (i); provided, however, that this Section 2.4 shall not apply with respect to any Wholly Owned Affiliates to whom such Partner Subs shall transfer their respective interests in the Partnership if such Wholly Owned Affiliates are not bound by Section 9.6 of the Partnership Agreement.
Special Purpose Subsidiaries. The Borrower shall have ----------------------------- transferred to a Real Property Subsidiary all Real Property Assets and Real Property-Related Equipment other than (A) Real Property Assets constituting rights under leases that as of the date hereof prohibit such transfer (without regard to any such prohibition which contains exceptions if the obligations under the applicable lease were to be assumed by the Borrower or its Subsidiaries or if the Borrower or its Subsidiaries were to take other actions which are reasonably within their power to take ("Restricted Real Property Assets")) and (B) equipment which constitutes a fixture to any Restricted Real Property Asset ("Restricted Real Property-Related Equipment") but in any event the Borrower shall have so transferred assets constituting at least 90% of the value of all Real Property Assets and Real Property-Related Equipment of the Borrower and its Subsidiaries (excluding Secured Real Property Assets and Secured Real Property-Related Equipment) as of the date hereof and provided evidence reasonably satisfactory to the Administrative Agent of the transfers described above and each of the Real Property Subsidiary and the License Subsidiary shall have entered into Special Purpose Subsidiary Funding Agreements with the Borrower.
Special Purpose Subsidiaries. (a) The Borrower will maintain the corporate existence of a Subsidiary (such Subsidiary, "XX.XXX PROPERTY") the sole business purpose of which will be to own all of the fee and leasehold interests in and to land and improvements and Fixtures on owned or leased land (all such interests and rights, the "REAL ESTATE RIGHTS"), except for the Excluded Real Estate Rights.
(b) The Borrower will maintain the corporate existence of a Subsidiary (such Subsidiary, "XX.XXX SERVICES") the sole business purpose of which will be (i) to own all of the interests in and to rights of way, easements, licenses and other rights and interests with respect to real property and Dedicated Conduit other than the Real Estate Rights and all certificates, licenses and approvals of any Governmental Authority (other than certificates, licenses and approvals acquired by the Borrower or a Subsidiary other than XX.Xxx Services that are (A) required to operate the business of the Borrower or such Subsidiary in the ordinary course of business, (B) not essential to the operation of the Network and (C) permitted pursuant to the terms of the Loan Documents), in each case required for the acquisition, construction and operation of the Network (collectively, the "ROW/LICENSE RIGHTS"), except to the extent any such rights are held by a Services Subsidiary, (ii) to own leasehold interests or other rights to use in (but not direct ownership of) fiber, equipment and other personal property (not constituting Dedicated Conduit) owned by the Borrower or any Subsidiary (other than a Special Purpose Subsidiary) necessary or desirable to provide services to customers of the Network, (iii) to contract with and provide services to customers of the Network, maintain and operate the 82 Network, contract for and provide lit fiber services and engage in other activities related thereto and (iv) to own 100% of the equity interests in any other Subsidiary the sole business purpose of which will be the same in scope as described in the foregoing clauses (i), (ii) and (iii), but with respect only to a portion of the Network (a "SERVICES SUBSIDIARY").
Special Purpose Subsidiaries. 8 SECTION 3
Special Purpose Subsidiaries. Each Parent covenants and agrees that (i) the business of its Partner Subs shall be restricted solely to the holding of the respective interests in the Partnership and the doing of things necessary or appropriate in connection therewith, and (ii) it will cause its Partner Subs not to own any assets, incur any liabilities or engage, participate or invest in any business outside the scope of their businesses as described in clause (i) hereof.
Special Purpose Subsidiaries. Transfer any property or assets ---------------------------- (other than trademarks and service marks) or make any capital contribution (other than in the ordinary course of business), or permit any other Loan Party to transfer any property or assets (other than trademarks and service marks) or make any capital contribution (other than in the ordinary course of business), to any Special Purpose Subsidiary, except as provided in Section 7.02(g)(iii); or permit any Special Purpose Subsidiary to engage in any material activities other than those of the type conducted as of the date hereof or to incur any Liens or to incur any obligations to third parties other than obligations of an amount and of a nature not materially greater or different than those incurred prior to the date hereof; or modify or amend any, or permit any other Loan Party to modify or amend any, royalty or similar agreements with any Special Purpose Subsidiary (except changes in connection with Requirements of Law) if such modification or amendment would materially increase the financial obligations of the Borrower or such Loan Party thereunder in excess of its financial obligations on the date hereof, or enter into, or permit any other Loan Party to enter into, a royalty or similar agreement with any Special Purpose Subsidiary which contains financial obligations of the Borrower or such Loan Party materially more burdensome (other than additional financial obligations resulting from changes in connection with Requirements of Law) than in such agreements on the date hereof; or permit any Special Purpose Subsidiary to transfer any assets to any Person other than a Loan Party or another Special Purpose Subsidiary, except for transfers in the ordinary course of business of such Special Purpose Subsidiary as conducted prior to the date hereof; provided, that, notwithstanding any other provision of -------- ---- this Agreement, any Loan Party or any Subsidiary thereof may convey or otherwise transfer trademarks and service marks to a Special Purpose Subsidiary.
Special Purpose Subsidiaries. Each Parent Party agrees that (i) the business of its Joint Venture Subs shall be restricted in their respective Organizational Documents solely to the holding of the respective interests in the Joint Ventures and the doing of things necessary or incidental in connection therewith, (ii) it will cause its Joint Venture Subs not to own any assets, incur any indebtedness or similar liabilities or engage, participate or invest in any business outside the scope of the businesses described in clause (i), (iii) each of its Joint Venture Subs shall be restricted in its Organizational Documents from engaging in any merger, consolidation, sale of substantially all of its assets or reorganization except in compliance with the terms of this Agreement, (iv) each of its Joint Venture Subs shall be required in its Organizational Documents to have on its board of directors at least one independent director to be nominated by the other Parent Party whose vote is required for voluntary bankruptcy filings by such Joint Venture Sub and (v) each of its Joint Venture Subs shall be required in its Organizational Documents to abide by the Separateness Covenants.
