Special Purpose Subsidiary. Permit (a) any Special Purpose Subsidiary to engage in any business other than Receivable Financing Transactions and activities directly related thereto or (b) at any time the U.S. Borrower or any of its Subsidiaries (other than a Special Purpose Subsidiary) or any of their respective assets to incur any liability, direct or indirect, contingent or otherwise, in respect of any obligation of a Special Purpose Subsidiary whether arising under or in connection with any Receivable Financing Transaction or otherwise.
Special Purpose Subsidiary. (a) The capital of the Special Purpose Subsidiary is adequate for the business and undertakings of the Special Purpose Subsidiary.
(b) Other than with respect to the ownership by the Borrower of the Capital Stock of the Special Purpose Subsidiary and the transfers of funds provided for in the Asset Sale Proceeds Account Agreement, the Special Purpose Subsidiary is not engaged in any business transactions with the Borrower or any of its Subsidiaries or Affiliates.
(c) At least one director of the Special Purpose Subsidiary shall be an Independent Director.
(d) The Special Purpose Subsidiary's funds and assets are not, and will not be, commingled with the funds of any other Person.
(e) The bylaws of the Special Purpose Subsidiary require it to maintain (i) correct and complete minute books and records of account, and (ii) minutes of the meetings and other proceedings of its shareholders and board of directors.
(f) The shares of stock of the Special Purpose Subsidiary which have been pledged pursuant to the Borrower Pledge Agreement constitute all of the issued and outstanding shares of the Special Purpose Subsidiary.
Special Purpose Subsidiary. Without the express prior written consent of Obligee, Special Purpose Subsidiary shall not, and the Company shall not permit Special Purpose Subsidiary (which term, as used in this Agreement, includes Special Purpose Subsidiary and its Subsidiaries) to, directly or indirectly:
(a) create, incur, assume or suffer to exist any Indebtedness, other than Indebtedness under the Transaction Documents and, on a basis subordi- nate to the Indebtedness under the Transaction Documents consistent with the Intercreditor Agreement, Indebtedness permitted by Section 7.2(b);
(b) create, incur, assume or suffer to exist any Lien upon the Capital Stock of Special Purpose Subsidiary or upon any of the property, assets or revenues of Special Purpose Subsidiary, whether now owned or hereafter acquired, other than Liens under the Transaction Documents and, on a basis subordinate to the Indebtedness under the Transaction Documents consistent with the Intercreditor Agreement, Liens securing Indebt- edness permitted by Section 7.2(b);
(c) create, incur, assume or suffer to exist any Guarantee Obligation, other than Guarantee Obli- gations under the Transaction Documents and, on a basis subordinate to the Guarantee Obligations under the Transaction Documents consistent with the Intercreditor Agreement, Guarantee Obliga- tions in respect of Indebtedness permitted by Section 7.2(b);
(d) except to the extent such merger, consolidation or amalgamation is of a Subsidiary of Special Purpose Subsidiary with and into Special Purpose Subsidiary, or between or among wholly owned Subsidiaries of Special Purpose Subsidiary, en- ter into any merger, consolidation or amalgam- ation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or other- wise dispose of, all or substantially all of its property, business or assets;
(e) except as expressly approved by the Board of Directors of the Company in connection with a Board-approved real estate development project, convey, sell, lease, assign, transfer or other- wise dispose of any of its property, business or assets (including receivables and leasehold in- terests), whether now owned or hereafter ac- quired;
(f) declare or pay any dividend on, or make any pay- ment on account of, or set apart assets for a sinking or other analogous fund for, the pur- chase, redemption, defeasance, retirement or other acquisition of any Capital Stock of the Company other than the Preferred Sto...
Special Purpose Subsidiary. A Subsidiary of the Parent or any of its Subsidiaries, including the Borrower, that is a special purpose corporation organized in connection with a securitization and/or sale and financing of Leases and related Equipment and Receivables of the Borrower or either Guarantor, none of the assets of which constitutes any part of the Collateral after giving effect to the release of the Lenders’ Encumbrances on Collateral contemplated by Section 9 of the Borrower Security Agreement.
Special Purpose Subsidiary. The Borrower agrees with the Agents, the Collateral Agent and each Lender that, until all Obligations have been paid and performed in full, the Commitments have terminated and the Revolving Credit Letters of Credit have (x) expired or been returned to the Issuer or (y) been cash collateralized to the reasonable satisfaction of the Collateral Agent and the Issuer, the Borrower will, and will cause the Special Purpose Subsidiary to, perform the obligations set forth in this Section 7.1.
(a) The Special Purpose Subsidiary shall conduct its business solely in its own name through its duly Authorized Officers or agents so as not to mislead others as to the identity of the entity with which those Authorized Officers or agents are connected, and particularly will avoid the appearance of conducting business on behalf of the Parent, the Borrower or any Affiliate thereof or that the assets of the Special Purpose Subsidiary, other than funds on deposit in the Asset Sale Proceeds Account, are available to pay the creditors of the Parent, the Borrower or any Affiliate thereof. Without limiting the generality of the foregoing, all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the Special Purpose Subsidiary.
(b) The Special Purpose Subsidiary shall maintain corporate records and books of account separate from those of the Parent, the Borrower and the Affiliates thereof at the address designated herein for receipt of notices, unless the Special Purpose Subsidiary shall otherwise advise the parties hereto in writing.
(c) The Special Purpose Subsidiary shall obtain proper authorization from its board of directors of all corporate actions requiring such authorization. Meetings of the board of directors will be held at least three times per annum and copies of the minutes of each such board meeting shall be delivered to the Agents within two weeks of such meeting.
(d) The Special Purpose Subsidiary shall obtain proper authorization from its shareholders of all corporate action requiring shareholder approval. Meetings of the shareholders of the Special Purpose Subsidiary shall be held not less frequently than one time per annum and copies of each such authorization and the minutes of each such shareholder meeting shall be delivered to Agents within two weeks of such authorization or meeting, as the case may be.
(e) Although the organizational ex...
Special Purpose Subsidiary. TPEG Sub III has been organized by TPEG solely for the purpose of entering into this Agreement and consummating the Merger. TPEG Sub III has not engaged, and prior to the Merger will not engage, in any other business or activity.
Special Purpose Subsidiary. Holdings is a wholly-owned subsidiary of PACIFIC and has been organized by PACIFIC solely for the purpose of entering into this Agreement and consummating the Merger. HOLDINGS has not engaged, and prior to the Merger will not engage, in any other business or activity.
Special Purpose Subsidiary. At the option of the Parent, -------------------------- the Merger may be effected through the Special Purpose Subsidiary in lieu of the Merger Subsidiary. Should the Parent so elect all references to the Merger Subsidiary in this Article II and elsewhere in this Agreement, shall, if required to effect such election, be deemed to refer to the Special Purpose Subsidiary.
Special Purpose Subsidiary. The Borrower agrees with the Agents, the Collateral Agent and each Lender that, until all Obligations have been paid and performed in full, the Commitments have terminated and the Revolving Credit Letters of Credit have (x) expired or been returned to the Issuer or (y) been cash collateralized to the reasonable satisfaction of the Collateral Agent and the Issuer, the Borrower will, and will cause the Special Purpose Subsidiary to, perform the obligations set forth in this Section 7.1.13.
Special Purpose Subsidiary. Seller acknowledges and agrees that Purchaser may wish to effect the purchase of the Purchased Assets and the other transactions contemplated by this Agreement through a Subsidiary, and that Purchaser may wish to establish a new Subsidiary for such purpose. Seller agrees and consents to the assignment by Purchaser of all or part of Purchaser's rights and the delegation by Purchaser of all of Purchaser's obligations under this Agreement (other than the obligation to pay the Purchase Price) to such new Subsidiary or any other wholly owned Subsidiary of Purchaser, in each case in Purchaser's sole discretion. In the event of such an assignment and delegation, Purchaser shall cause the assignee and delegatee Subsidiary to perform all of the obligations of Purchaser under this Agreement in accordance with their terms and shall be jointly and severally liable with such Subsidiary for all such obligations.
