Subsidiaries and Guarantees Sample Clauses
The "Subsidiaries and Guarantees" clause defines the obligations and rights of a party's subsidiaries in relation to the main agreement, and addresses whether those subsidiaries are required to provide guarantees for the performance of contractual duties. Typically, this clause specifies which subsidiaries are covered, the extent of their guarantee obligations, and any conditions or limitations on such guarantees. Its core practical function is to clarify the scope of liability and ensure that all relevant entities are appropriately bound or protected, thereby reducing uncertainty and managing risk among the parties involved.
Subsidiaries and Guarantees. 9 4.3 Capitalization..............................................................10 4.4 Power, Authorization and Non-Contravention..................................11 4.5 No Violation of Charter Documents, Contracts or Laws........................12 4.6
Subsidiaries and Guarantees. (a) As of the Closing Date, each (i) Subsidiary, (ii) Restricted Subsidiary, (iii) Unrestricted Subsidiary, and (iv) Subsidiary Guarantor is listed and designated as such on Schedule 6.9.
(b) After the Closing Date, in the event that any Person becomes a wholly-owned Domestic Subsidiary of the Borrower (excluding the Capital Trusts and any Unrestricted Subsidiary that is not directly owned by the Borrower), the Borrower shall promptly (and in any event within 10 days) cause such Person to (i) become a guarantor by executing and delivering to the Administrative Agent, with a copy to the Administrative Agent’s counsel, a counterpart of the Subsidiary Pledge Agreement (in the case of any such Person that, pursuant to Section 6.8, is also required to pledge any equity interest owned by such Person) or the Subsidiary Guaranty (in the case of any Person that is not required to pledge any equity interest pursuant to Section 6.8) or, in each case, such other document as the Administrative Agent shall deem appropriate for such purpose; and (ii) deliver to the Administrative Agent documents of the types referred to in Sections 5.1(e), (f) and (g) and, if requested by the Administrative Agent, a favorable opinion of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent.
Subsidiaries and Guarantees. Except for the subsidiaries of Servicesoft listed in Item 4.2 of the Servicesoft Disclosure Letter (collectively the "SUBSIDIARIES" and each a "SUBSIDIARY"), Servicesoft does not have any subsidiaries or any interest, direct or indirect, in any corporation, partnership, joint venture or other business entity. Neither Servicesoft nor any Subsidiary has agreed or is obligated to make, or is bound by any written agreement, contract, subcontract, lease, letter of intent, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, or benefit plan as in effect as of the date hereof pursuant to which it is required to make any future investment in or capital contribution to any other entity. Neither Servicesoft, nor any Subsidiary, is a general partner of any general partnership, limited partnership or other entity. Item 4.2 of the Servicesoft Disclosure Letter indicates the jurisdiction of organization of each entity listed therein and Servicesoft's direct or indirect equity interest therein.
Subsidiaries and Guarantees. (a) As of the Closing Date, each (i) Subsidiary and (ii) Subsidiary Guarantor is listed and designated as such on Schedule 6.8.
(b) Subject to Section 6.8(d), at all times, all of the Obligations shall be guaranteed pursuant to a Subsidiary Guaranty, made in favor of the Administrative Agent for its own benefit and the benefit of the Lenders, by each of the following: (i) such Wholly-Owned Domestic Subsidiaries of the Borrower to whom (when aggregated with the Borrower) not less than 90% of the pro forma Adjusted Consolidated EBITDA is attributable, (ii) each Wholly-Owned Domestic Subsidiary of the Borrower to whom more than 5% of pro forma Adjusted Consolidated EBITDA is attributable, and (iii) each Subsidiary of the Borrower which guarantees public Indebtedness issued by the Borrower or any of its Subsidiaries.
(c) Subject to Section 6.8(d) and to the extent required to comply with Section 6.8(b) above, after the Closing Date, in the event that any Person becomes a Wholly-Owned Domestic Subsidiary of the Borrower, the Borrower shall promptly (and in any event within 10 days) cause such Person to (i) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent, with a copy to the Administrative Agent’s counsel, a counterpart of the Subsidiary Guaranty or, in each case, such other document as the Administrative Agent shall deem appropriate for such purpose; and (ii) deliver to the Administrative Agent documents of the types referred to in Sections 5.1(e), (f) and (g) and, if requested by the Administrative Agent, a favorable opinion of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent.
(d) Notwithstanding the requirements of Sections 6.8(b) and 6.8(c) above, the following Wholly-Owned Domestic Subsidiaries shall not be required to become Subsidiary Guarantors: (i) any Capital Trust, (ii) any Wholly-Owned Domestic Subsidiary that is a general partner in an Investment Firm (determined without regard to the 5% revenues, earnings or value threshold set forth in the definition thereof) with outside equity owners, provided, that the equity of such Wholly-Owned Domestic Subsidiary is owned directly or indirectly by a Subsidiary Guarantor or (iii) Pantheon Ventures Inc., a California corporation, or any Subsidiary of Pantheon Ventures Inc.;...
Subsidiaries and Guarantees. Except for the subsidiaries of Servicesoft listed in Item 4.2 of the Servicesoft Disclosure Letter (collectively the "SUBSIDIARIES" and each a "SUBSIDIARY"), Servicesoft does not have any subsidiaries or any interest, direct or indirect, in any corporation, partnership, joint venture or other business entity. Neither Servicesoft nor any Subsidiary has agreed or is obligated to make, or is bound by any written agreement, contract, subcontract, lease, letter of intent,
Subsidiaries and Guarantees. The subsidiaries of Butane are listed under Section 4.2 of the Butane Disclosure Schedule (collectively the "SUBSIDIARIES" and each a "SUBSIDIARY"), each of which is wholly-owned by Butane. Butane does not have any other subsidiaries or any interest, direct or indirect, in any corporation, partnership, joint venture, limited liability company or other business entity. Neither Butane nor any Subsidiary has agreed or is obligated to make, or is bound by any Contract, written agreement, letter of intent, option, insurance policy, or benefit plan as in effect as of the date hereof pursuant to which it is required to make any future investment in or capital contribution to any other Person. Neither Butane, nor any Subsidiary, has, at any time, been a general partner of any general partnership, limited partnership or other entity or manager or member of any limited liability company.