Subsidiaries; Partnerships. Each of the Guarantors is a direct or indirect wholly-owned Subsidiary of Borrower, and as of the date hereof, together with the Partnerships listed on Schedule 3, constitute all of the Subsidiaries of Borrower. Schedule 7.14.1, as the same may be amended from time to time to reflect transactions permitted by this Agreement, sets forth the outstanding shares of capital stock (or other ownership interests) and the name of each shareholder of each of the Subsidiaries of Borrower. All of the outstanding capital stock of Borrower and each of its Subsidiaries has been validly issued, is fully paid, and is nonassessable. Schedule 7.14.2, as the same may be amended from time to time to reflect transactions permitted by this Agreement, sets forth the outstanding partnership interests of the Partnerships owned by each of the Companies.
Subsidiaries; Partnerships. (a) Form any Domestic Subsidiary unless, (i) such Subsidiary expressly becomes a Borrower and becomes jointly and severally liable for the Obligations, (ii) the Borrower which is the parent entity of such Subsidiary pledges, in accordance with Section 4.20, the Equity Interest of such Subsidiary to the Agent, for the benefit of the Agent and the Lenders, so that such Subsidiary’s Equity Interest becomes Pledged Securities, (iii) the Agent shall have received all documents, including organizational documents and legal opinions it may reasonably require in connection therewith, including, without limitation, all information that may be reasonably requested by the Agent to comply with applicable “know your customer” requirements established by U.S. regulatory authorities (including without limitation pursuant to the Beneficial Ownership Regulation), and (iv) such Subsidiary grants first priority perfected Liens in its assets to the Agent, for the benefit of the Agent and the Lenders (subject to Permitted Encumbrances); provided, however, to the extent such Subsidiary becomes a Borrower, none of such assets which become Collateral shall be included in the Borrowing Base in accordance with the terms of this Agreement until such time as the Agent makes such determination in its Permitted Discretion unless (A) they meet the eligibility requirements contained in this Agreement and (B) the Agent has conducted a Collateral audit and appraisal with respect to such assets;
(b) Form any Foreign Subsidiary unless the Borrower which is the parent entity of such Subsidiary pledges, in accordance with Section 4.20, the applicable percentage the Equity Interest of such Subsidiary to the Agent, for the benefit of the Agent and the Lenders, so that such percentage of such Subsidiary’s Equity Interest becomes Pledged Securities; or
(c) Enter into any partnership, joint venture or similar agreement.
Subsidiaries; Partnerships. Form any Subsidiary, or enter into any partnership, joint venture, or similar agreement with any third party without the prior written consent of Lender.
Subsidiaries; Partnerships. Except as described on the attached SUBSIDIARIES SCHEDULE, the Company has no Subsidiaries, is not a partner in any partnership and holds no Stock in any other Person.
Subsidiaries; Partnerships. The Borrower shall not: (a) form or have any Subsidiaries; (b) enter into any partnership or a joint venture; (c) acquire any ownership interest in or make any capital contribution to any other Person; (d) enter into any partnership, profit-sharing or royalty agreement or other similar arrangement whereby the Borrower’s income or profits are, or might be, shared with any other Person; or (e) enter into any management contract or similar arrangement whereby its business or operations are managed by any other Person, other than the O&M Agreement and the Administrative Services Agreement or as otherwise contemplated under the Transaction Documents.
Subsidiaries; Partnerships. (a) There are no Subsidiaries of the Borrower other than as set forth on Schedule 4.20(a). All of the issued and outstanding shares of Capital Stock of the Subsidiaries of the Borrower have been duly and validly authorized and issued and are fully paid and non-assessable and free of preemptive rights, and, such shares are owned by the Borrower or one of its Subsidiaries free and clear of any Lien. Except as set forth on Schedule 4.20(a), there are no outstanding warrants, options, or other rights to purchase or acquire any of the shares of Capital Stock of any Subsidiary, nor any outstanding securities convertible into such shares or outstanding warrants, options, or other rights to acquire any such convertible securities.
(b) There are no partnerships, joint ventures, or similar arrangements involving the Borrower or any of its Subsidiaries except as set forth in Schedule 4.20(b).
Subsidiaries; Partnerships. The Borrower will not have --------------------------- any Subsidiaries other than (i) Wholly Owned Consolidated Subsidiaries acquired pursuant to Permitted Acquisitions and liquidated or merged into the Borrower within 90 days after the date of acquisition and (ii)
Subsidiaries; Partnerships. ESCO will not have any direct Subsidiaries other than the Borrower and any Restricted Subsidiaries. The Borrower will not have any direct or indirect Subsidiaries, other than the Specified Subsidiaries and any Subsidiaries resulting from any Investments made in accordance with clause (f), (l) or (n) of Section 5.16 and any Restricted Subsidiaries, all of which shall be direct Subsidiaries (except that (i) PPD shall be a direct Subsidiary of SFL, (ii) Comtrak shall be a direct Subsidiary of SEI, (iii) EMC Test Systems shall be a limited partnership as described in the definition of "EMC Test Systems Reorganization", (iv) Rantec shall be a direct Subsidiary of Rantec Holding as described in the definition of "EMC Test Systems Reorganization", (v) Rantec Commercial shall be a direct Subsidiary of Rantec as described in the definition of "EMC Test Systems Reorganization", (vi) FBV, FGMBH, Filtrotec, FDPR and FDB shall be direct subsidiaries of Filtertek, (vii) FSA shall be a subsidiary of Filtertek and FBV, and (viii) Euroshield shall be a subsidiary of Euroshield Acquisition Corporation). Neither ESCO nor the Borrower will, and they will not permit any of their Subsidiaries to, enter into any partnership or joint venture other than EMC Test Systems, PTI Filters and a Permitted Joint Venture. Notwithstanding anything to the contrary contained in this Section (i) Uniexcel shall be a partially-owned Subsidiary of SFL, (ii) Filtertek de Puerto Rico S.A. may issue Class B Common Stock to certain of its senior executives, (iii) Filtertek may own less than all of, but not less than 85% of, the outstanding common stock of FDB and (iv) PTI may own not less than 40% and not more than 49% of the outstanding common stock of PTI Filters. 3 3
(d) Section 5.11(a) of the Credit Agreement is hereby amended to add the following clauses (xiii) and (xiv) at the end of such Section:
Subsidiaries; Partnerships. The Company (a) has no subsidiaries, (b) does not presently own or control, directly or indirectly, any equity interest in any corporation, association, partnership, limited liability company or other business entity and (c) is not, directly or indirectly, a participant in any joint venture, partnership or similar arrangement. Since its inception, the Company has not consolidated or merged with, acquired all or substantially all of the assets of, or acquired the stock of or any interest in any corporation, association, partnership, limited liability company or other business entity.
Subsidiaries; Partnerships. Borrower shall not, and shall cause Sponsor Member not to (i) except to the extent required pursuant to a Sponsor Tax Benefit Monetization or other tax benefit monetization of the kind referred to in Section 2.6(b)(iii), the proceeds of which are deposited into the Borrower Account in accordance with Section 2.6(b), form or have any direct Subsidiaries except in the case of Borrower, Sponsor Member and in the case of Sponsor Member, Master Holdco, (ii) enter into any profit-sharing or royalty agreement or other similar arrangement whereby Borrower’s or Sponsor Member’s income or profits are, or might be, shared with any other Person, (iii) enter into any management contract or similar arrangement whereby its business or operations are managed by any other Person, other than the Qualified Affiliate Agreements, or (iv) enter into any contract or agreement with an Affiliate of Sponsor except a Qualified Affiliate Agreement.
