The Subsidiary Guarantors Sample Clauses
The Subsidiary Guarantors. No Subsidiary Guarantor will, and the Parent Guarantor will not permit any Subsidiary Guarantor to, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Subsidiary Guarantor survives); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of such Subsidiary Guarantor in one or more related transactions, to another Person, unless:
(1) either:
(A) if the transaction or series of transactions is a consolidation of such Subsidiary Guarantor with or a merger of such Subsidiary Guarantor with or into any other Person, such Subsidiary Guarantor shall be the surviving entity of such consolidation or merger; or
(B) the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition has been made shall be a corporation organized and existing under the laws of the British Virgin Islands, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, any state of the United States or the District of Columbia, and such Person shall expressly assume all the Obligations of such Subsidiary Guarantor under its Note Guarantee, this Indenture, the Security Documents and the Intercreditor Agreement pursuant to supplemental indentures or other documents or agreements reasonably satisfactory to the Trustee and the Security Agent and the Intercreditor Agent, and in connection therewith shall cause such instruments to be filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the perfection of the Lien created under the Security Documents on the Collateral owned by or transferred to the surviving Person; and
(2) immediately after such transaction, no Default or Event of Default exists; provided, however, that the provisions of this Section 5.01(b) shall not apply if such Subsidiary Guarantor is released from its Note Guarantee as a result of such consolidation, merger, sale or other disposition pursuant to Section 11.08 hereof.
The Subsidiary Guarantors. Subject to the Section 11.08(c) hereof, no Subsidiary Guarantor will, and the Company will not permit any Subsidiary Guarantor to, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not such Subsidiary Guarantor survives); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of such Subsidiary Guarantor in one or more related transactions, to another Person, unless:
(1) either:
(A) if the transaction or series of transactions is a consolidation of such Subsidiary Guarantor with or a merger of such Subsidiary Guarantor with or into any other Person, such Subsidiary Guarantor shall be the surviving entity of such consolidation or merger; or
(B) the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition has been made shall be a corporation organized and existing under the laws of the British Virgin Islands, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, any state of the United States or the District of Columbia, and such Person shall expressly assume all the Obligations of such Subsidiary Guarantor under its Note Guarantee and this Indenture, pursuant to a supplemental indenture; and
(2) immediately after such transaction, no Default or Event of Default exists.
The Subsidiary Guarantors named in Schedule 1 hereto (the Subsidiary Guarantors and together with the Parent Guarantor, the Guarantors);
The Subsidiary Guarantors. REGENT BROADCASTING OF WEST COAST, INC. REGENT BROADCASTING OF CHICO, INC. REGENT LICENSEE OF CHICO, INC. REGENT BROADCASTING OF FLAGSTAFF, INC. REGENT LICENSEE OF FLAGSTAFF, INC. REGENT BROADCASTING OF KINGMAN, INC. REGENT LICENSEE OF KINGMAN, INC. REGENT BROADCASTING OF LAKE TAHOE, INC. REGENT LICENSEE OF LAKE TAHOE, INC. REGENT BROADCASTING OF PALMDALE, INC. REGENT LICENSEE OF PALMDALE, INC. REGENT BROADCASTING OF REDD▇▇▇, ▇▇C. REGENT LICENSEE OF REDD▇▇▇, ▇▇C. REGENT BROADCASTING OF VICTORVILLE, INC. REGENT LICENSEE OF VICTORVILLE, INC. BY: /s/ Anth▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ -------------------------------------- NAME: Anth▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ TITLE: Vice President and Chief Financial Officer (SIGNATURES CONTINUED ON NEXT PAGE)
The Subsidiary Guarantors. The Financing Documents to which each Subsidiary Guarantor is a party have been duly authorized by all necessary corporate action on the part of each such Subsidiary Guarantor, and such Financing Documents constitute legal, valid and binding obligations of each such Subsidiary Guarantor, enforceable against each such Subsidiary Guarantor in accordance with their respective terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
The Subsidiary Guarantors listed in Schedule 2 (Subsidiary Guarantors) as Subsidiary Guarantors (the “Subsidiary Guarantors”);
The Subsidiary Guarantors. “Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law. “Honor Date” has the meaning set forth in Section 2.03(c). “Indebtedness” means, as to any Person at any time, without duplication, all items which would, in conformity with Agreement Accounting Principles, be classified as indebtedness on a balance sheet of such Person at such time, as well as the following, whether or not included as indebtedness or liabilities in accordance with Agreement Accounting Principles:
The Subsidiary Guarantors. SECTION 1701.
The Subsidiary Guarantors. (as defined below); and