Ultimate Parent Company Sample Clauses

The 'Ultimate Parent Company' clause defines which entity is considered the topmost controlling company in a corporate group for the purposes of the agreement. This clause typically identifies the company that, directly or indirectly, holds the majority of voting rights or control over the contracting party, regardless of any intermediate subsidiaries. By clearly specifying the ultimate parent, the clause ensures clarity in determining responsibility, compliance, or disclosure obligations within complex corporate structures, thereby preventing ambiguity about which entity is ultimately accountable under the contract.
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Ultimate Parent Company. Any Ultimate Parent Company shall have any material liabilities (other than liabilities arising under the Loan Documents), own any material assets (other than Equity Interests of Borrowers) or engage in any operations or business (other than ownership of Borrowers and their Subsidiaries).
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Related to Ultimate Parent Company

  • Subsidiary For purposes of this Agreement, the term “subsidiary” means any corporation or limited liability company of which more than 50% of the outstanding voting securities or equity interests are owned, directly or indirectly, by the Company and one or more of its subsidiaries, and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary.

  • Subsidiaries All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

  • Wholly Owned Subsidiary As to Borrower, any Subsidiary of Borrower that is directly or indirectly owned 100% by Borrower.

  • Parent Company Guarantee [Ref Guidance Notes – The Departments’ default position is to request completion of this Schedule in all cases where a Parent Company exists unless, by exception, CD Finance Team have given their express consent to waive this requirement. Such exceptions will, however, be rare.]

  • Holding Companies (a) In the case of Holdings, (i) conduct, transact or otherwise engage in any business or operations other than those incidental to its ownership of the Equity Interests of the Borrower and the performance of the Loan Documents, the Second Lien Loan Documents, any Specified Refinancing Debt or any Specified Second Lien Refinancing Debt, (ii) incur any Indebtedness (other than (x) the First Lien Obligations and the Second Lien Obligations, (y) intercompany Indebtedness incurred in lieu of Restricted Payments permitted under Section 7.06 and Indebtedness of the type described in Sections ‎7.03(i) through ‎(m) (other than Section 7.03(k)(B)), ‎7.03(o) and ‎7.03(p) and (z) Guarantees of Indebtedness permitted by Section 7.03(n), ‎7.03(s), (t), ‎(u) or (v)), (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than Liens pursuant to any Loan Document or any Second Lien Loan Document, Permitted Other Indebtedness Liens, Specified Refinancing Liens, Specified Second Lien Refinancing Liens or non-consensual Liens arising solely by operation of law); or (iv) make any Investments (other than (x) Investments in the Borrower or its Restricted Subsidiaries (including any temporary Investments to facilitate Permitted Acquisitions and other Investments permitted by Section ‎7.02) or (y) Investments of the type permitted by Section ‎7.02(a), ‎(b), ‎(h), ‎(k) or ‎(m). (b) Nothing in this Section ‎7.15 shall prevent Holdings from (i) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (ii) the performance of its obligations with respect to the Transactions, (iii) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), (iv) making Restricted Payments or Dispositions (other than Dispositions of the Equity Interests of the Borrower), (v) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (vi) holding any cash and Cash Equivalents (but not operating any property), (vii) providing indemnification to officers, managers and directors, (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders and (ix) any activities incidental to the foregoing.