Common use of Unlimited Liability Companies Clause in Contracts

Unlimited Liability Companies. If the Borrower controls at any time any Pledged ULC Stock, the Borrower shall remain registered as the sole registered and beneficial owner of the Pledged ULC Stock and will remain as registered and beneficial owner until such time as the Pledged ULC Stock are effectively transferred into the name of the Lender or any other person on the books and records of the ULC. Nothing in this Agreement is intended to or shall constitute the Lender or any Person other than the ULC a shareholder or member of such ULC until such time as notice is given to the ULC and further steps are taken hereunder so as to register the Lender or any other Person as the holder of such Pledged ULC Stock. To the extent any provision hereof would have the effect of constituting the Lender or any other Person as a shareholder or member of a ULC prior to such time, such provision shall be severed therefrom and ineffective with respect to the Pledged ULC Stock without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Pledged Equity Interests which are not Pledged ULC Stock. Except upon the exercise of rights to sell or otherwise dispose of Pledged ULC Stock following the occurrence and during the continuance of a Default or an Event of Default hereunder, the Borrower shall not cause or permit, or enable any ULC in which it holds Pledged ULC Stock to cause or permit, the Lender to: (a) be registered as shareholders or members of such ULC; (b) have any notation entered in their favour in the share register of such ULC; (c) be held out as shareholders or members of such ULC; (d) receive, directly or indirectly, any dividends, property or other distributions from such ULC by reason of the Lender holding a security interest in such ULC; or (e) to act as a shareholder or member of such ULC, or exercise any rights of a shareholder or member including the right to attend a meeting of, or to vote the shares of, such ULC.

Unlimited Liability Companies. If Notwithstanding the Borrower controls at any time any grant of security interest made by the Grantors in favor of the Administrative Agent, its successor and assigns, for the ratable benefit of the Secured Parties, of all of its Pledged ULC Stock, any Grantor that controls any interest (for the Borrower purposes of this Section 3.05, “ULC Interests”) in any unlimited liability company (for the purposes of this Section 3.05, a “ULC”) pledged hereunder shall remain registered as the sole registered and beneficial owner of the Pledged such ULC Stock Interests and will remain as registered and beneficial owner until such time as the Pledged such ULC Stock Interests are effectively transferred into the name of the Lender Administrative Agent or any other person on the books and records of the such ULC. Nothing in this Agreement is intended to or shall constitute the Lender Administrative Agent or any Person other than the ULC person as a shareholder or member of such any ULC until such time as notice is given to the such ULC and further steps are taken hereunder thereunder so as to register the Lender Administrative Agent or any other Person person as the holder of the ULC Interests of such Pledged ULC StockULC. To the extent any provision hereof would have the effect of constituting the Lender Administrative Agent or any other Person person as a shareholder or member of a ULC prior to such time, such provision shall be severed therefrom and ineffective with respect to the Pledged ULC Stock Interests of such ULC without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Pledged Equity Interests Stock which are not Pledged ULC StockInterests. Except upon the exercise of rights to sell or otherwise dispose of Pledged ULC Stock Interests following the occurrence and during the continuance of a Default or an Event of Default hereunder, the Borrower no Grantor shall not cause or permit, or enable any ULC in which it holds Pledged ULC Stock Interests to cause or permit, the Lender Administrative Agent to: (a) be registered as shareholders or members of such ULC; (b) have any notation entered in their favour its favor in the share register of such ULC; (c) be held out as shareholders a shareholder or members member of such ULC; (d) receive, directly or indirectly, any dividends, property or other distributions from such ULC by reason of the Lender Administrative Agent holding a security interest in such ULC; or (e) to act as a shareholder or member of such ULC, or exercise any rights of a shareholder or member of such ULC including the right to attend a meeting of, or to vote the shares of, such ULC.

Unlimited Liability Companies. If Notwithstanding any provisions to the Borrower controls at contrary contained in this Agreement, any time other Loan Document or any other document or agreement among all or some of the parties hereto, with regard to any Collateral which consists of shares or membership interests in an unlimited company, unlimited liability company or unlimited liability corporation incorporated or otherwise formed under the laws of the Province of Nova Scotia or any other applicable province of Canada (the “Pledged ULC StockShares”), any Credit Party who has granted a security interest in Pledged ULC Shares or any Credit Party that is as of the Borrower shall remain registered as the date of this Agreement a sole registered and or beneficial owner of the Pledged ULC Stock and Shares will remain as registered and beneficial owner so until such time as the such Pledged ULC Stock Shares are fully and effectively transferred into the name of Agent, any of the Lender Lenders or other Secured Parties, or any other person Person on the books and records of the such unlimited company, unlimited liability company or unlimited liability corporation (“ULC”). Nothing in this Agreement Agreement, any other Loan Document or any other document or agreement among all or some of the parties hereto is intended to or shall constitute Agent, any of the Lender Lenders or other Secured Parties or any Person other than such Credit Party to be a member or shareholder of any ULC for the ULC a shareholder purposes of the Companies Act (Nova Scotia) or member of such ULC other Applicable Law until such time as written notice is given to the ULC such Credit Party and all further steps are taken hereunder so as to register the Lender Agent, a Lender, a Secured Party or another Person as holder of the Pledged ULC Shares on the books of the ULC. The granting of the security interest pursuant to this Agreement or any other Person Loan Document is not intended to make Agent, or any of the Lenders or other Secured Parties, a successor to such Credit Party as a member or shareholder of any ULC, and neither Agent nor any of the holder Lenders or other Secured Parties any of their respective successors or assigns hereunder shall be deemed to become a member or shareholder of any ULC by accepting this Agreement or any other Loan Document or exercising any right granted herein or therein unless and until such time, if any, when Agent, any of the Lenders or other Secured Parties or any successor or assign thereof expressly becomes a registered member or shareholder of such ULC. Such Credit Party shall be entitled to receive and retain for its own account any dividends or other distributions, if any, in respect of the Collateral which is Pledged ULC Shares (subject to any security interest which such Credit Party has granted in such dividend or other distribution) and shall have the right to vote such Pledged ULC StockShares and to control the direction, management and policies of the ULC issuing such Pledged ULC Shares to the same extent as such Credit Party would if such Pledged ULC Shares were not the subject of a Lien granted to Agent, any of the Lenders or other Secured Parties, or to any other Person pursuant hereto or pursuant to any other Loan Document. To the extent any provision hereof or any other Loan Document would otherwise have the effect of constituting Agent, any of the Lender Lenders or any Person other Person than an Credit Party as a member or shareholder or member of a any ULC prior to such timetime as written notice is delivered to such Credit Party and the ULC Shares held by such Credit Party are registered in the name of the Agent, such provision shall be severed therefrom herefrom and be ineffective with respect to the relevant Pledged ULC Stock Shares without otherwise invalidating or rendering unenforceable this Agreement or such other Loan Document or invalidating or rendering unenforceable such provision insofar as it relates to Pledged Equity Interests which are not Collateral other than Pledged ULC StockShares. Notwithstanding anything herein or in any other Loan Document to the contrary neither Agent, the Lenders nor any of the Secured Parties nor any of their respective successors or assigns shall be deemed to have assumed or otherwise become liable for any debts or obligations of any ULC. Except upon the exercise by Agent, any of the Lenders or other Persons of rights to sell or otherwise dispose of Pledged ULC Stock Shares or other remedies following the occurrence and during the continuance of a Default or an Event of Default hereunderDefault, and upon notice to the Borrower Credit Party which has not been rescinded, such Credit Party shall not cause or permit, or enable any ULC in which it holds Pledged ULC Stock Shares to cause or permit, Agent or any of the Lender Lenders or other Secured Parties to: (ai) be registered as shareholders member or members shareholder of such ULC; (bii) have any notation entered in their favour its favor in the share register of such ULC; (ciii) be held out as shareholders member or members shareholder of such ULC; (div) receive, directly or indirectly, any dividends, property or other distributions from such ULC by reason of Agent, any of the Lender Lenders or other Secured Parties or any other Person holding a security interest in such ULCthe Pledged ULC Shares; or (ev) to act as a member or shareholder or member of such ULC, or exercise any rights of a member or shareholder or member of such ULC, including the right to attend a meeting of, of such ULC or to vote the shares of, of such ULC.

Unlimited Liability Companies. If Any Debtor that controls any interest (for the Borrower controls at purposes of this Section 3.4(b), “ULC Interests”) in any time any Pledged ULC Stockunlimited liability company (for the purposes of this Section 3.4(b), the Borrower a “ULC”) pledged hereunder shall remain registered as the sole registered and beneficial owner of the Pledged ULC Stock Interests and will remain as registered and beneficial owner until such time as the Pledged ULC Stock Interests are effectively transferred into the name of the Lender Canadian Agent or any other person on the books and records of the ULC. Nothing in this Agreement is intended to or shall constitute the Lender Canadian Agent or any Person person other than the ULC a shareholder or member of such ULC until such time as notice is given to the ULC and further steps are taken hereunder thereunder so as to register the Lender Canadian Agent or any other Person person as the holder of such Pledged ULC StockInterests. To the extent any provision hereof would have the effect of constituting the Lender Canadian Agent or any other Person person as a shareholder or member of a ULC an unlimited liability company prior to such time, such provision shall be severed therefrom and ineffective with respect to the Pledged ULC Stock Interests without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Pledged Equity Interests Shares which are not Pledged ULC StockInterests. Except upon the exercise of rights to sell or otherwise dispose of Pledged ULC Stock Interests following the occurrence and during the continuance of a Default or an Event of Default hereunder, the Borrower Debtor shall not cause or permit, or enable any ULC in which it holds Pledged ULC Stock Interests to cause or permit, the Lender Canadian Agent to: (a) be registered as shareholders or members of such ULC; (b) have any notation entered in their favour in the share register of such ULC; (c) be held out as shareholders or members of such ULC; (d) receive, directly or indirectly, any dividends, property or other distributions from such ULC by reason of the Lender Canadian Agent holding a security interest in such ULC; or (e) to act as a shareholder or member of such ULC, or exercise any rights of a shareholder or member including the right to attend a meeting of, or to vote the shares of, such ULC.

Unlimited Liability Companies. If Notwithstanding any other provision in this Agreement or any other document or agreement among all or some of the Borrower controls at parties hereto, to the extent that any time any Pledged ULC StockUnlimited Liability Securities constitute Collateral, the Borrower shall remain registered as each Grantor thereof is the sole registered and beneficial owner holder of the Pledged ULC Stock any such Unlimited Liability Securities and will remain as registered and beneficial owner so until such time as the Pledged ULC Stock such Unlimited Liability Securities are effectively transferred into the name of the Lender Notes Collateral Trustee, any other Secured Party or any other person on the books and records of the ULCissuer of such pledged Unlimited Liability Securities. Accordingly, each such Grantor shall be entitled to receive and retain for its own account any dividends, property or other distributions, if any, in respect of such Unlimited Liability Securities (except insofar as the Grantor has granted a security interest in such dividends, property or other distributions, and any shares which are Unlimited Liability Securities shall be delivered to the Notes Collateral Trustee to hold as Collateral hereunder) and shall have the right to vote such Unlimited Liability Securities and to control the direction, management and policies of the issuer of such Unlimited Liability Securities to the same extent as the Grantor would if such Unlimited Liability Securities were not pledged to the Notes Collateral Trustee pursuant hereto. Nothing in this Agreement or any other document or agreement among all or some of the parties hereto is intended to to, and nothing in this Agreement, or any other document or agreement among all or some of the parties hereto shall constitute the Lender or Notes Collateral Trustee nor any Person other than the ULC Secured Party as a member, shareholder or member other equity holder for the purposes of such the Companies Act (Nova Scotia) or other applicable legislation governing the formation of an Unlimited Company (“ULC Legislation”) or provide to them the right to obtain any other indicia of ownership of any Unlimited Company until such time as notice is given to the ULC Grantor and further steps are taken hereunder thereunder so as to register the Lender Notes Collateral Trustee, or any other Person person as the holder of such Pledged ULC StockCollateral which are Unlimited Liability Securities. No provision in this Agreement (except this Section 13) or actions taken by the Notes Collateral Trustee pursuant to this Agreement which might provide or be deemed to provide otherwise, in whole or in part, shall, without the express written consent of the Notes Collateral Trustee, apply in respect of Unlimited Liability Securities. To the extent any provision hereof or of any other document or agreement would have the effect of constituting the Lender Notes Collateral Trustee, any other Secured Party, or any other Person person as a shareholder or member of a an issuer of Unlimited Liability Securities for the purposes of the ULC Legislation prior to such time, such provision shall be severed herefrom or therefrom and ineffective with respect to the Pledged ULC Stock Collateral which are Unlimited Liability Securities without otherwise invalidating or rendering unenforceable this Agreement or such other agreement or invalidating or rendering unenforceable such provision insofar as it relates to Pledged Equity Interests Collateral which are is not Pledged ULC StockUnlimited Liability Securities. Except upon For the exercise avoidance of rights doubt, and except as otherwise provided in the last sentence of this Section 13, no provision of this Agreement or actions taken by the Notes Collateral Trustee pursuant to sell this Agreement shall apply, or otherwise dispose of Pledged ULC Stock following be deemed to apply, so as to cause the occurrence Notes Collateral Trustee or any other Secured Party to be, and during the continuance of a Default or an Event of Default hereunder, the Borrower Notes Collateral Trustee and each other Secured Party shall not be or be deemed to be or entitled to, and no Grantor shall cause or permit, permit the Notes Collateral Trustee or enable any ULC in which it holds Pledged ULC Stock to cause or permit, the Lender other Secured Party to: (a) be registered as shareholders or members of such ULC; (b) have any notation entered in their favour in the share register of such ULC; (c) be held out as shareholders or members of such ULC; (d) receive, directly or indirectly, any dividends, property or other distributions from such ULC by reason of the Lender holding a security interest in such ULC; or (e) to act as a shareholder or member of such ULC, or exercise any rights of a shareholder or member including the right to attend a meeting of, or to vote the shares of, such ULC.:

Unlimited Liability Companies. If Notwithstanding the Borrower controls at any time any grant of security interest made by the Grantors in favour of the Administrative Agent, its successor and assigns, for the rateable benefit of the Secured Parties, of all of its Pledged ULC Stock, any Grantor that controls any interest (for the Borrower purposes of this Section 2.05, “ULC Interests”) in any unlimited liability company (for the purposes of this Section 2.05, a “ULC”) pledged hereunder shall remain registered as the sole registered and beneficial owner of the Pledged such ULC Stock Interests and will remain as registered and beneficial owner until such time as the Pledged such ULC Stock Interests are effectively transferred into the name of the Lender Administrative Agent or any other person on the books and records of the such ULC. Nothing in this Agreement is intended to or shall constitute the Lender Administrative Agent or any Person other than the ULC person as a shareholder or member of such any ULC until such time as notice is given to the such ULC and further steps are taken hereunder thereunder so as to register the Lender Administrative Agent or any other Person person as the holder of the ULC Interests of such Pledged ULC StockULC. To the extent any provision hereof would have the effect of constituting the Lender Administrative Agent or any other Person person as a shareholder or member of a ULC prior to such time, such provision shall be severed therefrom and ineffective with respect to the Pledged ULC Stock Interests of such ULC without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Pledged Equity Interests Stock which are not Pledged ULC StockInterests. Except upon the exercise of rights to sell or otherwise dispose of Pledged ULC Stock Interests following the occurrence and during the continuance of a Default or an Event of Default hereunder, the Borrower no Grantor shall not cause or permit, or enable any ULC in which it holds Pledged ULC Stock Interests to cause or permit, the Lender Administrative Agent to: (a) be registered as shareholders or members of such ULC; (b) have any notation entered in their its favour in the share register of such ULC; (c) be held out as shareholders a shareholder or members member of such ULC; (d) receive, directly or indirectly, any dividends, property or other distributions from such ULC by reason of the Lender Administrative Agent holding a security interest in such ULC; or (e) to act as a shareholder or member of such ULC, or exercise any rights of a shareholder or member of such ULC including the right to attend a meeting of, or to vote the shares of, such ULC.

Unlimited Liability Companies. If Any Grantor that controls any interest (for the Borrower controls at purposes of this Section, "ULC Interests") in any time any Pledged ULC Stockunlimited liability company (for the purposes of this Section, the Borrower a "ULC") pledged hereunder shall remain registered as the sole registered and beneficial owner of the Pledged ULC Stock Interests and will remain as registered and beneficial owner until such time as the Pledged ULC Stock Interests are effectively transferred into the name of the Lender Administrative Agent or any other person on the books and records of the ULC. Nothing in this Agreement is intended to or shall constitute the Lender Administrative Agent or any Person person other than the ULC a shareholder or member of such ULC until such time as notice is given to the ULC and further steps are taken hereunder thereunder so as to register the Lender Administrative Agent or any other Person person as the holder of such Pledged ULC StockInterests. To the extent any provision hereof would have the effect of constituting the Lender Administrative Agent or any other Person person as a shareholder or member of a ULC an unlimited liability company prior to such time, such provision shall be severed therefrom and ineffective with respect to the Pledged ULC Stock Interests without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Pledged Equity Interests Collateral which are not Pledged ULC StockInterests. Except upon the exercise of rights to sell or otherwise dispose of Pledged ULC Stock Interests following the occurrence and during the continuance of a Default or an Event of Default hereunder, the Borrower each Grantor shall not cause or permit, or enable any ULC in which it holds Pledged ULC Stock Interests to cause or permit, the Lender Administrative Agent to: (a) be registered as shareholders or members of such ULC; (b) have any notation entered in their favour in the share register of such ULC; (c) be held out as shareholders or members of such ULC; (d) receive, directly or indirectly, any dividends, property or other distributions from such ULC by reason of the Lender Administrative Agent holding a security interest in such ULC; or (e) to act as a shareholder or member of such ULC, or exercise any rights of a shareholder or member including the right to attend a meeting of, or to vote the shares of, such ULC. Section 2.06.

Unlimited Liability Companies. If Notwithstanding the grant of security interest made by a Borrower in favour of Bank of all of its Shares, for any interest (for the purposes of this Section 4.5, “ULC Interests”) that such Borrower controls at in any time any Pledged ULC Stockunlimited liability company (for the purposes of this Section 4.5, the a “ULC”) pledged hereunder, such Borrower shall remain registered as the sole registered and beneficial owner of the Pledged such ULC Stock Interests and will remain as registered and beneficial owner until such time as the Pledged such ULC Stock Interests are effectively transferred into the name of the Lender Bank or any other person Person on the books and records of the such ULC. Nothing in this Agreement is intended to or shall constitute the Lender Bank or any Person other than the ULC as a shareholder or member of such any ULC until such time as notice is given to the such ULC and further steps are taken hereunder thereunder so as to register the Lender Bank or any other Person as the holder of the ULC Interests of such Pledged ULC StockULC. To the extent any provision hereof would have the effect of constituting the Lender Bank or any other Person as a shareholder or member of a ULC prior to such time, such provision shall be severed therefrom and ineffective with respect to the Pledged ULC Stock Interests of such ULC without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Pledged Equity Interests Shares which are not Pledged ULC StockInterests. Except upon the exercise of rights to sell or otherwise dispose of Pledged ULC Stock Interests following the occurrence and during the continuance of a Default or an Event of Default hereunder, the no Borrower shall not cause or permit, or enable any ULC in which it holds Pledged ULC Stock Interests to cause or permit, the Lender Bank to: (a) be registered as shareholders or members of such ULC; (b) have any notation entered in their its favour in the share register of such ULC; (c) be held out as shareholders a shareholder or members member of such ULC; (d) receive, directly or indirectly, any dividends, property or other distributions from such ULC by reason of the Lender Bank holding a security interest in such ULC; or (e) to act as a shareholder or member of such ULC, or exercise any rights of a shareholder or member of such ULC including the right to attend a meeting of, or to vote the shares of, such ULC.

Unlimited Liability Companies. If Notwithstanding any provisions to the Borrower controls at contrary contained in this Agreement, any time other Loan Document or any other document or agreement among all or some of the parties hereto, with regard to any Collateral which is shares or membership interests in an unlimited company, unlimited liability company or unlimited liability corporation incorporated or otherwise formed under the laws of the Province of Nova Scotia or any other applicable province of Canada (the “Pledged ULC StockShares”), any Credit Party who has granted a security interest in Pledged ULC Shares or any Credit Party that is as of the Borrower shall remain registered as the date of this Agreement a sole registered and or beneficial owner of the Pledged ULC Stock and Shares will remain as registered and beneficial owner so until such time as the such Pledged ULC Stock Shares are fully and effectively transferred into the name of Agent, any of the Lender Lenders or other Secured Parties, or any other person Person on the books and records of the such unlimited company, unlimited liability company or unlimited liability corporation (“ULC”). Nothing in this Agreement Agreement, any other Loan Document or any other document or agreement among all or some of the parties hereto is intended to or shall constitute Agent, any of the Lender Lenders or other Secured Parties or any Person other than such Credit Party to be a member or shareholder of any ULC for the ULC a shareholder purposes of the Companies Act (Nova Scotia) or member of such ULC other Applicable Law until such time as written notice is given to the ULC such Credit Party and all further steps are taken hereunder so as to register the Lender Agent, a Lender, a Secured Party or another Person as holder of the Pledged ULC Shares on the books of the ULC. The granting of the security interest pursuant to this Agreement or any other Person Loan Document is not intended to make Agent, or any of the Lenders or other Secured Parties, a successor to such Credit Party as a member or shareholder of any ULC, and neither Agent nor any of the holder Lenders or other Secured Parties any of their respective successors or assigns hereunder shall be deemed to become a member or shareholder of any ULC by accepting this Agreement or any other Loan Document or exercising any right granted herein or therein unless and until such time, if any, when Agent, any of the Lenders or other Secured Parties or any successor or assign thereof expressly becomes a registered member or shareholder of such ULC. Such Credit Party shall be entitled to receive and retain for its own account any dividends or other distributions, if any, in respect of the Collateral which is Pledged ULC Shares (subject to any security interest which such Credit Party has granted in such dividend or other distribution) and shall have the right to vote such Pledged ULC StockShares and to control the direction, management and policies of the ULC issuing such Pledged ULC Shares to the same extent as such Credit Party would if such Pledged ULC Shares were not the subject of a Lien granted to Agent, any of the Lenders or other Secured Parties, or to any other Person pursuant hereto or pursuant to any other Loan Document. To the extent any provision hereof or any other Loan Document would otherwise have the effect of constituting Agent, any of the Lender Lenders or any Person other Person than an Credit Party as a member or shareholder or member of a any ULC prior to such timetime as written notice is delivered to such Credit Party and the ULC Shares held by such Credit Party are registered in the name of the Agent, such provision shall be severed therefrom herefrom and be ineffective with respect to the relevant Pledged ULC Stock Shares without otherwise invalidating or rendering unenforceable this Agreement or such other Loan Document or invalidating or rendering unenforceable such provision insofar as it relates to Pledged Equity Interests which are not Collateral other than Pledged ULC StockShares. Notwithstanding anything herein or in any other Loan Document to the contrary neither Agent, the Lenders nor any of the Secured Parties nor any of their respective successors or assigns shall be deemed to have assumed or otherwise become liable for any debts or obligations of any ULC. Except upon the exercise by Agent, any of the Lenders or other Persons of rights to sell or otherwise dispose of Pledged ULC Stock Shares or other remedies following the occurrence and during the continuance of a Default or an Event of Default hereunderDefault, and upon notice to the Borrower Credit Party which has not been rescinded, such Credit Party shall not cause or permit, or enable any ULC in which it holds Pledged ULC Stock Shares to cause or permit, Agent or any of the Lender Lenders or other Secured Parties to: (ai) be registered as shareholders member or members shareholder of such ULC; (bii) have any notation entered in their favour its favor in the share register of such ULC; (ciii) be held out as shareholders member or members shareholder of such ULC; (div) receive, directly or indirectly, any dividends, property or other distributions from such ULC by reason of Agent, any of the Lender Lenders or other Secured Parties or any other Person holding a security interest in such ULCthe Pledged ULC Shares; or (ev) to act as a member or shareholder or member of such ULC, or exercise any rights of a member or shareholder or member of such ULC, including the right to attend a meeting of, of such ULC or to vote the shares of, of such ULC.