Unrestricted Subsidiaries Sample Clauses
The "Unrestricted Subsidiaries" clause defines a category of subsidiaries that are excluded from certain covenants and restrictions in a contract, typically in debt or credit agreements. This clause allows the parent company to designate specific subsidiaries as "unrestricted," meaning their assets, liabilities, and operations are not consolidated for the purposes of calculating financial ratios or compliance with restrictive covenants. For example, a company might use this clause to separate high-risk or non-core business units from its main operations, ensuring that any financial difficulties in those subsidiaries do not impact the parent company's obligations under the agreement. The core function of this clause is to provide flexibility for the parent company to manage its corporate structure and risk exposure without breaching the terms of its financing arrangements.
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Unrestricted Subsidiaries. (a) Not designate any Subsidiary as an Unrestricted Subsidiary unless (x) such Subsidiary is a Foreign Subsidiary or Securitization Subsidiary and (y) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would result therefrom. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrowers therein at the date of designation in an amount equal to the fair market value of the Borrowers’ Investment therein.
(b) Not re-designate any Unrestricted Subsidiary as a Restricted Subsidiary unless immediately before and after such re-designation, no Event of Default shall have occurred and be continuing or would result therefrom. The re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of re-designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time.
(c) Notwithstanding anything to the contrary contained here, in no event shall (i) any Parent or (ii) any Restricted Subsidiary that holds any Capital Stock in, any Liens on, any Indebtedness of, any Investments in or any Collateral of any Restricted Subsidiary (unless such Restricted Subsidiary is included in the designation pursuant to Section 5.16(a)), in each case, be designated as an Unrestricted Subsidiary.
Unrestricted Subsidiaries. The Borrower:
(a) will cause the management, business and affairs of each of the Borrower and its Restricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Borrower and its respective Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from Borrower and the Restricted Subsidiaries.
(b) will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries.
(c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, the Borrower or any Restricted Subsidiary.
Unrestricted Subsidiaries. (a) The Borrower may designate any of its Restricted Subsidiaries to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with this definition of an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Fair Market Value of all outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made as of the time of the designation and will either reduce the amount available for Restricted Payments under Section 7.5 or be an Investment permitted under Section 7.4, as determined by the Borrower; provided that no designation of an Unrestricted Subsidiary may be made in reliance on Section 7.5(c). Such designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.
(b) Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced by the Borrower’s delivery to the Administrative Agent a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation and a certificate of a Responsible Officer certifying that such designation complied with the preceding conditions and was permitted by Section 7.5. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement, and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 7.1, the Borrower will be in default of Section 7.1 unless such Unrestricted Subsidiary is made to meet such requirements.
(c) The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Borrower; provided that such designation will be deemed to be an incurrence of Indebtedness and Liens by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness and Liens of such Unrestricted Subsidiary, and such designation will only be permitted if (x) such Indebtedness and Liens are permitted under Sections 7.1 and 7.2, (y) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demo...
Unrestricted Subsidiaries. The Borrower:
(a) will cause the management, business and affairs of each of the Borrower and its Restricted Subsidiaries, on the one hand, and the Unrestricted Subsidiaries, on the other hand, to be conducted in such a manner (including by keeping separate books of account, furnishing separate financial statements of the Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Borrower and its Restricted Subsidiaries, on the one hand, and the Unrestricted Subsidiaries, on the other hand, to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Borrower and any Restricted Subsidiary;
(b) will not permit any of its Restricted Subsidiaries to, incur, assume or suffer to exist any guarantee by the Borrower or such Restricted Subsidiary of, or be or become liable for any Debt of any Unrestricted Subsidiary; and
(c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, the Borrower or any Restricted Subsidiary.
Unrestricted Subsidiaries. (a) Permit any Regulated Unrestricted Subsidiary to incur Indebtedness if at the time of incurring such Indebtedness and after giving effect thereto, the Leverage Ratio of such Regulated Unrestricted Subsidiary, determined on a pro forma basis as of the most recent Quarter-End Date for which financial statements have been delivered pursuant to Section 7.1(a) or Section 7.1(b), as applicable, exceeds 5.50 to 1.00.
(b) Permit any Unrestricted Subsidiary to hold, directly or indirectly, any Equity Interest in, or any Indebtedness of, the MLP, the Issuer, any Restricted Subsidiary, CIG or SNG.
(c) Permit the MLP, the Issuer or any Restricted Subsidiary to, guarantee or otherwise become liable in respect of any Indebtedness or other obligations of, grant any Lien on any of its property to secure any Indebtedness or other obligation of, or provide any other form of credit support to, any Unrestricted Subsidiary, unless in each case these are Non-Recourse.
(d) Permit any Unrestricted Subsidiary to engage directly or indirectly in any business or conduct any operations except as permitted under Section 10.7.
(e) The Issuer may designate one or more Restricted Subsidiaries of the Issuer as Unrestricted Subsidiaries, provided that (i) all Investments made in such Subsidiary at the time of such designation (treating such Investments as having been made on the date of such designation) shall be permitted under Section 10.2, (ii) after giving effect to such designation, the MLP, the Issuer and any Restricted Subsidiary that owns Equity Interests in such Subsidiary are in compliance with the provisions of Section 10, including Section 10.1, and are in pro forma compliance with Section 10.3, Section 10.12, and Section 10.13, (iii) no Default or Event of Default shall exist or result from such designation, and (iv) the MLP has provided to the holders of the Notes a Responsible Officer’s certificate to the effect that each of the foregoing conditions have been satisfied.
(f) The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary, provided that such designation may be made only if at the time of such designation and after giving effect thereto, (i) if such Unrestricted Subsidiary has outstanding Indebtedness, it would be permitted to incur such Indebtedness pursuant to Section 10.3 on the date of designation, (ii) after giving effect to such designation, the MLP and the Issuer shall be in pro forma compliance with Section 10.12 and Section 10.13,...
Unrestricted Subsidiaries. Within the respective periods provided in paragraph (b) above, financial statements of the character and for the dates and periods as in said paragraph (b) provided covering each Unrestricted Subsidiary (or groups of Unrestricted Subsidiaries on a consolidated basis);
Unrestricted Subsidiaries. The Parent Guarantor:
(a) will cause the management, business and affairs of each of the Parent Guarantor and its Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Parent Guarantor and its respective Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from Parent Guarantor and the Subsidiaries; provided that the foregoing will not prohibit payments under the Expense Sharing Agreement or other expense sharing agreements with such Unrestricted Subsidiaries which are consistent with past practices and/or required by any applicable Governmental Authority.
(b) will not, and will not permit any of the Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries.
(c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, the Parent Guarantor or any Subsidiary.
Unrestricted Subsidiaries. Simultaneously with the delivery of each set of consolidated financial statements referred to in Section 6.01(a) and Section 6.01(b), such supplemental financial information (which need not be audited) as is necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to financial information of the Borrower and its Subsidiaries by filing the Borrower’s Form 10-K or 10-Q, as applicable, filed with the SEC by the deadlines applicable to such filings (if later than the deadlines set forth in paragraphs (a) and (b) of this Section 6.01); provided that to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of the Borrower’s auditor on the Closing Date, any other accounting firm of nationally or regionally recognized standing or another accounting firm reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any qualification as to the Borrower’s ability to continue as a “going concern”, other than any such qualification resulting from or relating to (i) an actual or anticipated breach of the financial covenants set forth in Section 8.01, (ii) an upcoming maturity date, (iii) activities, operations, financial results or liabilities of any Person other than the Loan Parties and the Restricted Subsidiaries or (iv) changes in accounting principles or practices. Any financial statements required to be delivered pursuant to this Section 6.01 shall not be required to contain business combination accounting adjustments to the extent it is not practicable to include any such adjustments in such financial statements.
Unrestricted Subsidiaries. Without limiting the Collateral and Guarantee Requirement, from and after the Sixth Restatement Effective Date, the Borrower shall, and shall cause each of its Subsidiaries (which for this purpose shall include Unrestricted Subsidiaries) to, pledge the Capital Stock of each Unrestricted Subsidiary (which shall include each Subsidiary thereof) pursuant to the Security Agreement and, in that connection, shall deliver to the Administrative Agent all certificates or other instruments (if any) representing such Capital Stock, together with stock powers or other instruments of transfer with respect thereto endorsed in blank or take such other action to effect a valid pledge over such Capital Stock to the Administrative Agent (and the Administrative Agent is hereby authorized, without further approval of the Lenders, to enter into such amendments to the Security Agreement, if any, or any joinder or other agreement relating thereto as shall be necessary to give effect to the foregoing), unless such pledge would violate any provision of applicable law or any agreement to which the Borrower or any such Subsidiary is a party; provided that if at any time such pledge with respect to the Capital Stock of any such Unrestricted Subsidiary shall cease to violate any provision of applicable law or any such agreement, the Borrower will take such action promptly to effect such pledge in accordance with the provisions of this paragraph.
Unrestricted Subsidiaries. Will cause the management, business and affairs of each of the Borrower and its Restricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting properties of the Borrower and its Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation or other legal entity will be treated as an entity separate and distinct from the Borrower and the Restricted Subsidiaries.