Common use of Unrestricted Subsidiaries Clause in Contracts

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. The Parent Guarantorand the Borrower will: (a) will cause the management, business and affairs of each of the Parent Guarantor 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 the Parent Guarantor and its other 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 the Parent Guarantor and the Restricted Subsidiaries; provided that that, notwithstanding the foregoing will not prohibit payments under foregoing, the Expense Sharing Agreement or other expense sharing agreements Parent and the Restricted Subsidiaries may enter into servicing arrangements with such Unrestricted Subsidiaries which so long as such arrangements are consistent with past practices and/or required by any applicable Governmental Authority.permitted under Section 9.13; (b) will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Funded Debt of any of the Unrestricted Subsidiaries.; and (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Funded Debt of, the Parent Guarantor or any Restricted Subsidiary.

Unrestricted Subsidiaries. The Parent Guarantorand the Borrower will: (a) will cause the management, business and affairs of each of the Parent Guarantor 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 the Parent Guarantor and its other 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 the Parent Guarantor and the Restricted Subsidiaries; provided that that, notwithstanding the foregoing will not prohibit payments under foregoing, the Expense Sharing Agreement or other expense sharing agreements Parent and the Restricted Subsidiaries may enter into servicing arrangements with such Unrestricted Subsidiaries which so long as such arrangements are consistent with past practices and/or required by any applicable Governmental Authoritypermitted under Section 9.13. (b) will not, and will not permit any of the Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Funded Debt of any of the Unrestricted Subsidiaries. (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Funded Debt of, the Parent Guarantor or any Restricted Subsidiary.

Unrestricted Subsidiaries. The Parent GuarantorGuarantor and the Borrower: (a) will cause the management, business and affairs of each of Parent Guarantor, the Borrower, the Restricted Subsidiaries and the Unrestricted Parent Guarantor and its Subsidiaries Entities to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries and any Unrestricted Parent Entities to creditors and potential creditors thereof and by not permitting Properties of Parent Guarantor, the Parent Guarantor Borrower and its the respective Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary and Unrestricted Parent Entity that is a corporation will be treated as a corporate entity separate and distinct from Parent Guarantor Guarantor, the Borrower and the Restricted 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 Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted SubsidiariesSubsidiaries or Unrestricted Parent Entities. (c) will not permit any Unrestricted Subsidiary or Unrestricted Parent Entity to hold any Equity Interest in, or any Debt of, Parent Guarantor, the Parent Guarantor Borrower or any Restricted Subsidiary.

Unrestricted Subsidiaries. The Parent Guarantorand the Borrower: (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 the Parent Guarantor and the Restricted 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 Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted SubsidiariesSubsidiaries except in accordance with Section 9.05(g). (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest inin the Parent, the Borrower, any Restricted Subsidiary or ARP or any Debt ofSubsidiary thereof; provided that, notwithstanding anything to the Parent Guarantor or any Subsidiarycontrary herein, ARP shall be permitted to hold Equity Interests in its Subsidiaries.

Unrestricted Subsidiaries. The Parent GuarantorParent: (a) will cause the management, business and affairs of each of the Parent Guarantor Parent, the Borrower and its Subsidiaries each Restricted Subsidiary to be conducted in such a manner (including, without limitation, 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 Parent Guarantor Parent, the Borrower and its respective Subsidiaries each Restricted Subsidiary 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 Borrower and the Restricted 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 Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted SubsidiariesSubsidiaries except that the Parent may guarantee or otherwise give credit support for Debt (other than Debt in respect of borrowed money) of the Unrestricted Subsidiaries to the extent it could make an Investment in such Unrestricted Subsidiary under Section 9.05(l). (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, the Parent Guarantor Borrower or any Restricted Subsidiary.

Unrestricted Subsidiaries. The Parent GuarantorBorrower will: (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 properties of the Parent Guarantor Borrower and its respective the Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation or limited liability company will be treated as a corporate an entity separate and distinct from Parent Guarantor the Borrower and the Restricted 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 Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt Indebtedness of any of the Unrestricted Subsidiaries., other than (i) non-recourse pledges of Equity Interests in Unrestricted Subsidiaries granted to secure Indebtedness of Unrestricted Subsidiaries and (ii) Investments permitted under this Agreement; and (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt Indebtedness of, the Parent Guarantor Borrower or any Restricted Subsidiary.

Unrestricted Subsidiaries. The Parent Guarantorand the Borrower: (a) will cause the management, business and affairs of each of the Parent Guarantor Parent, the Borrower and its the 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 Parent Guarantor Parent, the Borrower and its respective the other Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation or limited liability company will be treated as a corporate an entity separate and distinct from the Parent Guarantor and the Restricted 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 other Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries, other than non-recourse pledges of Equity Interests in Unrestricted Subsidiaries granted to secure Debt of Unrestricted Subsidiaries. (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, the Parent Guarantor Parent, the Borrower, or any other Restricted Subsidiary.

Unrestricted Subsidiaries. The Borrower and the Parent GuarantorMLP: (a) will cause the management, business and affairs of each of the Borrower, the Parent Guarantor MLP 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 each Unrestricted Subsidiaries Subsidiary to creditors and potential creditors thereof and by not permitting Properties of the Borrower, the Parent Guarantor MLP and its respective Restricted Subsidiaries to be commingledcommingled with Properties of the Unrestricted Subsidiaries) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate an entity separate and distinct from the Borrower, the Parent Guarantor MLP and the its other 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 Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for (whether as general partner, managing member or otherwise) any Debt of any of the Unrestricted Subsidiariesother Subsidiary at any time such Person is not also a Restricted Subsidiary. (c) will not permit any Unrestricted Subsidiary to purchase or hold any Equity Interest equity interest in, or any Debt of, the Borrower, the Parent Guarantor MLP or any Restricted Subsidiary. (d) will not create or suffer to exist any Subsidiary that is not a Wholly-Owned Subsidiary unless such Subsidiary is an Unrestricted Subsidiary.

Unrestricted Subsidiaries. The Parent GuarantorBorrower: (a) will cause the management, business and affairs of each of the Parent Guarantor Borrower 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 Borrower and its respective the Subsidiaries to be commingledcommingled with Property of the Unrestricted Subsidiaries) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from Parent Guarantor Borrower 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 SubsidiariesSubsidiaries except in accordance with Section 9.05(l). (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, the Parent Guarantor Borrower or any SubsidiarySubsidiary except in accordance with Section 9.05(l).

Unrestricted Subsidiaries. (a) The Parent Guarantor: Borrower (a) will cause the management, business and affairs of each of the Parent Guarantor Borrower 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 Borrower and its respective Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate legal entity separate and distinct from Parent Guarantor Borrower and the Restricted 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 Restricted Subsidiaries to, to incur, assume, guarantee or be or become liable for any Debt Indebtedness or other obligations of any of the Unrestricted Subsidiaries.Subsidiaries except to the extent that incurring, assuming, guaranteeing or becoming liable for such Indebtedness or other obligations is otherwise permitted pursuant to Section 7.2.2; provided that the Borrower shall give the prompt written notice of such incurrence, assumption, guarantee or becoming liable to the Administrative Agent; and (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt Indebtedness of, the Parent Guarantor Borrower or any Restricted Subsidiary.

Unrestricted Subsidiaries. The Borrower and the Parent GuarantorGuarantor will: (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 Guarantor, the Borrower and its respective the Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation or limited liability company will be treated as a corporate an entity separate and distinct from the Parent Guarantor Guarantor, the Borrower and the Restricted 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 Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries, other than non-recourse pledges of Equity Interests in Unrestricted Subsidiaries granted to secure Debt of Unrestricted Subsidiaries. (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, the Parent Guarantor Guarantor, the Borrower or any Restricted Subsidiary.”

Unrestricted Subsidiaries. The Parent Guarantorand the Borrower: (a) will cause the management, business and affairs of each of Parent, the Borrower, the Restricted Subsidiaries and the Unrestricted Parent Guarantor and its Subsidiaries Entities to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries and any Unrestricted Parent Entities to creditors and potential creditors thereof and by not permitting Properties of Parent, the Parent Guarantor Borrower and its the respective Restricted Subsidiaries to be commingled) so that each Unrestricted Subsidiary and Unrestricted Parent Entity that is a corporation will be treated as a corporate entity separate and distinct from Parent Guarantor Parent, the Borrower and the Restricted 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 Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted SubsidiariesSubsidiaries or Unrestricted Parent Entities. (c) will not permit any Unrestricted Subsidiary or Unrestricted Parent Entity to hold any Equity Interest in, or any Debt of, Parent, the Parent Guarantor Borrower or any Restricted Subsidiary.

Unrestricted Subsidiaries. The Parent Guarantorand the Borrower: (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 the Parent Guarantor and the Restricted 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 Restricted Subsidiaries to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted SubsidiariesSubsidiaries except in accordance with Section 9.05(g). (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest inin the Parent, the Borrower, any Restricted Subsidiary or ARPTitan Energy or any Debt ofSubsidiary thereof; provided that, notwithstanding anything to the Parent Guarantor or any Subsidiarycontrary herein, ARPTitan Energy shall be permitted to hold Equity Interests in its Subsidiaries.