Common use of Unrestricted Subsidiaries Clause in Contracts

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.

Appears in 6 contracts

Samples: Credit Agreement (Sitio Royalties Corp.), Credit Agreement (Sitio Royalties Corp.), Credit Agreement (STR Sub Inc.)

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Unrestricted Subsidiaries. The Borrower: (a) will shall 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, Subsidiaries to be conducted in such a manner (including 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 Borrower and its Restricted Subsidiaries, on the one hand, and the Unrestricted Subsidiaries, on the other hand, respective Subsidiaries to be commingled) so that each Unrestricted Subsidiary will that is a corporation shall be treated as an a corporate entity separate and distinct from the Borrower and any the Restricted SubsidiarySubsidiaries; (b) will except for Indebtedness permitted pursuant to Section 9.07 hereof and Investments permitted pursuant to Section 9.08 hereof, shall not, and shall not permit any of its the Restricted Subsidiaries to, incur, assume or suffer to exist any guarantee by the Borrower or such Restricted Subsidiary ofassume, Guarantee or be or become liable for any Debt Indebtedness or other obligations of any of the Unrestricted SubsidiarySubsidiaries; and (c) will shall not permit any Unrestricted Subsidiary to hold any Equity Interest capital stock of or other ownership interest in, or any Debt Indebtedness of, the Borrower or any Restricted Subsidiary.

Appears in 2 contracts

Samples: Credit Agreement (Gran Tierra Energy, Inc.), Credit Agreement (Gran Tierra Energy, Inc.)

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, Subsidiaries to be conducted in such a manner (including including, without limitation, by keeping separate books of account, furnishing maintaining separate financial statements policies of the Unrestricted Subsidiaries to creditors and potential creditors thereof insurance and by not permitting Properties of the Borrower and its Restricted Subsidiaries, on the one hand, and the Unrestricted Subsidiaries, on the other hand, respective Subsidiaries to be commingled) so that each Unrestricted Subsidiary will be treated as an entity separate and distinct from Borrower and the Restricted Subsidiaries (except (i) with respect to the treatment for tax purposes of the Borrower or any Restricted Subsidiary holding any interest in an Unrestricted Subsidiary that is regarded as a partnership and (ii) for the common management/directorship between the Borrower and any Restricted Unrestricted Subsidiary); (b) except as permitted by Section 7.3(e), will not, and will not permit any of its the Restricted Subsidiaries to, incur, assume or suffer to exist any guarantee by the Borrower or such Restricted Subsidiary of, Guaranty Obligations or be or become liable for any Debt Indebtedness of any Unrestricted Subsidiary; and (c) will not permit any Unrestricted Subsidiary to hold any Equity Interest equity interest in, or any Debt Indebtedness of, the Borrower or any Restricted Subsidiary.

Appears in 2 contracts

Samples: Credit Agreement (Comstock Resources Inc), Credit Agreement (Comstock Resources Inc)

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 a corporate entity separate and distinct from the Borrower and any Restricted Subsidiary; (b) except as permitted by Section 9.05(k), will not, and 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.

Appears in 2 contracts

Samples: Credit Agreement (Earthstone Energy Inc), Credit Agreement (Parsley Energy, Inc.)

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Unrestricted Subsidiaries. The BorrowerIssuer: (a) will cause the management, business and affairs of each of the Borrower Issuer 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 Issuer 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 Issuer 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 Issuer 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 Issuer or any Restricted Subsidiary.

Appears in 1 contract

Samples: Note Purchase Agreement (Sitio Royalties Corp.)

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 a corporate entity separate and distinct from the Borrower and any Restricted Subsidiary; (b) except as permitted by Section 9.05(k), will not, and 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.. 104

Appears in 1 contract

Samples: Credit Agreement (Earthstone Energy Inc)

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