Unrestricted Subsidiary Designation Sample Clauses

Unrestricted Subsidiary Designation. The Borrower may at any time on or after the Effective Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that, immediately after giving Pro Forma Effect to any such designation or re-designation and any related transactions to be consummated in connection therewith and all other customary pro forma events and adjustments, (i) no Event of Default shall have occurred and be continuing, (ii) the Total Net Leverage Ratio, when calculated on a Pro Forma Basis as of the last day of the most recent Measurement Period ended prior to the applicable date of determination for which Financial Statements are required to be delivered, as the case may be, shall not exceed 5.50 to 1.00, (iii) no Unrestricted Subsidiary shall own any Stock in any Loan Party or hold any Indebtedness of, or any Lien on any property of, any Loan Party and (iii) no Unrestricted Subsidiary shall own any Material Intellectual Property and no Restricted Subsidiary which holds Material Intellectual Property or any Stock in any Subsidiary that holds Material Intellectual Property may be designated as an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value as determined in good faith by the Borrower of the Borrower’s Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness and Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in such Subsidiary pursuant to the preceding sentence in an amount equal to the fair market value as determined in good faith by the Borrower at the date of such designation of the Borrower’s Investment in such Subsidiary.
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Unrestricted Subsidiary Designation. Evidence that Communications (a) has designated Parent, Borrower and each New Subsidiary as "UNRESTRICTED SUBSIDIARIES" in compliance with the requirements of: (i) the Communications Bond Debt, (ii) the Certificate of Designation for the Senior Preferred Stock, (iii) the Credit Agreement dated as of March 25, 1998, among Xxxxxx Operating Company (as "BORROWER"), Communications (as "GUARANTOR"), and First Union National Bank (as successor by merger to CoreStates Bank, N.A., as "ADMINISTRATIVE AGENT"), (iv) the Revolving Credit Agreement dated as of March 25, 1998, among Xxxxxx Cellular Operations Company (as "BORROWER"), and NationsBank, N.A. (as successor by merger to NationsBank of Texas, N.A., as "ADMINISTRATIVE AGENT"), and (v) the 364-Day Revolving Credit and Term Loan Agreement dated as of March 25, 1998, among Xxxxxx Cellular Operations Company (as "BORROWER"), and NationsBank, N.A. (as successor by merger to NationsBank of Texas, N.A., as "ADMINISTRATIVE AGENT"), and (b) has provided all required notices, certifications, and resolutions to the Trustee under the Communications Bond Debt or other parties, as required by the Communications Bond Debt.
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Unrestricted Subsidiary Designation. (a) The Borrower hereby designates DD Acquisition as an Unrestricted Subsidiary as of the Sixth Amendment Effective Date for purposes of and pursuant to Section 5.09 of the Credit Agreement; provided that at the time of such designation under this Section 2(a), the Loan Parties shall not have made any Investments in DD Acquisition except for (i) the initial equity investment in an amount not exceeding $10.00 and (ii) Investments permitted by Section 6.04(m) of the Credit Agreement as amended by this Amendment. (b) Immediately after the effectiveness of Merger 1 (and prior to the effectiveness of Merger 2) in accordance with the Transaction Agreement, each of Dover Downs and the Dover Downs Subsidiaries shall be and hereby are designated as an Unrestricted Subsidiary for purposes of and pursuant to Section 5.09 of the Credit Agreement without any further action on the part of the Borrower; provided that at the time of such designation under this Section 2(b), (i) the Loan Parties shall not have made any Investments in Dover Downs or the Dover Downs Subsidiaries except for Investments permitted by Section 6.04(m) of the Credit Agreement as amended by this Amendment and (ii) the Borrower shall have delivered to the Administrative Agent a certificate (x) setting forth in reasonable detail calculations demonstrating compliance on a pro forma basis with the covenant set forth in Section 6.11 of the Credit Agreement immediately after giving effect to the Post-Merger 1 Unrestricted Subsidiary Designation and (y) certifying that no Event of Default shall have occurred and be continuing immediately before and after the Post-Merger 1 Unrestricted
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Unrestricted Subsidiary Designation. The Company (a) hereby gives written notice to the Administrative Agents, pursuant to the definition of “Unrestricted Subsidiary” in Section 1.1 of the Credit Agreement, that Storage Hungary is hereby designated as an Unrestricted Subsidiary and (b) hereby represents and warrants that all requirements for such designation pursuant to the definition of “Unrestricted Subsidiary” have been met.
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Unrestricted Subsidiary Designation. Pursuant to Section 5.14 of the Credit Agreement, the Borrower designates, as of the Amendment No. 10 Effective Date, Concentra Group Holdings Parent, Inc. and all of its direct and indirect Subsidiaries as Unrestricted Subsidiaries for all intents and purposes under the Amended Credit Agreement and the other Loan Documents. The Borrower hereby represents and warrants that as of the Amendment No. 10 Effective Date, both immediately prior to and immediately after giving effect to the Amendment, none of Concentra Group Holdings Parent, Inc. or any of its direct and indirect Subsidiaries are a “Restricted Subsidiary” for the purpose of any Specified Indebtedness, any Permitted Debt or any Permitted Refinancing thereof, as required by Section 5.14 of the Credit Agreement.
Sample 1
Unrestricted Subsidiary Designation. Simultaneously with the delivery of each set of consolidated financial statements referred to in Section 5.01(a) and Section 5.01(b) above, the related consolidating financial information (which may be unaudited) reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements;
Sample 1
Unrestricted Subsidiary Designation. The Credit Parties shall have delivered to the Agent evidence, in form and substance satisfactory to it, that Xxxxxx Receivables II has been designated, and constitutes, an Unrestricted Subsidiary.
Sample 1
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Unrestricted Subsidiary Designation. The Lenders shall have received evidence of the designation of Pledgor and Borrower as unrestricted subsidiaries and the associated release of collateral with respect to Pledgor and Borrower under the Sponsor Indebtedness Documents.
Sample 1

Related to Unrestricted Subsidiary Designation

  • Designation of Subsidiaries The board of directors of the Borrower may, at any time from and after the Closing Date, designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance with the covenants set forth in Section 8.1 on a pro forma basis, (iii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated as an Unrestricted Subsidiary, (iv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, such Restricted Subsidiary, together with all other Unrestricted Subsidiaries as of such date of designation, must not have contributed greater than the greater of (A) $50,000,000 and (B) 1.0% of Consolidated Total Tangible Assets (but, notwithstanding the definition of Consolidated Total Tangible Assets, calculated inclusive of all Unrestricted Subsidiaries), as of the last day of the Reference Period then most recently ended and (v) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if, upon the effectiveness of such designation, such Subsidiary is and would continue to be a restricted subsidiary under the terms of any Material Indebtedness of the Borrower or any of its Restricted Subsidiaries. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower or the applicable Restricted Subsidiary therein at the date of designation in an amount equal to the fair market value of the Borrower’s or the applicable Restricted Subsidiary’s investment therein. None of the Borrower or any Restricted Subsidiary shall at any time be directly or indirectly liable for any Indebtedness that provides the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of an Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower or the applicable Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrower’s or such Restricted Subsidiary’s Investment in such Subsidiary. Notwithstanding the foregoing, neither the Borrower nor any Designated IP Subsidiary shall be permitted to be an Unrestricted Subsidiary.

  • Designation (a) There is hereby created a Series of Investor Certificates to be issued in two classes pursuant to the Agreement and this Series Supplement and to be known together as the "Series 1999-G Certificates." The two classes shall be designated the Class A 6.35% Asset Backed Certificates, Series 1999-G (the "Class A Certificates") and the Class B 6.60% Asset Backed Certificates, Series 1999-G (the "Class B Certificates"). The Class A Certificates and the Class B Certificates shall be substantially in the form of Exhibits A-1 and A-2 hereto, respectively. In addition, there is hereby created a third Class of an uncertificated interest in the Trust which shall be deemed to be an "Investor Certificate" for all purposes under the Agreement and this Series Supplement, except as expressly provided herein, and which shall be known as the Collateral Interest, Series 1999-G (the "Collateral Interest"). (b) Series 1999-G shall be included in Group One (as defined below). Series 1999-G shall not be subordinated to any other Series. (c) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Series Supplement upon payment by the Collateral Interest Holder of amounts owing on the Closing Date as agreed to by the Seller and the Collateral Interest Holder. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the registration, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and the opinion described in subsection 6.09(b)(d)(i) and clauses (a) and (c) of the definition of Tax Opinion in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not apply to cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends and, together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust.

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