US Subsidiaries. In the event that at any time after the Closing Date, any Credit Party acquires, creates or has any U.S. Subsidiary (other than an Excluded Subsidiary (unless, in the case of an Excluded Subsidiary that is not a CFC, a CFC Holdco or Subsidiary thereof, the U.S. Borrower elects to designate such Excluded Subsidiary as a U.S. Borrower Guarantor by providing written notice to the Administrative Agent of its intent to designate such Subsidiary as a U.S. Borrower Guarantor; provided that if the jurisdiction of organization of such Subsidiary is not the same as the jurisdiction of organization of any existing Subsidiary Guarantor, the Administrative Agent shall have consented to the designation of such Subsidiary as a U.S. Borrower Guarantor (which consent may be withheld in its reasonable discretion))) that is not already a party to a U.S. Subsidiary Guaranty, such Credit Party will promptly, but in any event within 60 days (or such later date as the Administrative Agent agrees to in its reasonable discretion), cause such Subsidiary to deliver to the Administrative Agent (i) a U.S. Subsidiary Guaranty, duly executed by such U.S. Subsidiary, pursuant to which such U.S. Subsidiary becomes a U.S. Borrower Guarantor, (ii) resolutions of the Board of Directors or equivalent governing body of such U.S. Subsidiary, certified by the Secretary or an Assistant Secretary of such U.S. Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such U.S. Subsidiary Guaranty and the other Loan Documents to which such U.S. Subsidiary is or will be a party, together with such other corporate documentation and an opinion of counsel as the Administrative Agent shall reasonably request, in each case, in form and substance reasonably satisfactory to the Administrative Agent and (iii) all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.10.
US Subsidiaries. Subject to clause (c) of this Section 4.03, below, the Issuer shall not permit any of its US Subsidiaries to, directly or indirectly:
(1) declare or pay any dividend or make any other payment or distribution (a) on account of the Issuer's Equity Interests or any Equity Interests of any Subsidiary of the Issuer (including, without limitation, any payment in connection with any merger or consolidation involving the Issuer or any Subsidiary of the Issuer) or (b) to the direct or indirect holders of the Equity Interests of the Issuer or any Subsidiary of the Issuer in their capacity as such (other than, in the case of each of (a) and (b), dividends or distributions payable (i) in Equity Interests (other than Disqualified Stock) of such US Subsidiary or (ii) to (A) a US Subsidiary, (B) the Issuer or (C) the holder of the Equity Interests in the US Parent);
(2) purchase, repurchase, redeem, defease or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuer or any Subsidiary of the Issuer) any outstanding Equity Interests of the Issuer or any Subsidiary of the Issuer (other than any Equity Interests of a US Subsidiary owned by any other US Subsidiary);
(3) make any payment of principal on or with respect to, or purchase, repurchase, redeem, defease or otherwise acquire or retire for value, any Subordinated Indebtedness of the Issuer or any Guarantor; or
(4) make any Investment in any Person (other than any Permitted Investments) (all such payments and other actions set forth in these subclauses (1) through (4) of clause (b) of this Section 4.03 being collectively referred to as "US RESTRICTED PAYMENTS" and, together with Non-US Restricted Payments, "RESTRICTED PAYMENTS"), unless, at the time of, and after giving effect to, such US Restricted Payment:
(i) no Default has occurred and is continuing or would occur as a consequence of such US Restricted Payment;
(ii) the amount of such US Restricted Payment, together with the aggregate amount of all other US Restricted Payments declared or made by the US Subsidiaries on or after the Issue Date (excluding US Restricted Payments permitted by subclauses (3), (4) and (5) of clause (c) of this Section 4.03, below) shall not exceed 50% of the Consolidated Profit After Taxes of the US Parent and its Subsidiaries for the period (taken as one accounting period) from the beginning of the fiscal quarter immediately following the fiscal quarter duri...
US Subsidiaries. (a) The aggregate liabilities of each US Subsidiary and the ERISA Affiliates to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan ended prior to the date hereof, are not of a level which would have a material adverse effect upon the financial condition of the VNU Group taken as a whole;
(b) there are no Employee Plans which are not in compliance in all material respects in form and operation with ERISA and the Code;
(c) there is no Employee Plan which is intended to be qualified under Section 401(a) of the Code which has not received from the IRS a favourable determination letter that is to be so qualified as to form, and, to the knowledge of the Guarantor, nothing has occurred since the date of such determination that would adversely affect such determination;
(d) the fair market value of the assets of each Employee Plan subject to Title IV of ERISA is not less than the present value of the "benefit liabilities" (within the meaning of Section 4001(a)(16) of ERISA) under such Employee Plan as of the date of the most recent actuarial valuation of such plan determined using the actuarial assumptions and method used by the actuary to such Employee Plan in its most recent valuation of such Employee Plan;
(e) there are no actions, suits, or claims pending against or with respect to any Employee Plan (other than routine claims for benefits) which would cause any US Subsidiary to incur a material liability or to the knowledge of such US Subsidiary, which could reasonably be expected to be asserted against or with respect to any Employee Plan which would cause such US Subsidiary to incur a material liability;
(f) no US Subsidiary has failed to make all material contributions to or under each such Employee Plan, or any contract or agreement requiring contribution to an Employee Plan;
(g) none of any US Subsidiary or any ERISA Affiliate has ceased operations at a facility so as to become subject to the provisions of Section 4062(e) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Plan subject to Section 4064(a) of ERISA to which it made contributions each in a manner which would cause such US Subsidiary to incur a material liability; and
(h) none of such US Subsidiary nor any of the ERISA Affiliates has incurred or reasonably expects to incur any material liability ...
US Subsidiaries. 1.1 BASF Pharma Corporation is a corporation validly existing under the laws of the State of Delaware with 1,000 issued shares with no par value (hereinafter referred to as "BPC"). All such issued shares are directly or indirectly owned by Seller as described in Exhibit 1.1.
1.2 BPC has direct or indirect legal ownership of the participations in the companies which are set forth in Exhibit 1.2 (hereinafter referred to as "BPC Subsidiaries").
US Subsidiaries. NOTE: Entities indicated with an asterisk ( * ) are less than wholly-owned by Aramark Services, Inc., directly or indirectly as applicable. Subsidiary Entity Form Direct Parent 1st & Fresh, LLC LLC Aramark Business & Industry, LLC American Snack & Beverage, LLC LLC Aramark Refreshment Services, LLC Aramark American Food Services, LLC LLC Aramark Food Service, LLC Aramark Asia Management, LLC LLC Aramark Japan, LLC Aramark Aviation Services Limited Partnership Limited Partnership Aramark Services, Inc. Aramark Business & Industry, LLC LLC Aramark Services, Inc. Aramark Business Center, LLC LLC Aramark Services, Inc. Aramark Business Dining Services of Texas, LLC LLC Aramark Services, Inc. Aramark Business Facilities, LLC LLC Aramark Services, Inc. Aramark Campus, LLC LLC Aramark Educational Services, LLC Aramark Capital Asset Services, LLC LLC Aramark Services, Inc. Aramark Cleanroom Services (Puerto Rico), Inc. Corporation Aramark Uniform & Career Apparel, Group, Inc. Aramark Cleanroom Services, LLC LLC Aramark Uniform & Career Apparel, LLC Aramark Confection, LLC LLC Aramark Food Service, LLC Aramark Concession Services Joint Venture* Joint Venture Aramark Sports and Entertainment Services of Texas, LLC Aramark Construction and Energy Services, LLC LLC Aramark Facility Services, Inc. Aramark Construction Services, Inc. Corporation Aramark Facility Services, Inc. Aramark Consumer Discount Company Corporation Aramark Services, Inc. Aramark Correctional Services, LLC LLC Aramark Services, Inc. Aramark Distribution Services, Inc. Corporation Aramark Uniform & Career Apparel, LLC Aramark Educational Group, LLC LLC Aramark Services, Inc. Aramark Educational Services of Texas, LLC LLC Aramark Educational Group, Inc. Aramark Educational Services of Vermont, Inc. Corporation Aramark Educational Group, Inc. Aramark Educational Services, LLC LLC Aramark Educational Group, Inc. Subsidiary Entity Form Direct Parent Aramark Entertainment, LLC LLC Aramark Sports and Entertainment Group LLC Aramark Facility Services, LLC LLC Aramark Services, Inc. Aramark FHC Business Services, LLC LLC Aramark FHC, LLC Aramark FHC Campus Services, LLC LLC Aramark FHC, LLC Aramark FHC Correctional Services, LLC LLC Aramark FHC, LLC Aramark FHC Healthcare Support Services, LLC LLC Aramark FHC, LLC Aramark FHC Kansas, Inc. Corporation Aramark FHC, LLC Aramark FHC Refreshment Services, LLC LLC Aramark FHC, LLC Aramark FHC School Support Services, LLC LLC Aramark FHC, LLC Aramark FHC Services...
US Subsidiaries. For so long as Guarantor owns, directly or indirectly, 50% or more of the voting stock of the Corporation, Guarantor hereby agrees and covenants, subject to Section 7.11, that any corporation or other entity taxable as a corporation for U.S. federal income tax purposes (i) which is created or organized in or under the laws of the United States, any state thereof or the District of Columbia and (ii) of which Guarantor owns or hereinafter shall own, directly or indirectly, stock meeting the stock ownership requirements described in Section 1504(a)(2) of the Code shall be included in the U.S. consolidated federal income tax group of which the Corporation is the parent.
US Subsidiaries. The authorized share capital of the US Subsidiary is US$0.05, divided into 5,000 shares of US$0.00001 each, 5,000 shares of which are duly issued and outstanding and held by the Company. There are no options, warrants, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase any of the Equity Securities of the US Subsidiaries. Except as set forth in its Constitutional Documents and provided by the applicable Laws, no outstanding Equity Securities of the US Subsidiaries are subject to any preemptive rights, rights of first refusal or other rights to purchase such Equity Securities (whether in favor of such US Subsidiaries or any other Person).
US Subsidiaries. The authorized share capital of the US Subsidiary I is US$0.05, divided into 5,000 shares of US$0.00001 each, 5,000 shares of which are duly issued and outstanding and held by the Company. The authorized share capital of the US Subsidiary II is US$1, divided into 1,000 shares of US$0.001 each, 1,000 shares of which are duly issued and outstanding and held by the US Subsidiary I. There are no options, warrants, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase any of the Equity Securities of the US Subsidiaries. Except as set forth in its Constitutional Documents and provided by the applicable Laws, no outstanding Equity Securities of the US Subsidiaries are subject to any preemptive rights, rights of first refusal or other rights to purchase such Equity Securities (whether in favor of such US Subsidiaries or any other Person).
US Subsidiaries. In the event that at any time after the Closing Date, any Credit Party acquires, creates or has any U.S. Subsidiary (other than an Excluded Subsidiary) that is not already a party to the U.S. Subsidiary Guaranty, such Credit Party will promptly, but in any event within 60 days (or such later date as the Administrative Agent agrees to in its reasonable discretion), cause such Subsidiary to deliver to the Administrative Agent, (a) a Guaranty Supplement (as defined in the U.S. Subsidiary Guaranty), duly executed by such Subsidiary, pursuant to which such Subsidiary joins in the U.S. Subsidiary Guaranty as a guarantor thereunder, (b) resolutions of the Board of Directors or equivalent governing body of such Subsidiary, certified by the Secretary or an Assistant Secretary of such Subsidiary, as duly adopted and in full force and effect, authorizing the execution and delivery of such joinder supplement and the other Loan Documents to which such Subsidiary is or will be a party, together with such other corporate documentation and an opinion of counsel as the Administrative Agent shall reasonably request, in each case, in form and substance reasonably satisfactory to the Administrative Agent and (c) all such documents, instruments, agreements, and certificates as are similar to those described in Section 6.10.
US Subsidiaries. All of the Company’s subsidiaries organized in a jurisdiction located in the United States are as follows (“U.S. Subsidiaries”): (i) CorCell Companies, Inc., a Nevada corporation, (ii) CorCell, Ltd., a Nevada corporation, (iii) Cord Partners, Inc., a Florida corporation, (iv) CBA Professional Services, Inc., d/b/a/ BodyCells, Inc., a Florida corporation (v) CBA Properties, Inc., a Florida corporation, and (vi) Career Channel Inc., a Florida corporation.
