Certain Obligations Respecting Subsidiaries Sample Clauses
The "Certain Obligations Respecting Subsidiaries" clause defines the responsibilities that a parent company must uphold regarding its subsidiaries within the context of an agreement. Typically, this clause requires the parent to ensure that its subsidiaries comply with specific contractual obligations, such as maintaining financial standards, refraining from prohibited activities, or providing necessary information. By imposing these requirements, the clause ensures that the actions or omissions of subsidiaries do not undermine the agreement, thereby protecting the interests of the other contracting party and maintaining overall compliance.
Certain Obligations Respecting Subsidiaries. (a) The Company will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that each of its Subsidiaries is a Wholly Owned Subsidiary.
(b) In the event that any additional shares of capital stock shall be issued by any Subsidiary of the Company, the respective Obligor agrees forthwith to deliver to the Agent pursuant to the Security Agreement the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and to take such other action as the Agent shall request to perfect the security interest created therein pursuant to the Security Agreement.
(c) The Company will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries of the Company are Subsidiary Guarantors and, thereby, "Obligors" hereunder. Without limiting the generality of the foregoing, in the event that the Company or any of its Subsidiaries shall form or acquire any new Subsidiary, the Company or the respective Subsidiary will cause (or in the event such new Subsidiary is a Designated Subsidiary, shall use its best effort to cause) such new Subsidiary to become a "Subsidiary Guarantor" (and, thereby, an "Obligor") hereunder pursuant to a written instrument in form and substance satisfactory to each Lender and the Agent, and to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as any Lender or the Agent shall have requested.
Certain Obligations Respecting Subsidiaries. (1) Subject to any applicable limitation in any Basic Document, the Parent and the other Borrowers shall (and shall cause their Subsidiaries) take the following actions at the Parent’s expense, upon (a) the formation or acquisition after the A&R Closing Date of any Subsidiary that is not an Excluded Subsidiary, (b) the designation of any Unrestricted Subsidiary as a Subsidiary that is not an Excluded Subsidiary or (c) any Subsidiary (including any Immaterial Subsidiary) ceasing to be an Excluded Subsidiary, (x) if the event giving rise to the obligation under this Section 9.21 occurs during the first three fiscal quarters of any fiscal year, on or before the later of (I) 60 days following the relevant formation, acquisition, designation or cessation and (II) the date on which financial statements are required to be delivered pursuant to Section 9.01(2) for the fiscal quarter in which such formation, acquisition, designation or cessation occurred or (y) if the event giving rise to the obligation under this Section 9.21 occurs during the fourth fiscal quarter of any fiscal year, on or before the date that is 90 days after the end of such fiscal quarter (or, in the cases of clauses (x) and (y), such longer period as the Administrative Agent may reasonably agree) (or, in the cases of clauses (x) and (y), such longer period as the Administrative Agent may reasonably agree)
(i) cause the applicable Subsidiary to execute and deliver a joinder to the Subsidiary Pledge Agreement and the Subsidiary Guaranty; (ii) cause the Subsidiary (and any Obligor of which the applicable Subsidiary is a direct Subsidiary) to (A) deliver any and all certificates representing its Capital Stock (to the extent certificated) that constitute Collateral and are required to be delivered pursuant to any Security Document, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) and (B) deliver all instruments evidencing Indebtedness held by such Subsidiary that constitute Collateral and are required to be delivered pursuant to any Security Document, endorsed in blank; and (iii) upon request of the Administrative Agent deliver to the Administrative Agent a signed copy of a customary opinion, addressed to the Administrative Agent and the other Credit Parties, of counsel for the such applicable Subsidiary as to such matters as the Administrative Agent may reasonably request; provided that such matter...
Certain Obligations Respecting Subsidiaries. The Company will, and will cause each of its Restricted Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Company and each of its Restricted Subsidiaries at all times own (subject only to the Lien of the Pledge Agreement) at least the same percentage of the issued and outstanding shares of each class of stock of each of such Restricted Subsidiaries the stock of which is subject to the Lien of the Pledge Agreement as is owned on the date hereof or, in the case of New Wholly-Owned Subsidiaries created or acquired after the date hereof (other than Funding Co., 3189503, Canadian Forest Oil, and any Wholly-Owned Subsidiaries of such Persons), the stock of which are required to be subject to the Lien of the Pledge Agreement, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a "PLEDGED SUBSIDIARY"). Without limiting the generality of the foregoing, none of the Company and its Restricted Subsidiaries will sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary owned by it, nor permit any Pledged Subsidiary to issue any shares of stock of any class whatsoever to any Person (other than to the Company or another Obligor). In the event that any such additional shares of stock are issued by any Pledged Subsidiary, the respective Obligor agrees forthwith to deliver to the Agent pursuant to the Pledge Agreement the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and shall take such other action as the Agent shall request to perfect the security interest created therein pursuant to the Pledge Agreement. The Company will not and will not permit any of its Restricted Subsidiaries to enter into any indenture, agreement, instrument or other arrangement (other than the Indenture included in the Senior Subordinated Debt Documents as initially in effect, the Indenture included in the Canadian Forest Senior Subordinated Debt Documents and the Guarantee granted by Forest in relation thereto each as initially in effect, the Funding Credit Agreement as initially in effect and the other Loan Documents (as defined therein) and the Canadian Forest Oil Credit Agreement as initially in effect and the other Loan Documents (as defined therein)) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the i...
Certain Obligations Respecting Subsidiaries. The Borrower will take such action, and will cause each of its Significant Subsidiaries and any Significant Subsidiary formed with the intent of merging with or into a Person that will be a Significant Subsidiary subject to this provision to take such action, from time to time as shall be necessary to ensure that all Significant Subsidiaries of the Borrower are party to, as Loan Parties, the Guaranty provided in Article VII hereof. Without limiting the generality of the foregoing, in the event that the Borrower or any of its Significant Subsidiaries shall form or acquire any new Significant Subsidiary, the Borrower or the respective Significant Subsidiary will cause such new Significant Subsidiary to (A) become a party hereto and to the Guaranty pursuant to a written instrument in form and substance satisfactory to the Administrative Agent, and (B) deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents relating to the foregoing as is consistent with those delivered by each Loan Party pursuant to Article III hereof, or as any Lender or the Administrative Agent shall have reasonably requested.
Certain Obligations Respecting Subsidiaries. Further Assurances; Intellectual Property 82 Section 8.12. Termination of Non-Permitted Liens 84 Section 8.13. [Reserved] 84 Section 8.14. Anti-Terrorism and Anti-Corruption Laws 84 Section 8.15. Financial Covenants 84 Section 8.16. Maintenance of Regulatory Approvals, Contracts, Intellectual Property, Etc 85 Section 8.17. Cash Management 85 Section 8.18. Post-Closing Obligations 87 Section 8.19. Swiss Non-Bank Rules 87 Article 9 Negative Covenants 88 Section 9.01. Indebtedness 88 Section 9.02. Liens 89 Section 9.03. Fundamental Changes and Acquisitions 91 Section 9.04. Lines of Business 92 Section 9.05. Investments 92 Section 9.06. Restricted Payments 93 Section 9.07. Payments of Indebtedness 94 Section 9.08. Change in Fiscal Year 94 Section 9.09. Sales of Assets, Etc 94 Section 9.10. Transactions with Affiliates 95 Section 9.11. Restrictive Agreements 96 Section 9.12. Organizational Documents, Material Agreements; Settlement Agreement 96 Section 9.13. Covenants Relating to Certain Subsidiaries 96 Section 9.14. Sales and Leasebacks 96 Section 9.15. [Reserved]. 97 Section 9.16. Accounting Changes 97 Section 9.17. Compliance with ERISA 97 Section 9.18. Accounts 97 Section 9.19. Obligor Intellectual Property 97 Section 9.20. Inbound Licenses 97 Article 10 Events of Default 98 Section 10.01. Events of Default 98 Section 10.02. Remedies 101 Section 10.03. Prepayment Premium and Redemption Price 101 Article 11 Guarantee 102 Section 11.01. The Guarantee 102 Section 11.02. Obligations Unconditional 102 Section 11.03. Reinstatement 104 Section 11.04. Subrogation 104 Section 11.05. Remedies 105 Section 11.06. Instrument for the Payment of Money 105 Section 11.07. Continuing Guarantee 105 Section 11.08. Rights of Contribution 105 Section 11.09. General Limitation on Guarantee Obligations 106 Article 12 Administrative Agent 106 Section 12.01. Appointment 106 Section 12.02. Rights as a Lender 107 Section 12.03. Exculpatory Provisions 107 Section 12.04. Reliance by Administrative Agent 108 Section 12.05. Delegation of Duties 108 Section 12.06. Resignation of Agent 108 Section 12.07. Non Reliance on Administrative Agent and Other Lenders 109 Section 12.08. Administrative Agent May File Proofs of Claim 109 Section 12.09. Collateral and Guaranty Matters; Appointment of Collateral Agent 110 Article 13 Miscellaneous 112 Section 13.01. No Waiver 112 Section 13.02. Notices 112 Section 13.03. Expenses, Indemnification, Etc 112 Section 13.04. Amendments, Etc 113 Section 13.05. ...
Certain Obligations Respecting Subsidiaries. The ------------------------------------------- Lender shall have the right from time to time to require the Borrower, pursuant to a written request from the Lender, (i) to cause such Subsidiaries as may be specified in such request to become parties to the Subsidiary Guaranty or to execute and deliver such other guaranties, in form and substance satisfactory to the Lender, guaranteeing payment of the Borrower's obligations hereunder and (ii) to cause such Material Subsidiaries as may be specified in such request to become parties to the Security Agreement or to execute and deliver such other security agreements, in form and substance satisfactory to the Lender, securing payment of the Borrower's obligations hereunder. Any such request shall be made by the Lender in the good faith exercise of its discretion. Within thirty days after any such request, the Borrower shall, and shall cause the appropriate Subsidiaries or Material Subsidiaries of the Borrower to (i) execute and deliver to the Lender such number of copies as the Lender may specify of documents creating such guaranties and security interests and (ii) do all other things which may be necessary or which the Lender may reasonably request in order to confer upon and confirm to the Lender the benefits of such security interests.
Certain Obligations Respecting Subsidiaries. Each Credit Party will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that the percentage of the issued and outstanding shares of capital stock of any class or character owned by it in any Subsidiary on the date hereof is not at any time decreased, other than by reason of transfers to another Credit Party.
Certain Obligations Respecting Subsidiaries. 87 (ii) 4
Certain Obligations Respecting Subsidiaries. The Guarantor will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Guarantor or any Subsidiary of the Guarantor, or pay any Indebtedness owed to the Guarantor or a Subsidiary of the Guarantor, (b) make loans or advances to the Guarantor or (c) transfer any of its properties or assets to the Guarantor, except for (x) such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Guaranty or any other Credit Document and (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Guarantor or a Subsidiary of the Guarantor and (y) issuances by Subsidiaries of preferred stock.
Certain Obligations Respecting Subsidiaries. Borrower will, and will ------------------------------------------- cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that each of its Subsidiaries is a wholly owned Subsidiary. Borrower will not permit any of its Subsidiaries to enter into, after the date of this Agreement, any indenture, agreement, instrument or other arrangement that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends or other Restricted Payments, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of any property or assets.