Pubco Guarantor definition
Examples of Pubco Guarantor in a sentence
No Borrower shall enter into any agreements with any Person which would cause such Borrower to bear more than the amount of taxes to which it would have been subject had it separately filed (or filed as part of a consolidated return among Pubco Guarantor and its Subsidiaries).
For the avoidance of doubt, the Loan Parties have given all notices and obtained all consents required under the Organization Documents of Pubco Guarantor in connection with this Agreement and the transactions contemplated hereby.
No Borrower shall file or consent to or permit the filing of any consolidated income tax return on behalf of it with any Person (other than a consolidated return of Pubco Guarantor and its Subsidiaries).
No material adverse change shall have occurred in the business, condition (financial or otherwise), prospects, assets, operations, liabilities (contingent or otherwise) or properties of Pubco Guarantor, Parent Guarantor, or the Borrowers and their respective Subsidiaries, taken as a whole since December 31, 2021.
No material adverse change shall have occurred in the business, condition (financial or otherwise), prospects, assets, operations, liabilities (contingent or otherwise) or properties of Pubco Guarantor, Parent Guarantor, or the Borrowers and their respective Subsidiaries, taken as a whole since December 31, 2020.
The proceeds of the Term Loans shall be used by the Borrowers solely to refinance existing indebtedness currently held by Bank of America N.A., provide new funds to assist Pubco Guarantor with the purchase of Parent Guarantor from Wayzata Investment Partners, and to provide cash to the balance sheet for general corporate purposes.
No Person other than (i) those holding publicly traded shares in Pubco Guarantor or other securities of Pubco Guarantor, (ii) the Borrower Parties’ directors, managers and executive officers and (iii) those Persons shown on Schedule VI has, directly or indirectly, any ownership interest in Borrower or Guarantor or right of Control over Borrower or Guarantor.
The occurrence of any event or occurrence resulting in W▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ceasing to be the Chief Executive Officer or to hold another key management position with the Borrowers, the Parent Guarantor, and Pubco Guarantor unless replacements therefor with demonstrable commensurate management experience with companies doing business in LDRV’s industry are employed promptly (but not later than one hundred eighty (180) days) after such event or occurrence.
Pursuant to Section 5.09.3 of the Credit Agreement, the Borrower Representative shall submit to the Administrative Agent certain financial statements of Pubco Guarantor and its Subsidiaries as of the end of each Fiscal Year and with respect thereto, accompanied by an audit opinion thereon which shall not be subject to any “going concern” or like qualification or exception (a “Going Concern Qualification”).
The Interim CFO’s scope of work and duties shall be consistent with that certain Engagement Agreement dated August 21, 2024 between CR3 Partners and Pubco Guarantor (as amended by that certain First Amendment to Engagement Agreement dated September 16, 2024, the “CR3 Engagement Agreement”) and the Loan Parties shall not amend or otherwise modify the CR3 Engagement Agreement without the Administrative Agent’s prior written consent.