Subsidiary Note Party definition
Examples of Subsidiary Note Party in a sentence
Each California Subsidiary Note Party is a limited liability company or limited partnership, as applicable, duly organized, validly existing, and in good standing under the laws of the State of California and has all requisite limited liability company or limited partnership power, as applicable, and all governmental licenses, authorizations, consents and approvals necessary to execute, deliver, and perform such California Subsidiary Note Party’s obligations under the Note Documents to which it is a party.
Neither the Issuer nor any Subsidiary Note Party shall terminate or modify a Government Receivables Account Agreement without the approval of the Required Purchasers, which approval (or non-approval, as the case may be) shall be communicated to the Issuer by the Purchasers within five (5) Business Days of any such request for approval and which approval shall not be unreasonably withheld, conditioned or delayed.
Schedule 4.14 sets forth the name of, the ownership interest of the applicable Note Party in, the jurisdiction of incorporation or organization of, and the type of each Subsidiary of Holdings and the other Note Parties and identifies each Subsidiary that is a Subsidiary Note Party, in each case as of the Closing Date.
Each New Subsidiary Note Party, as a Subsidiary Guarantor, hereby agrees, jointly and severally with all existing Guarantors, to unconditionally guarantee the Issuers’ obligations under the Securities on the terms and subject to the conditions set forth in Article X of the Indenture and to be bound by all other applicable provisions of the Indenture and the Securities and to perform all of the obligations and agreements of a Guarantor under the Indenture.
Schedule 4.14 sets forth the name of, the ownership interest of the applicable Note Party in, the jurisdiction of incorporation or organization of, and the organizational type of each Subsidiary of the Issuer and the other Note Parties and identifies each Subsidiary that is a Subsidiary Note Party, in each case as of the Closing Date.
Payments of principal and other payments due under this Note shall not be subordinated to any obligations of the Company or any Subsidiary Note Party and shall rank senior to all other Indebtedness (other than payments of trade accounts payable of the Company and the Subsidiary Note Parties).
Neither the Company nor any Subsidiary Note Party has received a notice (written or otherwise, and including cease and desist letters or invitations to take a patent license) that any Intellectual Property Rights used by the Company or any Subsidiary Note Party misappropriate, violate or infringe (“Infringe”) upon the rights of any Person, and the conduct of their businesses does not Infringe the rights of any Person in any material respect.
We have also assumed that the Transaction Agreements to which the Company, any Subsidiary Note Party, ADM or Christie/AIX is a party are binding and enforceable obligations of the other parties thereto and that such other parties have obtained all consents, authorizations, permits and governmental approvals required for the consummation and performance of the Transaction Agreements.
Additionally, the Purchasers and all other Secured Parties, hereby irrevocably agree that each Subsidiary Note Party shall be released from the Guarantees upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary.
A Subsidiary Note Party shall also be released from its obligations under this Agreement at the time or times and in the manner set forth in Section 7.15 of the Note Purchase Agreement.