Activities of Holding Companies Clause Samples

Activities of Holding Companies. Each of GTE Colombia Holdings LLC, a Delaware limited liability company (the “LLC”), Gran Tierra Energy Cayman Islands Inc., a corporation organized under the laws of the Cayman Islands (“Cayman One”), Gran Tierra Energy Cayman Islands II Inc., a corporation organized under the laws of the Cayman Islands (“Cayman Two”), Gran Tierra Energy Canada ULC, an unlimited liability company organized under the laws of the Province of Alberta, Canada (the “ULC”), and any entity directly owning or holding Capital Stock in the GP or the Partnership shall not (a) conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any material business or operations other than (i) holding (A) with respect to the LLC only, the Capital Stock of the GP or the Partnership and their respective Subsidiaries, (B) with respect to Cayman One only, the Capital Stock of the LLC and Cayman Two, and (C) with respect to Cayman Two only, the Capital Stock of the ULC, (ii) performing its obligations and activities under its organizational documents, (iii) with respect to Cayman Two only, acting as general manager of the LLC and as manager of the series of limited liability interests in the LLC established pursuant to Section 18-215 of the Delaware Limited Liability Act, 6 Del. C. § 18-101, et seq., as amended from time to time, (iv) issuing its own Capital Stock subject to the terms hereof, (v) preparing reports to its equity holders, (vi) holding board of directors and equity holders meetings, preparing partnership, corporate or limited liability company records and other partnership, corporate or limited liability company activities required to maintain its separate partnership, corporate or limited liability company structure or to comply with applicable requirements of law or the terms of its organizational documents, and (vii) activities and assets incidental to the foregoing clauses (i) through (vi); (b) incur, create, assume or suffer to exist any Indebtedness or other liabilities or financial obligations; (c) incur, create, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, other than pursuant to the Loan Documents; (d) own, lease, manage or otherwise operate any material properties or assets; or (e) directly own assets constituting an operating business; provided that the foregoing shall not prevent (x) the LLC, Cayman One, Cayman Two or the ULC from complying with any obligation under that certain ...