Borrowing Subsidiary. (i) The undersigned, _________________ (the "Subsidiary") a ______________ corporation and a Subsidiary of BREED, proposes to become a "Borrowing Subsidiary" under the Credit Agreement, and accordingly hereby agrees that from the date hereof until the payment in full of the principal of and interest on all Loans made to it or on its behalf under the Credit Agreement and performance of all of its other obligations thereunder, and termination of its status as a "Borrowing Subsidiary" as provided below, it shall perform, comply with and be bound by each of the provisions of the Credit Agreement which are stated to apply to a "Borrowing Subsidiary" or a "Borrower". In addition, the Subsidiary hereby represents and warrants that: (i) each of the representations and warranties set forth in Article VIII of the Credit Agreement is true and correct with respect to the Subsidiary as of the date hereof and (ii) it has heretofore received a true and correct copy of the Credit Agreement (including any amendments thereto, modifications thereof or waivers thereunder) as in effect on the date hereof.
Borrowing Subsidiary. The Company may designate any Wholly-owned Subsidiary as a Borrowing Subsidiary. Upon the acceptance by the Administrative Agent of a Borrowing Subsidiary Counterpart of this Agreement in the form of Exhibit 2.21 (a "Borrowing Subsidiary Counterpart") executed by a Wholly-owned Subsidiary and the Company, such Wholly-owned Subsidiary shall be a Borrowing Subsidiary and a party to this Agreement.
Borrowing Subsidiary. Each of Holdings, Genrad Europe and Genrad Ltd. Business Day. Any day on which banking institutions in Boston, Massachusetts, are open for the transaction of banking business and, in addition, (a) if Eurocurrency Rate Loans are involved, a day on which dealings in Dollars and the relevant Optional Currency and exchange can be carried on in the relevant Eurocurrency Interbank Market and Dollar settlements of such dealings may be effected, in New York, New York, and (b) if any Optional Currency is involved, a day on which dealings in Dollars and the relevant Optional Currency and exchange can be carried on in the principal financial center of the country in which such currency is legal tender. Capital Assets. Fixed assets, both tangible (such as land, buildings, fixtures, machinery and equipment) and intangible (such as patents, copyrights, trademarks, franchises and good will); provided that Capital Assets shall not include any item customarily charged directly to expense or depreciated over a useful life of twelve (12) months or less in accordance with generally accepted accounting principles. Capital Expenditures. Amounts paid or indebtedness incurred by the Company or any of its Subsidiaries in connection with the purchase or lease by the Company or any of its Subsidiaries of Capital Assets that would be required to be capitalized and shown on the balance sheet of such Person in accordance with generally accepted accounting principles. Capitalized Leases. Leases under which the Company or any of its Subsidiaries is the lessee or obligor, the discounted future rental payment obligations under which are required to be capitalized on the balance sheet of the lessee or obligor in accordance with generally accepted accounting principles.
Borrowing Subsidiary. Upon the receipt and execution by the Administrative Agent of a Borrowing Subsidiary Agreement in the form of Exhibit H-1 (a “Borrowing Subsidiary Agreement”) executed by such Subsidiary and the Company, such Subsidiary shall be a Borrowing Subsidiary and a party to this Agreement. (b) The obligation of each Revolving Credit Lender to make its first Loan to any Borrowing Subsidiary or of the L/C Issuer to issue the first Letter of Credit for the account of such Borrowing Subsidiary (whichever first occurs) is subject to the satisfaction of the condition that the Administrative Agent shall have received the following: (i) all documents as shall reasonably demonstrate the existence of such Borrowing Subsidiary, the corporate power and authority of such Borrowing Subsidiary to enter into, and the validity with respect to such Borrowing Subsidiary of, this Agreement and the other Loan Documents to which it is a party and any other matters relevant hereto (including an opinion of counsel if required by Section 4.03), all in form and substance satisfactory to the Administrative Agent; and
Borrowing Subsidiary. Except to the extent compliance in any case or cases is waived in writing by the Bank, the Borrowing Subsidiary shall observe and perform, and shall cause its subsidiaries to observe and perform, all covenants and agreements which the Company is required by this Agreement to cause the Borrowing Subsidiary and its subsidiaries to observe and perform.
Borrowing Subsidiary. It qualifies as a Borrowing Subsidiary under the Agreement.
Borrowing Subsidiary. Line 1: Funded Debt of the Borrowing Subsidiary (calculated in accordance with Section 6.13): $ Line 2: Consolidated Total Capitalization of the Borrowing Subsidiary (calculated in accordance with Section 6.13): $ Borrowing Subsidiary’s Leverage Ratio (Ratio of Line 1 to Line 2): to 1.00 EXHIBIT C [FORM OF] ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, amended and restated, supplemented, extended and/or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of the Assignor’s outstanding rights and obligations under the facility identified below (including, without limitation, any Letters of Credit included in such facility) and (ii) to the extent permitted to be assigned under applicable law, all claims (including, without limitation, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above), suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way ba...
Borrowing Subsidiary. A Subsidiary that executes and delivers to the Bank a Letter Agreement.
Borrowing Subsidiary. A Wholly-Owned Subsidiary of the Parent which shall have delivered to the Agent an election to become a Borrowing Subsidiary, in substantially the form of EXHIBIT L hereto (the "Election Request"), duly executed by such Wholly-Owned Subsidiary and the Parent and acknowledged by the Agent; PROVIDED, HOWEVER that at any time at which a Borrowing Subsidiary owes no amounts hereunder, such Borrowing Subsidiary may, by written notice to the Agent (receipt of which is acknowledged by the Agent), rescind its election to become a Borrowing Subsidiary; and PROVIDED, FURTHER, in the event that any Wholly-Owned Subsidiary of the Parent elects to become a Borrowing Subsidiary, and such Subsidiary when it is a Borrower will be a Foreign Borrower that is not organized under the laws of the Netherlands, such Subsidiary shall only be permitted to become a Borrowing Subsidiary with the consent of all of the Banks.
Borrowing Subsidiary. The Company and the New Borrowing Subsidiary represent and warrant that (a) the New Borrowing Subsidiary is a wholly owned Subsidiary of the Company, (b) the New Borrowing Subsidiary is organized in [jurisdiction] as a [organizational form], and (c) the representations and warranties applicable to the New Borrowing Subsidiary as a Borrower (including, after giving effect to this Agreement, the New Borrowing Subsidiary) set forth in the Loan Documents are true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case on and as of the date of the date hereof, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty are so true and correct on and as of such prior date. The New Borrowing Subsidiary expressly acknowledges the appointment of the Company as its agent as set forth in Sections 2.22(c) and 10.09(e) of the Credit Agreement. The New Borrowing Subsidiary also expressly acknowledges the provisions 1 Bracketed language to be excluded if New Borrowing Subsidiary is an Approved Netherlands Borrower or a Domestic Borrowing Subsidiary.
