Canadian Borrower. The Canadian Borrower hereby irrevocably appoints Cedar Fair, LP as the borrowing agent and attorney in fact for the Canadian Borrower which appointment shall remain in full force and effect unless and until the Agents shall have received prior written notice signed by the Canadian Borrower that such appointment has been revoked. The Canadian Borrower hereby irrevocably appoints and authorizes Cedar Fair LP (i) to provide the Agents with all notices with respect to Loans and Letters of Credit obtained for the benefit of the Canadian Borrower and all other notices, consents and instructions under this Agreement, and (ii) to take such action as Cedar Fair XX xxxxx appropriate on its behalf to obtain Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. The handling of the accounts of each Borrower in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of each Borrower in the most efficient and economical manner and at their request, and no Agent or Lender shall incur liability to either Borrower or any other Person as a result thereof. Each Borrower expects to derive benefit, directly or indirectly, from the handling of the accounts in a combined fashion and represents that the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Agents and the Lenders to do so, and in consideration thereof, each Borrower hereby agrees to indemnify each Agent and Lender and hold each Agent and Lender harmless against any and all liability, expense, loss incurred or claim of damage or injury asserted against any Agent or Lender by such Borrower or any other Group Member or any other Person whosoever, arising from or incurred by reason of (a) the handling of the accounts of the Borrowers as herein provided, (b) the reliance of the Agent and the Lenders on any instructions of Cedar Fair LP or (c) any other action taken by any Agent or any Lender hereunder or under the other Loan Documents.
Canadian Borrower. Holdings and the Borrower shall ensure that the Canadian Borrower is on the Effective Date, and shall at all times thereafter be, an indirect or direct wholly owned Subsidiary of the Borrower, Holdings and the Borrower agree that the Canadian Borrower is not permitted to be sold, transferred or otherwise disposed of pursuant to Section 10.4.
Canadian Borrower. Canadian Borrower has received consideration that is the reasonable equivalent value of the obligations and liabilities that Canadian Borrower has incurred to the Administrative Agent and the Lenders. Canadian Borrower is not insolvent as defined in any applicable state, provincial, federal, municipal or relevant foreign statute, nor will Canadian Borrower be rendered insolvent by the execution and delivery of the Loan Documents to the Administrative Agent and the Lenders. Canadian Borrower is not engaged or about to engage in any business or transaction for which the assets retained by it are or will be an unreasonably small amount of capital, taking into consideration the obligations to the Administrative Agent and the Lenders incurred hereunder. Canadian Borrower does not intend to, nor does it believe that it will, incur debts beyond its ability to pay such debts as they mature.
Canadian Borrower. (a) Subject to Section 8.5(1)(b), any and all payments by the Canadian Borrower to the Agent or the Lenders on account of any obligation of the Canadian Borrower shall be made free and clear of, and without deduction or withholding for or on account of, any and all present or future Taxes and all liabilities with respect thereto imposed, levied, collected, withheld or assessed by any Governmental Authority or under the laws of any international tax authority imposed on the Agent or the Lenders, or by or on behalf of the foregoing, other than any U.S. federal withholding Taxes imposed under FATCA. In addition, the Canadian Borrower agrees to pay any present or future stamp, transfer, registration, excise, issue, documentary or other taxes, charges or similar levies which arise from any payment made under this Agreement or the Loans or in respect of the execution, delivery or registration or the compliance with this Agreement or the other Documents contemplated hereunder. The Canadian Borrower shall indemnify and hold harmless the Agent and the Lenders for the full amount of all of the foregoing Taxes or other amounts paid or payable by the Agent or the Lenders and any liability (including penalties, interest, additions to tax and reasonable out-of-pocket expenses) resulting therefrom or with respect thereto.
Canadian Borrower. Notwithstanding anything to the contrary set forth herein, in no event shall the Canadian Borrower have any obligations under this Section 13.1 other than to the extent arising directly from or related directly to the Canadian Borrower or any other Obligations of the Canadian Borrower, and in no event shall the Canadian Borrower have any obligations under this Section 13.1 arising from or related to the Domestic Borrowers or any Obligations of the Domestic Borrowers. For the avoidance of doubt, nothing in this Section 13.1 shall establish joint and several or several obligations of the Borrowers.
Canadian Borrower. Notwithstanding anything else contained in this Agreement including Section 3.04, neither Canadian Borrower will be responsible for withholding tax resulting from interest payments on the Canadian Swingline Loan made by it to a Bank that is a non-resident of Canada.
Canadian Borrower. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, so long as (a) the Canadian Borrower is a CFC, (b) Section 956 of the Code is in effect and (c) a guaranty by the Canadian Borrower of, or joint and several liability of the Canadian Borrower with respect to, all of the Obligations would result in a deemed distribution of the “earnings and profits” of the Canadian Borrower to the Parent under Section 956 of the Code, the Obligations of the Canadian Borrower under this Article 4 shall be limited to the Canadian Obligations.
Canadian Borrower. The Canadian Borrower shall have the option, on any Business Day, to convert a Base Rate Loan accruing interest at the Canadian Prime Rate into a Bankers' Acceptance, to continue a maturing Bankers' Acceptance in accordance with Section 2.5(c) or to convert a maturing Bankers' Acceptance into a Base Rate Loan; provided, however, (i) each such continuation or conversion must be requested by the Canadian Borrower pursuant to a written Notice of Continuation/Conversion, in the form of Exhibit 4.1, in compliance with the terms set forth below and (ii) the Canadian Borrower must comply with all the requirements of Section 2.5, and (iii) failure by the Canadian Borrower to properly continue a Bankers' Acceptance shall be deemed a conversion to a Base Rate Loan. Each continuation or conversion must be requested by the Canadian Borrower no later than 10:00 a.m., Toronto, Ontario time, (A) the date of a requested conversion of a Bankers' Acceptance to a Base Rate Loan or (B) three Business Days prior to the date of a requested continuation of a Bankers' Acceptance or conversion of a Base Rate Loan to a Bankers' Acceptance, in each case pursuant to a written Notice of Continuation/ Conversion submitted to the Canadian Administrative Agent which shall set forth (x) whether the Loans to be continued or converted are Canadian Revolving Loans, (y) whether the Canadian Borrower wishes to continue or convert such Loans and (z) if the request is to continue a Bankers' Acceptance or convert a Base Rate Loan to a Bankers' Acceptance, the maturity date applicable thereto. The Canadian Administrative Agent shall give each Canadian Lender notice as promptly as practicable of any such proposed extension or conversion pursuant to this section.
Canadian Borrower. Each of PRA and the Canadian Borrower represents and warrants to the Agents and the Lenders that:
Canadian Borrower. The Canadian Borrower owns 100% of the outstanding shares of the following entities: • U.S. borrower (a Delaware corporation) 0000 Xxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx 00000 • Xxxxx Xxxxx & Sons U.S., Inc. (a Delaware corporation) 00 Xxxxxxx Xxxxx Xxxx, Xxxxxxxxxx, Xxxxx Xxxxxx 00000-0000 • Xxxxx Xxxxx & Sons Holding Inc.1 (incorporated under the Canadian Business Corporations Act) 0000 Xxxxxxxx Xxxxxx, Montreal, Québec H3B 3H4
