Common use of Designation and Conversion of Restricted and Unrestricted Subsidiaries Clause in Contracts

Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated after the Closing Date in writing to the Administrative Agent pursuant to this Section, any Person that becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary.

Appears in 22 contracts

Samples: Third Amendment and Restatement Agreement (Targa Resources Partners LP), Credit Agreement (Targa Resources Partners LP), Credit Agreement (Tesoro Corp /New/)

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Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated after the Closing Date in writing to the Administrative Agent pursuant to this Section, any Person that becomes a Subsidiary of the US Borrower or any of its the Restricted Subsidiaries shall be classified as a Restricted Subsidiary.

Appears in 6 contracts

Samples: Credit Agreement (USD Partners LP), Credit Agreement (USD Partners LP), Security Agreement (USD Partners LP)

Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated after the Closing Date in writing to the Administrative Agent pursuant to this Sectionby the Borrower in accordance with clause (b) below, any Person that becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries after the date hereof (whether by formation, acquisition or merger) shall be classified as a Restricted Subsidiary. On the date hereof, all Subsidiaries of the Borrower are Restricted Subsidiaries.

Appears in 4 contracts

Samples: Credit Agreement (Northern Oil & Gas, Inc.), Credit Agreement (Northern Oil & Gas, Inc.), Credit Agreement (Northern Oil & Gas, Inc.)

Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated after the Closing Date in writing to the Administrative Agent pursuant to this Section, any Any Person that becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries Subsidiary shall be classified as a Restricted Subsidiary unless such Person (i) is designated as an Unrestricted Subsidiary on Schedule 7.14, as of the date hereof, (ii) is designated as an Unrestricted Subsidiary after the date hereof in compliance with Section 9.15(b), or (iii) is a subsidiary of an Unrestricted Subsidiary.

Appears in 4 contracts

Samples: Credit Agreement, Credit Agreement (Ultra Petroleum Corp), Senior Secured Term Loan Agreement (Ultra Petroleum Corp)

Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated after the Closing Date in writing to the Administrative Agent pursuant to this Sectionby the Borrower and approved by the Administrative Agent and the Majority Lenders in accordance with clause (b) below, any Person that becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries (whether by formation, acquisition or merger) shall be classified as a Restricted Subsidiary.

Appears in 3 contracts

Samples: Credit Agreement (Comstock Resources Inc), Credit Agreement (AMERICAN EAGLE ENERGY Corp), Credit Agreement (Comstock Oil & Gas, LP)

Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated after the Closing Date in writing to the Administrative Agent pursuant to this Sectionby the Borrower in accordance with clause (b) below, any Person that becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries after the date hereof (whether by formation, acquisition or merger) shall be classified as a Restricted Subsidiary. On the date hereof, except as set forth on Schedule 7.14, all Subsidiaries of the Borrower are Restricted Subsidiaries.

Appears in 3 contracts

Samples: Credit Agreement (Earthstone Energy Inc), Credit Agreement (Earthstone Energy Inc), Credit Agreement (Parsley Energy, Inc.)

Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated after as an Unrestricted Subsidiary on Schedule 6.8 as of the Closing Date date of this Agreement or thereafter in writing to the Administrative Agent pursuant to this SectionAgent, any Person that becomes a Subsidiary of the Borrower Borrower, the Guarantor or any of its their Restricted Subsidiaries shall be classified as a Restricted Subsidiary.

Appears in 3 contracts

Samples: Term Loan Agreement (Noble Energy Inc), Noble Energy Inc, Noble Energy Inc

Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated after the Closing Date in writing to the Administrative Agent pursuant to this SectionSection 5.15, any Person that becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries after the Closing Date shall be classified as a Restricted Subsidiary.

Appears in 3 contracts

Samples: Guaranty and Security Agreement, Guaranty and Security Agreement (Landmark Infrastructure Partners LP), Credit Agreement (Landmark Infrastructure Partners LP)

Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated after as an Unrestricted Subsidiary on Schedule 3.14 as of the Closing Date date of this Agreement or thereafter in writing to the Administrative Agent pursuant to this SectionAgent, any Person that becomes a Subsidiary of the Borrower or Parent or any of its their Restricted Subsidiaries shall be classified as a Restricted Subsidiary.

Appears in 3 contracts

Samples: Credit Agreement (Lone Pine Resources Inc.), Credit Agreement (Lone Pine Resources Inc.), Credit Agreement (Forest Oil Corp)

Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated as an Unrestricted Subsidiary after the Closing Date date of this Agreement in writing to the Administrative Agent pursuant to this SectionAgent, any Person that becomes a Subsidiary of the Borrower or Pacific Energy Partners or any of its their Restricted Subsidiaries shall be classified as a Restricted Subsidiary.

Appears in 2 contracts

Samples: Credit Agreement (Pacific Energy Partners Lp), Credit Agreement (Pacific Energy Partners Lp)

Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated after the Closing Date as an Unrestricted Subsidiary in writing to the Administrative Agent pursuant to this Sectioncompliance with Section 9.18(b), any Person that becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary.

Appears in 2 contracts

Samples: Credit Agreement (Laredo Petroleum, Inc.), Credit Agreement (Laredo Petroleum, Inc.)

Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated after the Closing Effective Date in writing to the Administrative Agent pursuant to this Section, any Person that becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries after the Effective Date shall be classified as a Restricted Subsidiary.

Appears in 2 contracts

Samples: Credit Agreement (Regency Energy Partners LP), Credit Agreement (Regency Energy Partners LP)

Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated after the Closing Date in writing to the Administrative Agent pursuant to this SectionAssuming compliance with Section 9.19(b), any Person that becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary.

Appears in 2 contracts

Samples: Credit Agreement (SM Energy Co), Credit Agreement (SM Energy Co)

Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated after the Closing Date in writing to the Administrative Agent pursuant to this SectionSection or as otherwise defined as an Unrestricted Subsidiary pursuant to clause (b) or (c) of the definition thereof, any Person that becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary.

Appears in 2 contracts

Samples: Credit Agreement (Targa Resources Corp.), Credit Agreement (Targa Resources Corp.)

Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated after the Closing Date in writing to the Administrative Agent pursuant to this Sectionby the Borrower in accordance with Section 1.07(b), any Person that becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries after the Effective Date (whether by formation, acquisition, merger or otherwise) shall be classified as a Restricted Subsidiary. On the date hereof, there are no Subsidiaries.

Appears in 2 contracts

Samples: Credit Agreement (Sitio Royalties Corp.), Credit Agreement (Desert Peak Minerals Inc.)

Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated after as an Unrestricted Subsidiary on Schedule 6.8 as of the Closing Date date of this Agreement or thereafter in writing to the Administrative Agent pursuant to this SectionAgent, any Person that becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary.

Appears in 2 contracts

Samples: 364 Day Credit Agreement (Noble Energy Inc), 364 Day Credit Agreement (Noble Energy Inc)

Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated after the Closing Date in writing to the Administrative Agent pursuant to this Section, any Person that becomes a Subsidiary of the MLP, the Borrower or any of its Restricted Subsidiaries Subsidiary after the Restatement Effective Date shall be classified as a Restricted Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Martin Midstream Partners L.P.)

Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated after the Closing Date in writing to the Administrative Agent pursuant to this Section, any Any Person that becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries Subsidiary shall be classified as a Restricted Subsidiary.Subsidiary unless such Person is hereafter designated as an Unrestricted Subsidiary in compliance with Section 7.19

Appears in 1 contract

Samples: Credit Agreement (Alta Mesa Resources, Inc. /DE)

Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated after the Closing Date in writing to the Administrative Agent pursuant to this Section, any Person that becomes a Subsidiary of the MLP, the Borrower or any of its Restricted Subsidiaries Subsidiary after the Closing Date shall be classified as a Restricted Subsidiary.

Appears in 1 contract

Samples: Security Agreement (Martin Midstream Partners Lp)

Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated after as an Unrestricted Subsidiary on Item 6.8 of the Closing Date Disclosure Schedule as of the date of this Agreement or thereafter in writing to the Administrative Agent pursuant to this SectionAgent, any Person that becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Pogo Producing Co)

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Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated as an Unrestricted Subsidiary after the Closing Date in writing to the Administrative Agent pursuant to this Section, any Person that becomes a Subsidiary of the Borrower Borrowers or any of its the Restricted Subsidiaries shall be classified as a Restricted Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Empire Petroleum Partners, LP)

Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated after the Closing Date in writing to the Administrative Agent pursuant to this Sectionby the Borrower and approved by the Administrative Agent and the Majority Lenders in accordance with clause (b) below, any Person that becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries (whether by formation, acquisition or merger) shall be classified as a Restricted Subsidiary; provided, however, that CAM shall be classified and designated as an Unrestricted Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Comstock Resources Inc)

Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated after as an Unrestricted Subsidiary on Schedule 3.12 as of the Closing Date date of this Agreement or thereafter in writing to the Global Administrative Agent pursuant to this SectionAgent, any Person that becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Forest Oil Corp)

Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated after the Closing Date in writing to the Administrative Agent pursuant to this Sectionby the Borrower in accordance with Section 1.07(b), any Person that becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries after the Effective Date (whether by formation, acquisition, merger or otherwise) shall be classified as a Restricted Subsidiary. On the Effective Date, there are no Unrestricted Subsidiaries.

Appears in 1 contract

Samples: Day Bridge Term Loan Agreement (Sitio Royalties Corp.)

Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated after the Closing Date in writing to the Administrative Agent pursuant to this Section, any Any Person that becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries Subsidiary shall be classified as a Restricted SubsidiarySubsidiary unless such Person is hereafter designated as an Unrestricted Subsidiary in compliance with Section 5.15(b).

Appears in 1 contract

Samples: Credit Agreement (Unit Corp)

Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated after the Closing Date in writing to the Administrative Agent pursuant to this SectionAssuming compliance with Section 9.23(b), any Person that becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary.. 156

Appears in 1 contract

Samples: Credit Agreement (Vital Energy, Inc.)

Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated after the Closing Date in writing to the Administrative Agent pursuant to this Sectionby the Borrower, any Person that becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries (whether by formation, acquisition or merger) shall be classified as a Restricted Subsidiary. Initially, Xxxxxxxx Escrow Corporation shall be classified and designated as an Unrestricted Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Comstock Oil & Gas Investments, LLC)

Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated after the Closing Date in writing to the Administrative Agent pursuant to this Section, any Person that becomes a Subsidiary of the either Borrower or any of its their Restricted Subsidiaries shall be classified as a Restricted Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (CrossAmerica Partners LP)

Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated after the Closing Date in writing to the Administrative Agent pursuant to this Sectionby the Borrower, any Person that becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries (whether by formation, acquisition or merger) shall be classified as a Restricted Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Comstock Resources Inc)

Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated after the Closing Date in writing to the Administrative Agent pursuant to this SectionAssuming compliance with Section 9.21(b), any Person that becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (SM Energy Co)

Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated after the Closing Date in writing to the Administrative Agent pursuant to this Section, any Any Person that becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries Subsidiary shall be classified as a Restricted SubsidiarySubsidiary unless such Person is hereafter designated as an Unrestricted Subsidiary in compliance with Section 7.19(b).

Appears in 1 contract

Samples: Credit Agreement (Silver Run Acquisition Corp II)

Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated after the Closing Date in writing to the Administrative Agent pursuant to this SectionAssuming compliance with Section 9.23(b), any Person that becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Comstock Resources Inc)

Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated after as an Unrestricted Subsidiary on Schedule 3.12 as of the Closing Date date of this Agreement or thereafter in writing to the Administrative Agent pursuant to this SectionAgent, any Person that becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Forest Oil Corp)

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