Parent Covenants Clause Samples
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Parent Covenants. Notwithstanding anything to the contrary contained in any Loan Document, at any time that the Parent is not a Guarantor the Parent shall not directly or indirectly enter into or conduct any business other than in connection with the ownership, acquisition and disposition of interests in the Borrower and, if applicable, direct interests in the Borrower, and the management of the business of the Borrower, and such activities as are incidental thereto, all of which shall be solely in furtherance of the business of the Borrower. The Parent shall not own any assets other than (i) interests, rights, options, warrants or convertible or exchangeable securities of the Borrower, (ii) assets that have been distributed to the Parent by its Subsidiaries in accordance with Section 7.06 that are held for ten (10) Business Days or less pending further distribution to equity holders of the Parent, (iii) assets received by the Parent from third parties (including the Net Cash Proceeds from any issuance and sale by the Parent of any its Equity Interests), that are held for ten (10) Business Days or less pending contribution of same to the Borrower, (iv) such bank accounts or similar instruments as it deems necessary to carry out its responsibilities under the Organization Documents of the Borrower and (v) other tangible and intangible assets that, taken as a whole, are de minimis in relation to the net assets of the Borrower and its Subsidiaries, but which shall in no event include any Equity Interests other than those permitted in clauses (i) and (iii) of this sentence. Nothing in this Section 7.14 shall prevent the Parent from (i) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (ii) the performance of its obligations with respect to the Loan Documents, (iii) any public offering of its common stock or any other issuance or sale of its Equity Interests, (iv) the payment of dividends, (v) making contributions to the capital of the Borrower, (vi) participating in tax, accounting and other administrative matters as a member of the consolidated group of the Parent and the Borrower, (vii) providing indemnification to officers, managers and directors, (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended, the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each ca...
Parent Covenants. Except as otherwise provided below, during the time period from the Agreement Date until the earlier to occur of (a) the Effective Time or (b) the termination of this Agreement in accordance with the provisions of Article 9, Parent covenants and agrees with the Company as follows:
Parent Covenants. (a) The Parent will not engage in any business or activity other than the ownership of outstanding shares of capital stock of Holdings and West Holdings, the issuance and sale of its common stock, Non-Cash Pay Preferred Stock, Parent Non-Cash Pay Debt, any Put Financing Indebtedness and, to the extent permitted hereby, Qualifying Parent Indebtedness, the ownership of Shared Services Assets and Operations, the provision of Shared Services and, in each case, activities incidental thereto. The Parent will not own or acquire any assets (other than shares of capital stock of Holdings and West Holdings, assets constituting Shared Services Assets and Operations, cash and Permitted Investments) or incur any liabilities (other than Parent Non-Cash Pay Debt, any Put Financing Indebtedness and, to the extent permitted hereby, Qualifying Parent Indebtedness, ordinary course trade payables, employee compensation liabilities (including, without limitation, loans and advances to employees in the ordinary course of business) and other liabilities incurred in the ordinary course in connection with the provision of Shared Services by the Parent or any subsidiary of the Parent, liabilities under the Loan Documents, liabilities under the West Credit Facilities substantially equivalent to those under Section 6.21(b), liabilities imposed by law, including tax liabilities, and other liabilities incidental to the maintenance of its existence and permitted activities). The Parent will not create, incur, assume or permit to exist any Lien on any property or assets now owned or hereafter acquired by it other than Permitted Encumbrances. The Parent shall not in any event incur or permit to exist any Indebtedness for borrowed money other than (i) Parent Non-Cash Pay Debt, (ii) any Put Financing Indebtedness and (iii) Qualifying Parent Indebtedness; provided, however, that in the case of Qualifying Parent Indebtedness, other than Initial Base QPI, the QPI Issuance Conditions are satisfied at the time of any such issuance of Qualifying Parent Indebtedness; provided, further, however, that notwithstanding any other provision of this Agreement or any other Loan Document, it is expressly understood and agreed that the Parent shall not be personally liable under the Parent Pledge Agreement and the Agent on behalf of itself and each Secured Party agrees to look solely to the Pledged Collateral (as defined in the Parent Pledge Agreement) for satisfaction of the Parent's obligations under the ...
Parent Covenants. The Parent will:
(a) own, directly or indirectly, all of the general partner interests in the Lead Borrower and, once acquired, will not sell or transfer any of its limited partner interests in the Lead Borrower (provided other limited partners may sell or transfer their respective limited partner interests, subject to compliance with Section 9.14 below);
(b) maintain management and control of Borrower;
(c) conduct substantially all of its operations through Lead Borrower or one or more of Lead Borrower’s Subsidiaries;
(d) comply with all Legal Requirements to maintain, and, after its initial election, will at all times elect, qualify as and maintain, its status as a real estate investment trust under Section 856(c)(i) of the Code; and
(e) promptly contribute to the Lead Borrower the net proceeds of any stock sales or debt offerings.
Parent Covenants. The Parent will:
(a) maintain at least one class of common shares of the Parent having trading privileges on the New York Stock Exchange;
(b) own, directly or indirectly, all of the general partner interests in EDR and at least fifty-one percent (51%) of (i) the shares of beneficial interest of EDR, and (ii) each class of security issued by EDR with the power to select the general partner of EDR;
(c) maintain management and control of EDR;
(d) conduct substantially all of its operations through EDR and one or more of EDR’s Subsidiaries;
(e) comply with all Legal Requirements to maintain, and will at all times elect, qualify as and maintain, its status as a real estate investment trust under Section 856(c)(i) of the Code; and
(f) promptly contribute to EDR the net proceeds of any stock sales or debt offerings.
Parent Covenants. While the Preferred Shares are outstanding, the Parent covenants: (1) to use its best efforts to list its common stock on a national securities exchange promptly following achieving listing eligibility criteria; (2) to file on a timely basis all reports, notices, audits and other documents required to maintain its compliance with the Securities Exchange Act of 1934; (3) to notice, convene and conduct its annual meeting of shareholders not later than June 15 of each year; (4) prior to the initial issuance of the Units, to appoint three directors to the Company’s Board of Directors, one of whom will be designated to represent the interests of the holders of the Preferred Shares (the “PS Director”). The PS Director will have the same rights and duties as each of the other directors of the Company, and the Board of Directors shall act by majority vote; (5) coincident with its annual meeting each year, to conduct an election among holders of the Preferred Shares for the purpose of electing the PS Director, as provided below in Section 2.10 below; (6) to cause its independent public accounting firm to audit and issue its opinion with respect to the adequacy of the Company’s financial reports; (7) to file a registration statement on or before February28, 2013 with the SEC for the resale of the following securities: (a) for the Common Stock issuable on conversion of the Preferred underlying the Conversion Shares; and (b) for the Common Stock issuable upon exercise of the Warrants; and (8) To certify at least annually that, to the Parent’s actual knowledge, neither the Parent nor the Company is in breach of a Major Covenant, Additional Covenant, or a Parent Covenant. These covenants shall be collectively referred to as “Parent Covenants”.
Parent Covenants. The Parent will:
(a) own, directly or indirectly, free and clear of any Liens, all of the general partner interests in the OP and, once acquired, will not sell or transfer any limited partner interests in the OP (provided other limited partners may sell or transfer their respective limited partner interests in the OP, subject to compliance with Section 9.14 below);
(b) cause the OP to own, directly or indirectly, free and clear of any Liens, all of the ownership interests in each Subsidiary Guarantor;
(c) maintain management and Control of the OP and each Subsidiary Guarantor;
(d) conduct substantially all of its operations through the OP and one or more of the OP’s Subsidiaries;
(e) subject to clause (e)(i) below, not permit the Preferred Units or the Series A Preferred Shares (each as defined in the Starwood Documents) to be transferred, and the OP and the Parent will not consent to any transfer of the Preferred Units or the Series A Preferred Shares, as the case may be, to any entity without the prior written consent of the Lenders in their sole discretion; any such consent shall be conditioned upon, without limitation, the Lenders obtaining all required “know your customer” and other information regarding such transferee as the Lenders may reasonably request;
(i) Notwithstanding any other provision hereof or any other loan documents, a Starwood Entity may (A) transfer the direct or indirect ownership interests in the Preferred Units or the Series A Preferred Shares to another Starwood Entity or (B) make a pledge (a “Pledge”) of the Preferred Units or the Series A Preferred Shares to any entity which has extended a credit facility to a Starwood Entity provided that such entity (a “Pledgee”) is an Eligible Assignee. Starwood Entity shall deliver written notice to Lenders that the Pledge has been effected, which notice shall be delivered within five (5) Business Days after the Pledge has been effected and shall include the name, address, and facsimile number for the Pledgee. Notwithstanding anything to the contrary contained in this Credit Agreement, no Person may take title to the Preferred Units or Series A Preferred Shares without Lenders’ approval in their sole discretion unless such Person is an Eligible Assignee. Subject to the foregoing requirements with respect to the taking of title to the Preferred Units or Series A Preferred Shares, Pledgee shall be permitted to fully exercise its rights and remedies against Starwood Entity, and realize on any ...
Parent Covenants. The Parent will:
(a) own, directly or indirectly, all of the general partner interests in the Borrower and, once acquired, will not sell or transfer any of its limited partner interests in the Borrower (provided other limited partners may sell or transfer their respective limited partner interests, subject to compliance with Section 9.14 below);
(b) maintain management and control of each Property Party;
(c) conduct substantially all of its operations through Borrower or one or more of Borrower’s Subsidiaries;
(d) comply with all Legal Requirements to maintain, and will at all times elect, qualify as and maintain, its status as a real estate investment trust under Section 856(c)(i) of the Code; and
(e) promptly contribute to the Borrower the net proceeds of any stock sales or debt offerings.
Parent Covenants. The Parent agrees to make a notation on its records and give instructions to its transfer agent(s) not to permit, prior to the Expiration Time, the transfer of any Shares or New Shares, except as permitted pursuant to Section 1(a).
Parent Covenants. The Parent shall not trade, carry on any business, own any material assets or incur any material liabilities except for:
(a) the carrying on business of and the provision of administrative services to members of the Bank Group of a type customarily provided by, a holding company to its Subsidiaries;
(b) the ownership of shares in the Company, intergroup debit balances, intergroup credit balances and other credit balances in bank accounts and cash, provided that any shares held by the Parent in the Company, or any intergroup credit balances owed to a the Parent by, an Obligor shall be:
(i) subject to Security;
(ii) to the extent applicable, subject to the provisions of the HYD Intercreditor Agreement or the Group Intercreditor Agreement;
(c) any rights and liabilities arising under the Finance Documents, the Existing High Yield Notes, the Bridge Finance Documents, the New High Yield Notes, the Additional High Yield Notes or any High Yield Refinancing.
(d) having rights and liabilities under any hedging arrangements which are entered into by it pursuant to Clause 24.9 (Hedging) of this Agreement;
(e) incurring liabilities for or in connection with Taxes or arising by operation of law; and
(f) in respect of any service contracts for any directors or employees.