Statutory Divisions. Notwithstanding anything herein or any other Loan Document to the contrary, no Credit Party that is a limited liability company may statutorily divide itself into two or more limited liability companies (pursuant to a statutory "plan of division" as contemplated under Section 18-217 of the Delaware Limited Liability Company Act or otherwise) without the prior written consent of Agent, and in the event that any Credit Party that is a limited liability company statutorily divides itself into two or more limited liability companies (with or without the prior consent of the Agent as required above), any limited liability companies formed as a result of such statutory division shall be required to comply with the obligations set forth in Section 8.15 (without giving effect to any grace periods for the completion of such actions) and the other further assurances obligations set forth in this Agreement and become a Borrower or Guarantor (as reasonably required by Agent in consultation with Borrower Representative) under this Agreement. β
Appears in 1 contract
Sources: Credit and Security Agreement (Greenbrook TMS Inc.)
Statutory Divisions. Notwithstanding anything herein or any other Loan Document to the contrary, no Credit Party that is a limited liability company may statutorily divide itself into two or more limited liability companies (pursuant to a statutory "plan of division" as contemplated under Section 18-217 of the Delaware Limited Liability Company Act or otherwise) without the prior written consent of Agent, and in the event that any Credit Party that is a limited liability company statutorily divides itself into two or more limited liability companies (with or without the prior consent of the Agent as required above), any limited liability companies formed as a result of such statutory division shall be required to comply with the obligations set forth in Section 8.15 (without giving effect to any grace periods for the completion of such actions) and the other further assurances obligations set forth in this Agreement and become a Borrower or Guarantor (as reasonably required by Agent in consultation with Borrower Representative) under this Agreement. β.
Appears in 1 contract
Sources: Credit and Security Agreement (Greenbrook TMS Inc.)