BMCA definition
Examples of BMCA in a sentence
Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which BMCA or such Subsidiary operates.
Promptly upon the occurrence of a material event in connection with (i) any tax proceeding involving, or any Federal income tax liability, contingent or actual, of BMCA, any Loan Party, or any other member of the G-I Holdings Tax Group, in connection with or arising out of the Rhone Poulenc Transactions and (ii) asbestos litigation involving BMCA or any of its Subsidiaries, provide a summary in form and substance reasonably satisfactory to the Administrative Agent of such event.
As soon as possible and in any event within two days after the occurrence of each Default or any event, development or occurrence reasonably likely to have a Material Adverse Effect continuing on the date of such statement, a statement of the chief financial officer of BMCA setting forth details of such Default and the action that BMCA has taken and proposes to take with respect thereto.
Keep, and cause each of its Subsidiaries to keep, proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of BMCA and each such Subsidiary in accordance with generally accepted accounting principles in effect from time to time.
Promptly after BMCA becomes aware of the commencement thereof, notice of all actions, suits, investigations, litigation and proceedings before any Governmental Authority affecting any Loan Party or any of its Subsidiaries of the type described in Section 4.01(f), and promptly after the occurrence thereof, notice of any material adverse change in the status or the financial effect on any Loan Party or any of its Subsidiaries of the Disclosed Litigation from that described on Schedule 4.01(f) hereto.
BMCA and its Subsidiaries, taken as a whole are Solvent (assuming that neither BMCA nor any of its Subsidiaries has any liability in respect of asbestos claims).
Upon the Administrative Agent’s reasonable request, but not more frequently than once per month, make a senior officer of BMCA available to provide to the Administrative Agent (i) an update of developments in (A) the G-I Holdings bankruptcy proceedings, and (B) any proceedings related to asserted Federal income tax liabilities in connection with the Rhone Poulenc Transactions and (ii) any information relating thereto that the Administrative Agent may reasonably request.
Conduct, and cause each of its Subsidiaries to conduct, all transactions otherwise permitted under the Loan Documents with any of their Affiliates (including payments of any management fees) on terms that are fair and reasonable and no less favorable to BMCA or such Subsidiary than it would obtain in a comparable arm’s-length transaction with a Person not an Affiliate.
The designation by BMCA or any of its Subsidiaries of a Subsidiary as a Non-Recourse Subsidiary shall be deemed to be the making of a Restricted Investment by BMCA in an amount equal to the outstanding Investments made by BMCA and its Subsidiaries in such Person being designated a Non-Recourse Subsidiary at the time of such designation.
All of the outstanding Equity Interests in BMCA have been validly issued, are fully paid and non-assessable and are owned by BMCA Holdings in the amounts specified on Schedule 4.01(a) hereto free and clear of all Liens.