Timber Subsidiaries definition
Examples of Timber Subsidiaries in a sentence
Subject to Section 3.1.2(b)(viii), immediately upon receipt of any net cash proceeds of any Indebtedness other than Indebtedness permitted by Section 7.2.2 by any Loan Party or any Subsidiary of any Loan Party (other than Unrestricted Timber Subsidiaries), the Borrower shall be obligated to repay the Loans and other Obligations in an amount equal to such net cash proceeds.
Except as set forth in such Disclosure Schedule, as of the Amendment Effective Date there are no (a) outstanding rights to purchase, options, warrants or similar rights pursuant to which any Loan Party, any Subsidiary of any Loan Party or any other Persons in which any Loan Party or any Subsidiary of any Loan Party owns any Equity Interests (including any Unrestricted Timber Subsidiaries) may be required to issue, sell, repurchase or redeem any of its Equity Interests or (b) voting rights agreements.
As of the Amendment Effective Date, the authorized Equity Interests in the Loan Parties, the Subsidiaries of any Loan Party and all other Persons in which any Loan Party or Subsidiary of any Loan Party owns any Equity Interests (including any Unrestricted Timber Subsidiaries) is set forth in Item 6.8 (“Initial Capitalization”) of the Disclosure Schedule.
All disclosure provided to the Buyers regarding Timber or any of the Timber Subsidiaries, their business and the transactions contemplated hereby, including the schedules to this Agreement, furnished by or on behalf of Timber is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.
Timber and the Timber Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of Timber and the Timber Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by Timber and any of the Timber Subsidiaries.
There is no claim, action or proceeding being made or brought, or to the knowledge of Timber or any of the Timber Subsidiaries, being threatened, against Timber or any of the Timber Subsidiaries regarding their Intellectual Property Rights.
Neither Timber nor any of the Timber Subsidiaries is aware of any facts or circumstances which might give rise to any of the foregoing infringements or claims, actions or proceedings.
Neither Timber nor any of the Timber Subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does Timber or any of the Timber Subsidiaries have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so.
Except as disclosed in Schedule 3(k)(i), since December 31, 2019, there has been no material adverse change and no material adverse development in the business, assets, liabilities, properties, operations, condition (financial or otherwise), results of operations or prospects of Timber or the Timber Subsidiaries.
Neither Timber nor any of the Timber Subsidiaries or affiliates is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”).