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.
Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated as an Unrestricted Subsidiary on Schedule 7.14 as of the date hereof or thereafter, assuming compliance with Section 9.06(b), any Person that becomes a Subsidiary of the Parent or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary.
Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated as an Unrestricted Subsidiary after the Closing Date in compliance with Section 6.26(b) below, any Person that becomes a Subsidiary of a Credit Party shall be classified as a Restricted Subsidiary of the Borrower.
Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Any Person (other than any Drop Down Entity) that becomes a Subsidiary of the Parent, the Borrower or any other Restricted Subsidiary shall be a Restricted Subsidiary unless such Person (i) is designated as an Unrestricted Subsidiary on Schedule 7.14, as of the date hereof, (ii) is hereafter designated as an Unrestricted Subsidiary in compliance with Section 9.15(b), or (iii) is a subsidiary of an Unrestricted Subsidiary. Any Drop Down Entity shall be an Unrestricted Subsidiary unless designated by the Parent or the Borrower as a Restricted Subsidiary (and no Event of Default exists at the time of or results from such designation).
Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Any Person (other than any DevCo prior to the date on which it is a Wholly-Owned Subsidiary) that becomes a Subsidiary of the Parent, the Borrower or any other Restricted Subsidiary shall be a Restricted Subsidiary unless such Person (i) is designated as an Unrestricted Subsidiary on Schedule 7.14, as of the date hereof, (ii) is hereafter designated as an Unrestricted Subsidiary in compliance with Section 9.18(b), or (iii) is a subsidiary of an Unrestricted Subsidiary. Each DevCo shall be an Unrestricted Subsidiary until such time that such DevCo is a Wholly-Owned Subsidiary, and shall thereafter be a Restricted Subsidiary for purposes of the Loan Documents.
Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated as an Unrestricted Subsidiary on SCHEDULE 6.8 as of the date of this Agreement or thereafter in writing to the Agent, any Person that becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary.
Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated in writing to the Administrative Agent by 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. Notwithstanding anything to the contrary contained in this Section 1.07, during the Specified Unrestricted Period, each of the Xxxxxxx Entities shall be classified as an Unrestricted Subsidiary without further action (and for the avoidance of doubt, without compliance with the requirements under Section 1.07(b)).
Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) The Borrower may designate any Subsidiary to be an Unrestricted Subsidiary; provided that at the time of such designation and immediately after giving effect thereto (i) no Default shall exist, (ii) the representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents will be true and correct in all material respects as if remade at the time of such designation, except to the extent such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date (provided that such materiality qualifier shall not be applicable to any representation and warranty that already is qualified or modified by materiality in the text thereof) and (iii) such Subsidiary does not, at the time of designation and does not at any time thereafter while it is an Unrestricted Subsidiary, Guarantee or otherwise become directly or indirectly liable with respect to, or grant any Liens on any of its property to secure, any Indebtedness of the Borrower or any Restricted Subsidiary or any obligations of the Borrower or any Restricted Subsidiary in respect of any Sale and Leaseback Transaction. Designation by the Borrower pursuant to this Section shall be deemed to be a representation and warranty by the Borrower as of such date as to the matters specified in this Section.
Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated in writing to the Administrative Agent by 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; provided that, immediately upon its formation (and, for the avoidance of doubt, prior to being capitalized with any Property), Roan Holdco automatically will be an Unrestricted Subsidiary. On the date hereof, all Subsidiaries of the Borrower are Restricted Subsidiaries.
Designation and Conversion of Restricted and Unrestricted Subsidiaries. (a) Unless designated in writing to the Administrative Agent pursuant to this Section, any Person that becomes a Subsidiary of the MLP, the Borrower or any Restricted Subsidiary after the Closing Date shall be classified as a Restricted Subsidiary. (b) The Borrower may designate any Subsidiary (including any newly-formed or newly-acquired Subsidiary) of the MLP or the Borrower as an Unrestricted Subsidiary if (i) the representations and warranties of the Loan Parties contained in each of the Loan Documents are true and correct on and as of such date as if made on and as of the date of such designation (or, if made as of an earlier date, were true and correct as of such date), (ii) no Default or Event of Default then exists or would result therefrom, (iii) immediately after giving effect to such designation, the MLP, the Borrower and their Restricted Subsidiaries are in pro forma compliance with all of the covenants set forth in Section 7.14, and (iv) after giving effect to such designation, such Unrestricted Subsidiary has no Indebtedness, other than Non-Recourse Obligations. (c) The Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if (i) the representations and warranties of the Loan Parties contained in each of the Loan Documents are true and correct in all material respects on and as of such date as if made on and as of the date of such redesignation (or, if made as of an earlier date, were true and correct as of such date), (ii) no Default or Event of Default then exists or would result therefrom, and (iii) immediately after giving effect to such designation, the MLP, the Borrower and the Restricted Subsidiaries are in pro forma compliance with all of the covenants set forth in Section 7.14. (d) At least ten (10) days prior to the date of any designation or re-designation pursuant to clauses (b) or (c) above (or such shorter period as the Administrative Agent shall
