Excluded Subsidiary. Any Subsidiary of the Borrower which is prohibited from guaranteeing the Indebtedness of any other Person pursuant to (i) any document, instrument or agreement evidencing Secured Debt or (ii) a provision of such Subsidiary’s organizational documents, as a condition to the extension of such Secured Debt.
Excluded Subsidiary. Any Subsidiary of CAI that (a) is not a Loan Party and is not required to become a Loan Party under §8.16, (b) does not participate in any cash management or other arrangements under which any of its revenues, collections or payables are commingled with any assets of CAI, Borrower or any Securitization Entity or under which CAI provides cash management or other services supporting the collection of its revenues or payment of its expenses unless such services are provided on an arms-length basis and CAI is reimbursed for the market cost of such services, (c) has no Indebtedness or other obligations that are guaranteed or secured by any assets of any Loan Party and (d) has provided to the Administrative Agent evidence of the foregoing satisfactory to the Administrative Agent.
Excluded Subsidiary. The Borrower shall not, nor shall it permit any of its Subsidiaries, other than the Excluded Subsidiary, to (a) create, assume, incur or suffer to exist any Lien on or in respect of any of its Property for the benefit of the Excluded Subsidiary, (b) sell, assign, pledge, or otherwise transfer any of its properties to the Excluded Subsidiary, other than as permitted pursuant to Section 9.05(l), (c) make or permit to exist any loans, advances, or capital contributions to, or make any Investment in, or purchase or commit to purchase any Equity Interests or evidences of Debt of or interests in, the Excluded Subsidiary or in any properties of the Excluded Subsidiary, other than as permitted pursuant to Section 9.05(l), or (d) permit the Excluded Subsidiary to conduct any material business activities or own any material Property other than the following (and activities incidental thereto): (i) ownership and maintenance of the corporate headquarters of the Borrower and the Borrower’s Subsidiaries and the management of the use and access of the corporate headquarters by the Borrower and the Borrower’s Subsidiaries, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and the filing of tax reports and paying taxes and other customary obligations related thereto in the ordinary course (and contesting any taxes)), (iii) financing activities related to the foregoing, (iv) participating in tax, accounting and other administrative matters as a member of the consolidated group of the Borrower and its Subsidiaries, including compliance with applicable law and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees, (v) holding any cash and Cash Equivalents, (vi) entering into and performance of obligations with respect to contracts and other arrangements entered into in connection with the activities contemplated by this Section 9.21, and (vii) the performance of obligations under and compliance with its organizational documents, any demands or requests from or requirements of a Governmental Authority or any applicable law, ordinance, regulation, rule, order, judgment, decree or permit.
Excluded Subsidiary. Any Person which is as of the date of this Agreement, or becomes after the date of this Agreement, a Subsidiary of Parent which is prohibited from guaranteeing the Indebtedness of any other Person pursuant to (a) any document, instrument or agreement evidencing Secured Debt permitted by this Agreement or (b) a provision of such Subsidiary’s organizational documents, as a condition to the extension of such Secured Debt.
Excluded Subsidiary. (a) any Captive Insurance Subsidiary, (b) any Foreign Subsidiary or any Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary that is a CFC, (c) any Domestic Subsidiary that has no material assets other than the stock or indebtedness of one or more Foreign Subsidiaries that are CFCs, (d) any not-for-profit Subsidiary, (e) any other Subsidiary with respect to which, in the reasonable judgment of Agent and the Borrower Agent, the burden or cost (including any adverse tax consequences) of providing the guarantee shall outweigh the benefits to be obtained by the Lenders therefrom, (f) each Unrestricted Subsidiary, (g) any special purpose securitization vehicle (or similar entity) and (h) QES Holdco LLC, a Delaware limited liability company and Xxxxxxxx Energy Services GP LLC, a Delaware limited liability company, so long as such entities are merged with and into an Obligor (with such Obligor surviving such merger) within five (5) Business Days after the Closing Date; provided that no Subsidiary that guarantees any Debt of an Obligor shall be deemed to be an Excluded Subsidiary at any time such guarantee is in effect.
Excluded Subsidiary. Notwithstanding anything to the contrary in this Agreement or any other Loan Document: (i) permit the Excluded Subsidiary to open or maintain any DDAs or otherwise possess any cash, cash equivalents, or other proceeds; (ii) transfer, cause to be transferred, to the Excluded Subsidiary, any assets constituting Collateral or of the type of asset constituting Collateral (including, but not limited to, cash, except to the extent necessary for the Lead Borrower to make regularly scheduled lease payments to the Excluded Subsidiary pursuant the Miraloma Lease as in effect on the Closing Date); (iii) except as otherwise required under Section 6.17(f), permit the Excluded Subsidiary from amending or modifying its Organization Documents in any way, or conduct any business other than owning the Corporate Headquarters; or (iv) otherwise permit any of the statements, representations, warranties or covenants made by the Loan Parties hereunder with respect to the Excluded Subsidiary to become untrue or misleading in any material respect.
Excluded Subsidiary. 48 Filings ....................................................................10
Excluded Subsidiary. Any Subsidiary of the Borrower which is prohibited from guaranteeing the Indebtedness of any other Person pursuant to (i) applicable law, (ii) any document, instrument or agreement evidencing Consolidated Secured Indebtedness of such Subsidiary or (iii) a provision of such Subsidiary’s organizational documents (A) included as a condition to the extension of such Consolidated Secured Indebtedness or (B) solely with respect to a Person that becomes a Subsidiary of the REIT after the Closing Date, which existed prior to the date that such entity became a Subsidiary of the REIT and was not created in anticipation of the acquisition of such Subsidiary and which provision has not been made unnecessary or ineffective as a result of changed circumstances (including the repayment of the indebtedness for which such provision was originally included).
Excluded Subsidiary. The Subsidiaries listed on Schedule 11, together with any and all direct or indirect, wholly owned Subsidiaries created or acquired by any Loan Party subsequent to the Closing Date, which additional Subsidiary (i) has assets with a book value less than two and one-half percent (2.5%) of the consolidated book value of Borrower and its Subsidiaries, determined as of the last day of each fiscal quarter of Borrower, or (ii) which is an SPE Subsidiary; provided, however, that the Excluded Subsidiaries other than SPE Subsidiaries shall not, collectively, have assets whose book value exceeds five percent (5%) of the consolidated book value of Borrower and its Subsidiaries.
Excluded Subsidiary. (a) any Subsidiary that is not, directly or indirectly, a Wholly Owned Subsidiary of an Obligor, (b) any Unrestricted Subsidiary, (c) any Immaterial Subsidiary, (d) any Subsidiary that is prohibited by Applicable Law, or is prohibited by applicable Contractual Obligation existing at the time of (and not entered into in contemplation of this provision) the formation or acquisition by an Obligor, from providing a guaranty for so long as such prohibition exists, or if such guaranty would require governmental (including regulatory) consent, approval, license or authorization unless such consent, approval, license or authorization has been received, (e) any other Subsidiary with respect to which, in the reasonable judgment of Agent and the applicable Borrower Agent, the cost or other consequences (including any adverse tax consequences) of providing the guaranty shall be excessive in view of the benefits to be obtained by the Lenders therefrom and (f) the Bolzoni Entities; provided that any Subsidiary (other than a CFC Holdco or any direct or indirect Subsidiary of a Subsidiary that is a CFC) that is a borrower or guarantor in respect of the Term Loan Documents shall not be an “Excluded Subsidiary.”
