New LLC Sample Clauses

New LLC. New LLC shall not engage in any material operating or business activities or hold any material assets or have any material Indebtedness (other than Indebtedness that is Guaranteed by the Parent or any Guaranty of Indebtedness of the Parent or any of its Restricted Subsidiaries); provided that the following shall be permitted in any event: (i) its ownership of the Equity Interests of Parent and other Subsidiaries and activities incidental or reasonably related thereto; (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance); (iii) participating in tax, accounting and other administrative matters as a member of any consolidated, combined, or other similar group of which Holdings, or a direct or indirect parent of Holdings, is the common parent; (iv) holding any cash or Cash Equivalents (but not operating any property) and (v) providing indemnification to officers, managers and directors.
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New LLC. If, at the time of exercise of the Put, the FCC Rules restricting the free transferability of C or F block PCS licenses or interests therein still apply to some (but not all) of the licenses then held by the Company, the Members shall form a new Delaware limited liability company (the "New LLC"), under the terms and conditions described in this Section 9.7, and shall transfer, subject to the consent of the FCC, to the New LLC all of such licenses (and all corresponding assets, liabilities, capital accounts and rights). The New LLC shall be governed by a limited liability company agreement that is identical to this Agreement as then in effect. The New LLC will have the benefit of any and all contracts relating to the licenses transferred to the New LLC.
New LLC. Notwithstanding the provisions of Section 2.3 of the Purchase Agreement to the contrary:
New LLC. As soon as reasonably practical after this Agreement is executed (but the PARTIES anticipate not later than September 2006), the COMPANY shall transfer all assets (tangible and intangible) and liabilities of the TCPG Divisions to NEW LLC, subject to the following:

Related to New LLC

  • Schedule I Schedule I of the Agency Agreement is hereby deleted in its entirety and replaced with the Amended Schedule I attached hereto.

  • Schedule A Schedule A to the Agreement, setting forth the Portfolios of the Trust for which the Distributor is authorized to distribute Class K shares is hereby replaced in its entirety by Schedule A attached hereto. Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

  • Subsidiaries, Partnerships and Joint Ventures Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date; and (ii) any Domestic Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, and, to the extent not resulting in material adverse tax consequences, any Foreign Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, in each case by delivering to the Administrative Agent (A) a signed Borrower Joinder or Guarantor Joinder, as appropriate; (B) documents in the forms described in Section 6.1 [First Loans] modified as appropriate; (C) documents necessary to grant and perfect the Prior Security Interests to the Administrative Agent for the benefit of the Lenders in the equity interests of, and Collateral held by, such Subsidiary; and (D) such diligence materials in respect of such Subsidiary (including, without limitation, “know your customer”, liens, ERISA and labor matters) as the Administrative Agent shall reasonably request. Each of the Loan Parties shall not become or agree to become a party to a Joint Venture other than Permitted Investments and other investments permitted pursuant to Section 7.2.4 [Loans and Investments]. For purposes of clarity, any Subsidiary organized under the laws of Canada or any political subdivision thereof that is formed or acquired by the Canadian Borrower after the Closing Date shall join this Agreement as a Guarantor of the Canadian Liabilities in accordance with the terms of this Section 7.2.9.

  • SIGNATURE PAGE This Account Pledge Agreement has been entered into on the date stated at the beginning by SIG Schweizerische Industrie-Gesellschaft AG as Pledgor By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorised Signatory The Bank of New York Mellon as Collateral Agent and Pledgee By: /s/ Xxxxxxxxx X. Xxxxxxx Name: Xxxxxxxxx X. Xxxxxxx Title: Vice President SCHEDULE 1

  • Signature on Returns; Partnership Representative (a) The Owner Trustee shall sign, on behalf of the Trust, the tax returns of the Trust.

  • New Subsidiaries If Holdings, the Borrower or any Subsidiary Guarantor forms or acquires a new direct wholly-owned Subsidiary (other than any Excluded Subsidiary) or any Excluded Subsidiary ceases to be an Excluded Subsidiary, Holdings, the Borrower or such Subsidiary Guarantor agrees to, within sixty (60) days (or such longer period agreed to by the Administrative Agent in its reasonable discretion) following such acquisition or formation or cessation (i) to deliver to the Administrative Agent all certificates, if any, representing the Stock of such Subsidiary (accompanied by undated stock powers, duly endorsed in blank) to the extent required by the Pledge and Security Agreement, (ii) cause such Subsidiary to join (A) this Agreement by executing this Agreement (or a joinder hereto in form and substance reasonably acceptable to Administrative Agent) as a Guarantor and (B) the Pledge and Security Agreement pursuant to a joinder in form and substance reasonably satisfactory to Administrative Agent for the purposes of granting a security interest in such Subsidiary’s Collateral for the benefit of the Administrative Agent and the Secured Parties as additional security for the Obligations, (iv) at the request of the Administrative Agent, cause such Subsidiary to deliver documents of the type described in Section 3.1(c) with respect to such Subsidiary, (v) cause such Subsidiary (and the Loan Party that holds the Stock of such Subsidiary) to take all such further actions and execute all such further documents and instruments as required by the Pledge and Security Agreement and each other Security Document to duly perfected the Liens created by the Security Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent and delivery of certificates evidencing Stock pledged thereunder (accompanied by undated stock powers) and (vi) if reasonably requested by Administrative Agent, deliver to the Administrative Agent a customary opinion of counsel in form and substance reasonably acceptable to Administrative Agent, addressing, among other customary things, the due authorization, due execution and delivery and enforceability of the foregoing documents with respect to such Subsidiary. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the pledge of the Stock of any first-tier Foreign Subsidiary that is a CFC or any Foreign Holdco, if any, shall be limited to sixty-six percent (66%) of the Stock of any such Person entitled to vote (within the meaning of Treasury Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) of the non-voting Stock of any such Person.

  • Mergers, Subsidiaries, Etc No Credit Party shall directly or indirectly, by operation of law or otherwise, (a) form or acquire any Subsidiary, or (b) merge with, consolidate with, acquire all or substantially all of the assets or Stock of, or otherwise combine with or acquire, any Person.

  • Schedule The Review Board shall assume control of the arbitration process and shall schedule all events as expeditiously as possible. The Arbitration Hearing shall commence within ninety (90) Business Days after receipt of the Notice of Dispute by the Arbitration Administrator.

  • Schedule II For each Loan purchased by the Portfolio acquired after the execution of this Loan Servicing Agreement:

  • SCHEDULE OF SERVICES The Fund Accounting Agreement is hereby amended by deleting Schedule I (Schedule of Services) attached thereto and replacing it in its entirety with the new Schedule I (Schedule of Services) attached hereto as Attachment A.

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