Operations of Subsidiaries Sample Clauses

Operations of Subsidiaries. Each Subsidiary of the Company (a) is a corporation or other legal entity duly organized, validly existing and (if applicable) in good standing under the laws of the jurisdiction of its organization and has the requisite corporate or other organizational power and authority to own its properties and assets and conduct its business and operations as currently conducted, except where the failure to be duly organized, validly existing and in good standing would not be reasonably expected to have a material adverse effect on the business, results of operations or financial condition of the Company and its Subsidiaries taken as a whole, (b) is duly qualified and in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified or in good standing would not reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of the Company and its Subsidiaries taken as a whole, and (c) has, as of the date hereof, obtained from the appropriate Government Entities all approvals, permits and licenses necessary for the conduct of its business and operations, as currently conducted, which approvals, permits and licenses are, as of the date hereof, valid and remain in full force and effect, except where the failure to have obtained such approvals, permits and licenses or the failure of such approvals, permits or licenses to be valid and in full force and effect would not be reasonably expected to have a material adverse effect on the business, results of operations or financial condition of the Company and its Subsidiaries taken as a whole. The Company Disclosure Letter sets forth a true and correct list of each Subsidiary of the Company as of the date hereof. All of the outstanding capital stock of each such Subsidiary is owned entirely by the Company or by a Subsidiary of the Company, as the case may be, as of the date hereof, free and clear of all Liens and Restrictions, except for such restrictions on transfer as are imposed by state and federal securities laws and except for Liens and Restriction as will not reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of the Company and its Subsidiaries taken as a whole. For purposes of this Agreement, "Restriction," means, when used with respect to any spec...
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Operations of Subsidiaries. Notice of or actual termination, suspension, cancellation or revocation of the licence, concession, or authority to operate the principal business of any Obligor.
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Operations of Subsidiaries other than as disclosed in the Due Diligence Materials and the Public Record, each of the Subsidiaries has no material assets or liabilities, is not a party to any material agreement and no material revenues are booked through such Subsidiaries;
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Operations of Subsidiaries. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities, and has conducted its operations only as contemplated by the Merger Agreement. EV Nevada has no assets or liabilities and has conducted no operations.
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Operations of Subsidiaries. (a) Cause or permit any Subsidiary to have any pre-tax, pre-interest operating loss (Excluding Permitted Losses and Excluding Management Fees) (i) in excess of $11,047,000 for the four consecutive fiscal quarters of such Subsidiary ending Aprix 00, 0000, (xx) xx excess of $12,000,000 for the four consecutive fiscal quarters of such Subsidiary ending July 31, 1995, (iii) in excess of $15,000,000 for the four consecutive fiscal quarters of such Subsidiary ending October 31, 1995, (iv) in excess of $12,000,000 for the four consecutive fiscal quarters of such Subsidiary ending January 31, 1996 and (v) in excess of $10,000,000 in any period consisting of four consecutive fiscal quarters of such Subsidiary ending on or after February 1, 1996, (b) cause or permit any or all Subsidiaries to have any aggregate pre-tax, pre-interest operating loss (Excluding Permitted Losses and Excluding Management Fees) (i) in excess of $16,016,000 for the four consecutive fiscal quarters of such Subsidiaries ending Aprix 00, 0000, (xx) xx excess of $21,600,000 for the four consecutive fiscal quarters of such Subsidiaries ending July 31, 1995, (iii) in excess of $20,000,000 for the four consecutive fiscal quarters of such Subsidiaries ending October 31, 1995 and (iv) in excess of $15,000,000 in any period consisting of four consecutive fiscal quarters of such Subsidiaries ending on or after November 1, 1995 (excluding from the calculations under subsection (b) hereof the financial performance of any Subsidiary which had an operating profit during such period), (c) cause or permit NordicTrack, Inc. to have a pre-tax, pre-interest operating deficit (Excluding Management Fees) for the fiscal quarter of NordicTrack, Inc. ending on July 31, 1995 of greater than $27,500,000, and (d) cause or permit NordicTrack, Inc. to have a pre-tax, pre-interest operating profit (Excluding Management Fees) of less than, or in the case of loss (Excluding Management Fees), greater than, those amounts set forth in the table below: Profit Not to Loss Not to Four Fiscal be less than be greater than Quarter Period Ending ------------- --------------- --------------------- N/A ($15,000,000) October 31, 1995 $25,000,000 N/A January 31, 1996 $10,000,000 N/A Xxxxx 00, 0000 X/X ($15,000,000) July 31, 1996 N/A ($15,000,000) October 31, 1996 $30,000,000 N/A January 31, 1997 $12,500,000 N/A April 30, 1997 N/A ($15,000,000) July 31, 1997"
Sample 1
Operations of Subsidiaries. Each Subsidiary of Egghead (a) is a corporation or other legal entity duly organized, validly existing and (if applicable) in good standing under the laws of the jurisdiction of its organization and has the full power and authority to own its properties and conduct its business and operations as currently conducted, except where the failure to be duly organized, validly existing and in good standing would not have an Egghead Adverse Effect, (b) is duly qualified and in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified would not have an Egghead Adverse Effect, and (c) has obtained from the appropriate Governmental Bodies all approvals and licenses necessary for the conduct of its business and operations as currently conducted, which approvals and licenses are valid and remain in full force and effect, except where the failure to have obtained such approvals and licenses or the failure of such approvals and licenses to be valid and in full force and effect would not have an Egghead Adverse Effect.
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Operations of Subsidiaries. Each subsidiary of Parent (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has the full power and authority to own its properties and conduct its business and operations as currently conducted, (ii) is duly qualified and in good standing in each jurisdiction in which the property is owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a material adverse effect.
Sample 1
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Operations of Subsidiaries. Each Subsidiary of ERC is:
Sample 1
Operations of Subsidiaries. Each Subsidiary of Digital (a) is a corporation or other legal entity duly organized, validly existing and (if applicable) in good standing under the laws of the jurisdiction of its organization and has the full power and authority to own its properties and conduct its business and operations as currently conducted, except where the failure to be duly organized, validly existing and in good standing does not have, and would not be reasonably expected (so far as can be foreseen at the time) to have, a material adverse effect on the business, properties, operations, condition (financial or other) or, to Digital's knowledge, the prospects of Digital and its Subsidiaries taken as a whole, (b) is duly qualified and in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the -42- 46 business conducted by it makes such qualification necessary, except where the failure to be so qualified does not have, and would not be reasonably expected (so far as can be foreseen at the time) to have, a material adverse effect on the business, properties, operations, condition (financial or other) or, to Digital's knowledge, the prospects of Digital and its Subsidiaries taken as a whole, and (c) has obtained from the appropriate Governmental Bodies all approvals and licenses necessary for the conduct of its business and operations as currently conducted, which approvals and licenses are valid and remain in full force and effect, except where the failure to have obtained such approvals and licenses or the failure of such approvals and licenses to be valid and in full force and effect does not have, and would not be reasonably expected (so far as can be foreseen at the time) to have, a material adverse effect on the business, properties, operations, condition (financial or other) or, to Digital's knowledge, the prospects of Digital and its Subsidiaries taken as a whole.
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Related to Operations of Subsidiaries

  • Operations of Sub Sub is a direct, wholly owned subsidiary of Parent, was formed solely for the purpose of engaging in the transactions contemplated hereby, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

  • Interim Operations of Sub Sub was formed solely for the purpose of engaging in the transactions contemplated hereby, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

  • Indebtedness of Subsidiaries The Borrower shall not permit any Subsidiary to create, incur, assume or suffer to exist any Indebtedness, except:

  • Interim Operations of the Company The Company covenants and agrees as to itself and its Subsidiaries that during the period from the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1, except as (w) disclosed in Section 5.1 of the Company Disclosure Letter, (x) expressly contemplated or permitted by this Agreement, (y) required by applicable Law, or (z) agreed to in writing by Parent, after the date of this Agreement and prior to the Effective Time:

  • Formation of Subsidiaries Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent a joinder to the Guaranty and Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

  • Operations of the Company Except as set forth on Schedule 3.26, since the Balance Sheet Date the Company has not:

  • Maintenance of Subsidiaries The Borrower shall not assign, sell or transfer, nor shall it permit any Material Subsidiary to issue, assign, sell or transfer, any shares of capital stock or other equity interests of a Material Subsidiary; provided, however, that the foregoing shall not operate to prevent (a) Liens on the capital stock or other equity interests of Material Subsidiaries granted to the Administrative Agent, (b) the issuance, sale and transfer to any person of any shares of capital stock of a Material Subsidiary solely for the purpose of qualifying, and to the extent legally necessary to qualify, such person as a director of such Subsidiary, and (c) any transaction permitted by Section 8.9(b) above.

  • Management and Operations of Business 30 Section 7.1 Management .............................................................. 30 Section 7.2 Certificate of Limited Partnership ...................................... 34 Section 7.3 Restrictions on General Partner's Authority ............................. 34 (i) 3 Section 7.4 Reimbursement of the Crescent Group ..................................... 35 Section 7.5 Outside Activities of the Crescent Group ................................ 35 Section 7.6 Contracts with Affiliates ............................................... 36 Section 7.7 Indemnification ......................................................... 36 Section 7.8 Liability of the General Partner ........................................ 39 Section 7.9 Other Matters Concerning the General Partner ............................ 39 Section 7.10 Title to Partnership Assets ............................................ 40 Section 7.11 Reliance by Third Parties .............................................. 40 Section 7.12 Limited Partner Representatives ........................................ 41

  • Operations and Properties Borrower shall, and shall cause each of its Subsidiaries to, act prudently and in accordance with customary industry standards in managing or operating its assets, properties, business and investments. Borrower shall, and shall cause each of its Subsidiaries to, keep in good working order and condition, ordinary wear and tear excepted, all of its assets and properties which are necessary to the conduct of its business.

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