Status of Borrowers. (a) An Additional Revolving Borrower designated in accordance with Section 12.1 shall be a “Revolving Borrower” and a “Borrower” under the Revolving Facility and will have the right to directly request Revolving Borrowings in accordance with Section 2 hereof until the earlier to occur of the Revolving Termination Date or the date on which such Additional Revolving Borrower terminates its obligations under this Agreement in accordance with Section 12.3 or the date on which such Additional Revolving Borrower is released from its obligations under the Loan Documents in accordance with this Agreement.
Status of Borrowers. The US Borrower shall not at any time (a) operate any of its lines of business other than through its Subsidiaries, or own any assets other than (i) the Equity Securities of its Subsidiaries, (ii) cash and Eligible Securities and other Investments permitted under Sections 7.02(a), (b), (c), (d), (k) and (o) (Investments), and (iii) such other property consistent with its sole function as a holding company, including the holding of intangible property or (b) engage in any other activities reasonably incidental to the foregoing.
Status of Borrowers. Should the status of the Borrowers change in any way, as a result of reorganization or dissolution, any sale, lease, or transfer of any or all of the assets of the Borrowers, any change in the shareholders, partners, or members of the Borrowers or otherwise, this Guaranty shall continue and shall cover the Guaranteed Indebtedness under the new status. This Section shall not, however, be construed to authorize any action by the Borrowers otherwise prohibited under the Credit Agreement or any other Loan Document.
Status of Borrowers. Each of Borrowers: (a) is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation; (b) has all requisite authority to conduct its business and own and lease its properties, including the Collateral; and (c) is qualified to do business in every jurisdiction in which the nature of such Borrower's business requires such qualification. The individuals executing the Loan Documents on behalf of the Borrowers have the power and authority to execute, deliver and perform Borrowers' obligations under the Loan Documents.
Status of Borrowers. Each Borrower is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each Borrower has the power and authority to own its property and to transact the business in which it is engaged or presently proposes to engage. Each Borrower is duly qualified to do business as a foreign corporation or foreign partnership and is in good standing in all jurisdictions in which the ownership of its properties or the nature of its activities or both makes such qualification necessary or advisable, except for any failures to maintain such qualifications which, individually or in the aggregate, could not have a Material Adverse Effect. Schedule 5.1(a) hereto sets forth for each Borrower, as of the Closing Date, (i) whether it is a corporation, limited partnership or general partnership, (ii) the jurisdiction of its organization, and (iii) the jurisdictions in which it is qualified to do business as a foreign corporation or a foreign partnership, as the case may be, except where the failure to maintain such qualification could not, individually or in the aggregate, have a Material Adverse Effect. Each direct and indirect Subsidiary of Multicare, other than the Excluded Subsidiaries, is a Borrower hereunder and is designated as such on the signature pages hereto (or, after the Closing Date, on signature pages of a Joinder Supplement hereto). The states in which any Borrowers operate Health Care Businesses are Massachusetts, West Virginia, New Jersey, Ohio, Pennsylvania, Wisconsin, Connecticut, Illinois, Rhode Island, Vermont and Virginia.
Status of Borrowers. Each of Borrowers: (a) is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation; (b) has all requisite authority to conduct its business and own and lease its properties, including the Collateral; and (c) is qualified to do business in every jurisdiction in which the nature of such Borrower's business requires such qualification The individuals executing the Loan Documents on behalf of the Borrowers have the power and authority to execute, deliver and perform Borrowers' obligations under the Loan Documents.
Status of Borrowers. The Guarantor represents and warrants as of the date hereof that the Guarantor directly or indirectly owns and has the power to vote at least 51% of the voting interests of each of BAX and Brink's, that BAX directly or indirectly owns at least 51% of the voting interests of each of the BAX Covered Subsidiaries that are party to the Credit Agreement, and that Brink's directly or indirectly owns at least 51% of the voting interests of each of the Brink's Covered Subsidiaries that are party to the Credit Agreement. Notwithstanding any sale or transfer of any ownership interest in any Borrower, the Guarantor will continue to be bound by the terms of this Guaranty in all respects including without limitation to guaranty the Obligations of each Minority Owned Borrower. The Guarantor hereby acknowledges and agrees that the representations and warranties contained in the first sentence of this paragraph 0 shall be deemed repeated as of the date of each Advance made after the Effective Date and as of the date of effectiveness of each Election to Participate requesting that an additional Covered Subsidiary be made a party to, and a Borrower under, the Credit Agreement after the Effective Date.
Status of Borrowers. (a) Neither Borrower has conducted any business or incurred any Indebtedness, Contractual Obligations or other obligations or purchased or acquired any property or assets other than (i) its rights and obligations under the Purchase Agreement to which such Borrower is a party, (ii) the purchase and ownership of the Equipment pursuant to such Purchase Agreement, and (iii) in connection with its formation, and in each case, activities directly related thereto; and
Status of Borrowers. To the extent the Borrowers determine it is necessary or advisable that there be a “primary” Borrower with respect to any Obligation (i.e., the Borrower to which the Lenders initially and primarily look for repayment of such Obligation) in order for the Borrowers to comply with applicable Law (including Tax Law), GAAP or other accounting principles, the parties hereto intend that such “primary” Borrower shall be determined in accordance with Schedule 5.15, which schedule may be updated by the Borrowers from time to time. This §5.15 shall apply solely for the Borrowers’ applicable Tax, accounting and other relevant purposes, and shall not in any way limit any of the rights or obligations hereunder of any Borrower, Lender or other party hereto.
Status of Borrowers. Each Borrower is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each Borrower has the power and authority to own its property and to transact the business in which it is engaged or presently proposes to engage. Each Borrower is duly qualified to do business as a foreign corporation and is in good standing in all jurisdictions in which the ownership of its properties or the nature of its activities or both makes such qualification necessary or advisable, except for any failures to maintain such qualifications which, individually or in the aggregate, could not have a Material Adverse Effect. Schedule 4.1(a)hereto sets forth for each Borrower, as of the Closing Date, the jurisdiction of its organization. Each direct and indirect Subsidiary of J & J except for ICEE-Canada, Inc. and ICEE de Mexico, S.A. De C.V. is a Borrower hereunder and is designated as such on the signature pages hereto (or, after the Closing Date, on signature pages of a Joinder Supplement hereto).
