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Companies
Companies contract clause examples

Holding Companies. Each Subsidiary of Holdings, other than [[Borrower:Organization]] Ireland Holdings Limited, is, on the date of the Original Credit Agreement, the Restatement Effective Date and, the Second Amendment Effective Date, the Third Amendment Effective Date, the Fourth Amendment Effective Date, the Fifth Amendment Effective Date and the Sixth Amendment Effective Date, to the extent same was incorporated on such date(s), a Subsidiary of Holdings solely by virtue of paragraph # of sub-section # of Section 155 of the Companies Acts, 1963 [[Address A:Address]] or paragraph # of sub-section 2 of Section 7 of the Companies Act, 2014 [[Address A:Address]] (as applicable). Neither Holdings nor [[Borrower:Organization]] Ireland Holdings Limited own any material assets or property other than any assets or property permitted to be owned by them under [Section 7.16 or 7.17]7] as applicable.

The Company shall not trade, carry on any business, own any assets or incur any liabilities except for:

[[PTC:Organization]] Restricted Companies” means all businesses and divisions of the following companies, to the extent those businesses and divisions compete with RA and its Affiliates:

. Each Holding Company will not conduct, transact or otherwise engage in any business or operations other than the following:

. All Required Insurance Policies herein shall be issued by insurance companies # reasonably approved by Administrative Agent, # with a rating of at least AVIII in Best’s Key Rating Guide and # of recognized good standing and licensed or permitted to do business in the state or jurisdiction in which the applicable Individual Property is located (each, an “Approved Insurer”).

Neither TGI nor any of its Subsidiaries is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or under such “control”.

Insurance Companies. Insurance required to be maintained by Tenant shall be written by companies licensed to do business in the state in which the Premises are located and having a “Financial Strength Rating” of at least “A-; VIII” (or such higher rating as may be required by a lender having a lien on the Premises) as determined by A.M. Best Company.

Holding Companies. (i[[WXXA Borrower:Organization]] Each of the Holding Companies conducts, transacts or otherwise engages in any business or operations other than the following: # the ownership or acquisition of Equity Interests (other than Disqualified Equity Interests[[WXXA Borrower:Organization]] in the WXXA Borrower and WLAJ Borrower or contribution to the capital of the WXXA Borrower and WLAJ Borrower, # the maintenance of its legal existence, including the ability to incur fees, costs and expenses and the hiring of employees relating to such maintenance, # to the extent applicable, participating in tax, accounting and other administrative matters as a member of the combined group of Consolidated Group Entities, # the performance of its obligations under and in connection with, and payments with respect to, the Loan Documents and the Nexstar/VIE Agreements and related documentation in respect of the foregoing and any documents relating to other Indebtedness permitted under [Section 7.02] of this Agreement, including the making of Restricted Payments and any other actions otherwise expressly permitted to be performed by such Holding Company under this Agreement, # incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, # providing customary indemnification to officers and directors in the ordinary course of business and as otherwise permitted in Article VII, # making Investments in cash and Cash Equivalents; # obligations and activities incidental to the Shield Lansing Management Agreement and/or the Shield Albany Management Agreement, as applicable, and # activities incidental to the businesses or activities described in [clauses ([[WXXA Borrower:Organization]]) through ([[WXXA Borrower:Organization]]) above] or # the Equity Interests of the Holding Companies become subject to any Lien other than a Lien in favor of the Collateral Agent for the benefit of the Secured Parties.

Holding Companies. In the case of Holdings, engage in any business or activity other than: # the ownership of all outstanding direct and indirect Equity Interests in its Subsidiaries, # maintaining its corporate existence, # participating in tax, accounting and other administrative activities as a member of the consolidated group of companies, including the Loan Parties (including entering into engagement letters and similar type contracts and agreements with attorneys, advisors, accountants and other professionals and participating thereunder), # the execution and delivery of the Loan Documents and other documents relating to the Transaction to which they are a party, and the performance of their respective obligations under each of the foregoing, # providing indemnification to officers, directors, shareholders and employees, # holding any cash or property received in connection with Restricted Payments permitted under [Section 7.06], # Investments and loans and advances to its Subsidiaries permitted hereunder, # providing guarantees for the benefit of Subsidiaries to the extent such Person is otherwise permitted to enter into the transactions under this Agreement (including guarantees of lease obligations), # holding nominal deposits in deposit and securities accounts in connection with any of the foregoing transactions, and # activities incidental to the businesses or activities described in [clauses (a) through (i)] of this Section.

Acquired Companies Release. Each Acquired Company, on behalf of itself and its Related Parties (other than the Seller Companies), hereby fully, finally and irrevocably releases, acquits and forever discharges each Seller Company and its Related Parties from all Claims which such Acquired Company and its Related Parties ever had, now have or hereafter may or shall have against any Seller Company and its Related Parties arising out of or in connection with # the Affiliate Agreements and # the governance, management, ownership, operation, supervision or control of the Acquired Companies by any Seller Company or its Related Parties or any distribution or transfer (of any kind) of Assets to or from any Acquired Company, whether under Applicable Law, by Contract or otherwise, whether known or unknown, fixed or contingent, and including any Claim for breach of any fiduciary or other duty, breach of contract, ultra vires action, or that otherwise may be available at law or in equity, granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, piercing the veil, unfairness, fraud, constructive or equitable fraud or otherwise. In executing this Release, each Acquired Company acknowledges and intends that it shall be effective as a bar to each and every one of the Claims so released pursuant to this Section 2.2.

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