Example ContractsClausesDesignation of a Foreign Subsidiary Borrower
Designation of a Foreign Subsidiary Borrower
Designation of a Foreign Subsidiary Borrower contract clause examples

Designation of a Foreign Subsidiary Borrower. The designation of a Foreign Subsidiary Borrower pursuant to Section 2.23 is subject to the condition precedent that the Company or such proposed Foreign Subsidiary Borrower shall have furnished or caused to be furnished to the Administrative Agent:

ARTICLE #: REPRESENTATIONS AND WARRANTIES

Foreign Subsidiary Borrower Exemptions; Required Certificates. If the Administrative Agent or any Lender is entitled to an exemption from or reduction in the rate of the imposition, deduction or withholding of any Tax under the laws of the jurisdiction in which any Subsidiary Borrower that is a Foreign Subsidiary is organized or engaged in business, or any treaty to which such jurisdiction is a party, with respect to payments by such Subsidiary Borrower under this Agreement or any other Loan Document, then the Administrative Agent, such Lender (as the case may be) shall deliver to such Subsidiary Borrower or the relevant Governmental Authority, in the manner and at the time or times prescribed by applicable law or as reasonably requested by the Company (at least 60 days prior to the due date required for submission thereof), such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Company as will permit such payments to be made without the imposition, deduction or withholding of such Tax or at a reduced rate; provided that the Administrative Agent, such Lender is legally entitled to complete, execute and deliver such documentation and in its reasonable judgment such completion, execution or submission would not materially prejudice its commercial or legal position or require disclosure of information it considers confidential or proprietary.

Foreign Subsidiary Documentation. Each guaranty and each collateral document entered into by a Foreign Subsidiary shall, in the case of such Foreign Subsidiary, be subject to the Foreign Subsidiary Documentation Principles in all respects.

Foreign Subsidiary Assets. Permit # the aggregate value of cash, Cash Equivalents and other tangible assets held by [[Borrower:Organization]] Australia to exceed One Million Two Hundred Fifty Thousand Dollars ($1,250,000.00) (or equivalent) at any time; provided, however, if [[Borrower:Organization]] Australia receives a tax refund in respect of its research and development activities and such tax refund causes the aggregate value of cash, Cash Equivalents and other tangible assets held by [[Borrower:Organization]] Australia to be in excess of One Million Two Hundred Fifty Thousand Dollars ($1,250,000.00) (or equivalent), [[Borrower:Organization]] Australia will not be in violation of this Section 7.12 so long as it distributes to Borrower an amount equal to such excess within ten (10) Business Days of its receipt of such refund, and # [[Borrower:Organization]] Australia to own or hold any Intellectual Property at any time (other than licenses to [[Borrower:Organization]] Australia of Intellectual Property owned by Persons who are neither Loan Parties nor Affiliates of Loan Parties and to the extent permitted by this Agreement).

Foreign Subsidiary Assets. Transfer to, license to or permit either of # Tracon Pharma International Ltd., a company organized under the laws of Ireland, or # Tracon Pharma Ltd., a company organized under the laws of England to hold or maintain # any Intellectual Property or # any other assets having an aggregate value in excess of Five Thousand Dollars ($5,000.00).

Foreign Subsidiary Stock. Notwithstanding Section 7.1, the Collateral shall include that percentage of the outstanding equity securities of Foreign Subsidiaries which would not create a material adverse tax consequence for the Borrowers, taken as a whole.

Foreign Subsidiary Assets. Permit the aggregate value of cash, Cash Equivalents and other assets held by # Puma UK to exceed Two Million Dollars ($2,000,000.00) (or equivalent) at any time and # Puma Netherlands to exceed Two Million Dollars ($2,000,000.00) (or equivalent) at any time.

Designation of Subsidiary Borrowers. Subject to the terms and conditions of this Section (including paragraph # of this Section), the Company may, at any time or from time to time, request that a wholly-owned Subsidiary specified in such notice become a party to this Agreement as a Borrower; provided that each such designation shall be subject to the prior approval of the Administrative Agent and the Lenders (which approval shall not be unreasonably withheld; it being understood and agreed that no such approval shall be required for # a Dutch Subsidiary Borrower or # a Subsidiary Borrower that is a Domestic Subsidiary). The Administrative Agent shall upon receipt of such notice from the Company promptly notify each Lender of the Company’s designation. Upon such approval and the satisfaction of the conditions specified in paragraph # of this Section, such Subsidiary shall become a party to this Agreement as a Borrower hereunder and shall be entitled to borrow Loans or request the issuance of Letters of Credit on and subject to the terms and conditions of this Agreement, and the Administrative Agent shall promptly notify the Lenders of such designation.

Designation of Subsidiary Borrowers. The Existing Credit Agreement is hereby further amended by restating [Section 2.21(a)] of the Existing Credit Agreement in its entirety to read as follows:

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