Example ContractsClausesDesignation of Subsidiaries
Designation of Subsidiaries
Designation of Subsidiaries contract clause examples

Designation of Subsidiaries. The board of directors of Holdings may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that # immediately before and after such designation, no Default shall have occurred and be continuing, # the Consolidated Leverage Ratio is less than or equal to 4.50:1.00 (and, as a condition precedent to the effectiveness of any such designation, Holdings shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the pro forma calculations demonstrating satisfaction of such test) and # no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any Junior Financing. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by Holdings therein at the date of designation in an amount equal to the fair market value of the assets of such Subsidiary (less the amount of the Indebtedness of such Subsidiary on the date of such designation) that is allocated to the ownership interest of the relevant Group Member in such Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence, at the time of designation, of Indebtedness or Liens in such Subsidiary (equal to the amounts then owed by such Subsidiary) and a return on any Investment by Holdings in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value of the assets of such Subsidiary (less the amount of the Indebtedness of such Subsidiary on the date of such re-designation) that is allocated to the ownership interest of the relevant Group Member in such Subsidiary.

Designation of Subsidiaries. Lead Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative Agent; provided that # immediately before and after such designation, no Event of Default shall have occurred and be continuing, # in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of # the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and # the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to [clause (x) above], on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, # no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of # the ABL Credit Agreement, # the Unsecured Notes Documents or # any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, # following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, # no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), # no Borrower may be designated an Unrestricted Subsidiary and # in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of # the Subsidiary to be so designated and # its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute # the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and # a return on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead Borrower’s Investment in such Subsidiary.

Subject to Section 10.23(b[[Borrower:Organization]], the board of directors of Nexstar Media may at any time designate any Restricted Subsidiary of Nexstar Media as an Unrestricted Subsidiary or any Subsidiary of Nexstar Media that is an Unrestricted Subsidiary as a Restricted Subsidiary, provided that, notwithstanding the foregoing, none of the Intermediate Holding Companies or the Borrower may be re-designated as an Unrestricted Subsidiary. The designation of any Restricted Subsidiary of Nexstar Media as an Unrestricted Subsidiary shall constitute an Investment by the applicable Covenant Entity at the date of designation in an amount equal to the fair market value of such Covenant Entity’s Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of Nexstar Media shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

. The Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that # immediately before and after such designation, no Event of Default shall have occurred and be continuing, # any Subsidiary of an Unrestricted Subsidiary will automatically be deemed to be an Unrestricted Subsidiary, # immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenant set forth in [Section 7.12], # the Borrower shall not be designated as an Unrestricted Subsidiary, # immediately after giving effect to such designation, the Subsidiary is not party to any transaction or arrangement with the Borrower or any Restricted Subsidiary that would not be permitted under [Section 6.10], # each of # the Subsidiary to be so designated and # its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee, or otherwise become directly or indirectly liable with respect to any Debt pursuant to which the lender has recourse to any of the assets of the Borrower or any Restricted Subsidiary except for Debt that could otherwise be incurred by the Borrower or such Restricted Subsidiary hereunder and, if such Debt is secured, the Liens securing such Debt are permitted to be incurred by the Borrower or such Restricted Subsidiary hereunder (provided that any such Debt shall be deemed incurred hereunder by the Borrower or such Restricted Subsidiary, as the case may be) and # no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of any Permitted Incremental Equivalent Debt, Permitted Other Debt or any Credit Agreement Refinancing Debt. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the applicable Restricted Companies therein at the date of designation in an amount equal to the net book value (or, in the case of any guarantee or similar Investment, the amount) of the Restricted Companies’ Investments therein (and such designation shall only be permitted to the extent such Investment is permitted under [Section 7.6]). If any Person becomes a Restricted Subsidiary on any date after the Closing Date (including by redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), the Debt, Liens and Investments of such Person outstanding on such date will be deemed to have been incurred by such Person on such date for purposes of [Sections 7.1, 7.2 and 7.6]6], respectively, but will not be considered the sale or issuance of Capital Stock for purposes of [Section 7.5]. Upon a re-designation of such Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have a permanent Investment in the re-designated Restricted Subsidiary in an amount (if positive) equal to # the Borrower’s “Investment” in such Person at the time of such re-designation, less # the portion of the fair market value of the net assets of such Person attributable to the Borrower’s equity therein at the time of such re-designation.

Subject to Section 10.23(b[[Borrower:Organization]], the board of directors of the Borrower may, together with the board of directors of Nexstar Media, at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Subsidiary of the Borrower that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the applicable Covenant Entity at the date of designation in an amount equal to the fair market value of such Covenant Entity’s Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

. The Borrower may at any time designate any Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by delivering to the Administrative Agent a certificate of an Responsible Officer of the Borrower specifying such designation and certifying that the conditions to such designation set forth in this [Section 6.15] are satisfied; provided that:

Designation of Subsidiaries. Lead Borrower may at any time and from time to time after the Closing Date designate any Restricted Subsidiary of Lead Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by written notice to the Administrative Agent; provided that # immediately before and after such designation, no Event of Default shall have occurred and be continuing, # in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, such designation shall constitute an Investment in such Unrestricted Subsidiary (calculated as an amount equal to the sum of # the fair market value of the Equity Interests of the designated Subsidiary and any of its Subsidiaries that are owned by Lead Borrower or any Restricted Subsidiary, immediately prior to such designation (such fair market value to be calculated without regard to any Obligations of such designated Subsidiary or any of its Subsidiaries under the Guaranty Agreement) and # the aggregate principal amount of any Indebtedness owed by such Subsidiary and any of its Subsidiaries to Lead Borrower or any of its Restricted Subsidiaries immediately prior to such designation, all calculated, except as set forth in the parenthetical to [clause (x) above], on a consolidated basis in accordance with U.S. GAAP), and such Investment shall be permitted under Section 10.05, # no Subsidiary may be designated as an Unrestricted Subsidiary if it or any of its Subsidiaries is a “Restricted Subsidiary” for the purpose of # the ABL Credit Agreement, # the Second Lien Credit Agreement or # any Refinancing Notes Indenture, any Permitted Pari Passu Notes Document, any Permitted Junior Notes Document or other debt instrument, in each case of this clause (III), with a principal amount in excess of the Threshold Amount, # following the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, Lead Borrower shall comply with the provisions of Section 9.12 with respect to such designated Restricted Subsidiary, # no Restricted Subsidiary may be a Subsidiary of an Unrestricted Subsidiary (and any Subsidiary of an Unrestricted Subsidiary that is acquired or formed after the date of designation shall automatically be designated as an Unrestricted Subsidiary), # no Borrower may be designated an Unrestricted Subsidiary and # in the case of the designation of any Subsidiary as an Unrestricted Subsidiary, each of # the Subsidiary to be so designated and # its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Lead Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute # the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary and its Subsidiaries existing at such time and # a return on any Investment by Lead Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Lead Borrower’s Investment in such Subsidiary.

Subject to Section 10.23(b[[Borrower:Organization]], the board of directors of the Borrower may, together with the board of directors of Nexstar Media, at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Subsidiary of the Borrower that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the applicable Covenant Entity at the date of designation in an amount equal to the fair market value of such Covenant Entity's Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

Subject to Section 10.23(b[[Borrower:Organization]], the board of directors of the Borrower may, together with the board of directors of Nexstar Media, at any time designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Subsidiary of the Borrower that is an Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the applicable Covenant Entity at the date of designation in an amount equal to the fair market value of such Covenant Entity'’s Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary of the Borrower shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary by delivering to the Administrative Agent a certificate of a Responsible Officer specifying such designation and certifying that the conditions to such designation set forth in this Section 6.11 are satisfied; provided that:

Next results

Draft better contracts
faster with AllDrafts

AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.

And AllDrafts generates clean Word and PDF files from any draft.