Additional Collateral; Guarantors Sample Clauses
Additional Collateral; Guarantors. (a) From and after the Tranche A Closing Date, except as otherwise approved in writing by the Collateral Agent, each Credit Party shall cause each of its Subsidiaries (other than Excluded Subsidiaries), and the Issuer may at its election cause any of its Excluded Subsidiaries (and the Collateral Agent and Lenders shall co-operate with any such election) to guarantee the Obligations and to cause each such Subsidiary to grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, a first priority security interest in and Lien upon (subject to Permitted Liens), all of such Subsidiary’s properties and assets constituting Collateral, whether now existing or hereafter acquired or existing (including in connection with an Asset Acquisition), to secure such guaranty; provided, that such Credit Party’s obligations to take the foregoing actions with respect to any assets acquired as part of an Asset Acquisition and to cause any Subsidiaries incorporated, organized, formed or acquired (including by Stock Acquisition) after the Tranche A Closing Date, including all such Subsidiary’s properties and assets (including in connection with an Asset Acquisition), or incorporated or formed in Italy as at the Tranche A Closing Date, to take the foregoing actions shall, in each case, be subject to the timing requirements of Section 5.13 or Section 5.14, as applicable. Furthermore, except as otherwise approved in writing by the Collateral Agent, each Credit Party, from and after the Tranche A Closing Date, shall, and shall cause each of its Subsidiaries to, grant the Collateral Agent, for the benefit of Lenders and the other Secured Parties, a first priority security interest in and Lien upon (subject to Permitted Liens, the limitations set forth herein and the limitations set forth in the other Loan Documents), all of the Equity Interests (other than Excluded Equity Interests) in each of its Subsidiaries (other than Excluded Subsidiaries) provided, that such Credit Party’s obligations to do the foregoing with respect to the Equity Interests in any Subsidiary in existence on the Tranche A Closing Date incorporated or formed in Italy shall be subject to the timing requirements of Section 5.14. In connection with each pledge of certificated Equity Interests required under the Loan Documents, the Credit Parties shall deliver, or cause to be delivered, to the Collateral Agent, such certificate(s) together with stock powers or assignments, as applicable, p...
Additional Collateral; Guarantors. (a) With respect to any Person that, subsequent to the Closing Date, becomes a Restricted Subsidiary (other than a Foreign Subsidiary), promptly: (i) cause all of the Equity Interests of such Person owned by the Borrower and any Restricted Subsidiary to be pledged to the Administrative Agent, for the ratable benefit of the Lenders, pursuant to a supplement to the Pledge Agreement, and take all actions reasonably necessary or advisable to cause the Lien thereon to be duly perfected in accordance with all applicable Requirements of Law, and deliver any certificates representing such Equity Interests to the Administrative Agent, together with undated stock powers executed and delivered in blank by a duly authorized Responsible Officer of the Borrower or such Restricted Subsidiary, as the case may be, and (ii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(b) With respect to any Person that, subsequent to the Closing Date, becomes a Restricted Subsidiary and is a Foreign Subsidiary that is directly owned by the Borrower or a Domestic Subsidiary, promptly: (i) execute and deliver to the Administrative Agent a supplement to the Pledge Agreement to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Equity Interests of such Subsidiary which is owned by the Borrower or any Domestic Subsidiary (provided that in no event shall more than 65% of the Equity Interests of any such Foreign Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent any certificates representing such Equity Interests, together with undated stock powers executed and delivered in blank by a duly authorized Responsible Officer of the Borrower or such Restricted Subsidiary, as the case may be, and take or cause to be taken all such other actions under the law of the jurisdiction of organization of such Foreign Subsidiary as may be reasonably necessary or advisable to perfect such Lien on such Equity Interests and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) I...
Additional Collateral; Guarantors. Without limiting the generality of Section 6.13 and except as otherwise approved in writing by Lender, the Credit Parties shall cause each of their Subsidiaries to, in each case, guarantee the Obligations and to cause each such Subsidiary to grant to Lender a security interest in, all of such Subsidiary’s property and assets to secure such guaranty. Furthermore and except as otherwise approved in writing by Lender, each Credit Party shall, and shall cause each of its Subsidiaries to, pledge all of the Equity Interests of each of its Subsidiaries, in each instance, to Lender to secure the Obligations. In connection with each pledge of Equity Interests, the Credit Parties shall deliver, or cause to be delivered, to Lender, irrevocable proxies and stock powers or assignments, as applicable, duly executed in blank or, solely where such proxies, powers or assignments would not be applicable, otherwise make appropriate entries regarding such pledge in relevant Credit Party’s share register.
Additional Collateral; Guarantors. 37 5.13. Formation or Acquisition of Subsidiaries; Discretionary Guarantors ............................................. 38 5.14. Post-Closing Requirements ............................................................................................................. 38 5.15. Environmental ................................................................................................................................. 39 5.16. Inventory; Returns; Maintenance of Properties............................................................................... 40 5.17. Regulatory Obligations, Maintenance of Regulatory Approval or Licensure, Manufacturing, Marketing, and Distribution .................................................................................. 40 6
Additional Collateral; Guarantors. Without limiting the generality of Sections 6.9 and 6.10, and except as otherwise approved in writing by Lender, each Credit Party shall cause each of their Subject Subsidiaries, including any Subsidiary that becomes a Subject Subsidiary at any time after the Closing Date, to guarantee the Obligations and to cause each such Subject Subsidiary to grant to Lender a security interest in, all of such Subject Subsidiary’s assets and property (other than Excluded Assets) constituting Collateral to secure such guaranty, except, in each case, if and to the extent such guarantee or grant is expressly prohibited under the Indenture; and
Additional Collateral; Guarantors. 55 7.10 Maintenance and Operation of Property.................................................................56 7.11 Further Assurances....................................................................................56 7.12 Hedging Agreements....................................................................................56 7.13 Title Information.....................................................................................57 7.14 Mortgaged Properties..................................................................................57 7.15 Additional Collateral; Borrowing Base.................................................................58 SECTION 8 NEGATIVE COVENANTS.....................................................................................59 8.1
Additional Collateral; Guarantors. 55 7.10 Maintenance and Operation of Property.................................................................56 7.11 Further Assurances....................................................................................56 7.12 Hedging Agreements....................................................................................56 7.13 Title Information.....................................................................................57 7.14 Mortgaged Properties..................................................................................57 7.15 Additional Collateral; Borrowing Base.................................................................58 SECTION 8 NEGATIVE COVENANTS.....................................................................................59 8.1