Additional Guarantors 23 Sample Clauses

Additional Guarantors 23. 2.1. Subject to sub-clauses 19.9.2 and 19.9.3 of Clause 19.9 ("Know your customer" checks), each Obligor shall procure that any member of the Group which becomes a Material Company after the Effective Date shall as soon as possible, but in any event within 20 (twenty) Business Days of becoming a Material Company, become an Additional Guarantor. 23.2.2. If a member of the Group is required to accede and become an Additional Guarantor in order in order to comply with Clause 21.17.2 of Clause 21.17 (Guarantor Coverage), that member shall do so by no later than 20 (twenty) Business Days after the Borrower or a Lender became aware that an accession was required to ensure compliance Clause 21.17.2 of Clause 21.17 (Guarantor Coverage). 23.2.3. Subject to compliance with the provisions of Clauses 19.9.2 and 19.9.3 of Clause 19.8 ("Know your customer" checks), the Borrower may request that any of its wholly owned Subsidiaries become an Additional Guarantor. 23.2.4. A member of the Group shall become an Additional Guarantor if: 23.2.4.1. the Borrower and the proposed Additional Guarantor deliver to the Agent a duly completed and executed Accession Letter; and 23.2.4.2. the Agent has received all of the documents and other evidence listed in Part II (Conditions Precedent to be delivered by an Additional Guarantor) of Schedule 2 (Conditions precedent) in relation to that Additional Guarantor, each in form and substance satisfactory to the Agent. 23.2.5. The Agent shall notify the Borrower promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part II (Conditions Precedent to be delivered by an Additional Guarantor) of Schedule 2 (Conditions precedent). 23.3.
Sample 1
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Related to Additional Guarantors 23

  • Solvency Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Company of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. Schedule 3.1(aa) sets forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.

  • Governing Law and Jurisdiction 39.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

  • PREAMBLE The parties agree that this article constitutes the method and procedure for a final and conclusive settlement of any dispute (hereinafter referred to as "the grievance") respecting the interpretation, application, operation or alleged violation of this Collective Agreement, including a question as to whether a matter is arbitrable.

  • Representations and Warranties Borrower represents and warrants as follows:

  • Successors and Assigns Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

  • Defined Terms As used in this Agreement, the following terms have the meanings specified below:

  • Representations and Warranties of the Company The Company represents and warrants to each Underwriter that:

  • WITNESSETH That in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:

  • Definitions and Interpretation 1.1 In this Agreement:

  • Sovereign Immunity The State reserves all immunities, defenses, rights or actions arising out of the State’s sovereign status or under the Eleventh Amendment to the United States Constitution. No waiver of the State’s immunities, defenses, rights or actions shall be implied or otherwise deemed to exist by reason of the State’s entry into this Agreement.

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