Additional Material Subsidiaries. Notify the Administrative Agent if any of the following occurs (each, a “New Material Subsidiary Event”)
(i) any entity (other than Rendezvous Gas or an Affiliate Non-Wholly Owned Subsidiary) becomes a Material Subsidiary, (ii) any Material Subsidiary (other than Rendezvous Gas or an Affiliate Non-Wholly Owned Subsidiary) is created or acquired or otherwise becomes owned directly or indirectly by the Parent Guarantor or (iii) Rendezvous Gas becomes, or any Affiliate Non-Wholly Owned Subsidiary becomes, a Wholly Owned Subsidiary. Promptly (and in any event within thirty (30) days (or such greater number of days as may be agreed by the Administrative Agent)) after such New Material Subsidiary Event, cause such Material Subsidiary (in the case of clause (i) or (ii)), or cause Rendezvous Gas or such Affiliate Non-Wholly Owned Subsidiary if it is a Material Subsidiary at such time (in the case of clause (iii)), to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) xxxxx x Xxxx on assets and property owned by such Subsidiary in accordance with Section 6.11(a) by delivering to the Administrative Agent a duly executed supplement to each Security Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each such Security Agreement, (iii) deliver to the Administrative Agent such documents, certificates and opinion of counsel, each of the type referred to in Section 4.02(b)(i) and (ii), as may be reasonably requested by the Administrative Agent, (iv) to the extent not previously delivered, deliver to the Administrative Agent such original stock or other certificates and stock or other transfer powers evidencing the Equity Interests issued by such Material Subsidiary and evidencing Equity Interests owned by such Material Subsidiary, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with respect to such Material Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with the foregoing, in form, content and scope reasonably satisfactory to the Administrative Agent.
Additional Material Subsidiaries. If any consolidated Subsidiary of the Company (other than a New Subsidiary to the extent addressed in Section 7.2(K)(i)) becomes a Material Subsidiary (other than an Excluded Foreign Subsidiary), the Company shall cause any such Material Subsidiary to deliver to the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the date on which such consolidated Subsidiary became a Material Subsidiary.
Additional Material Subsidiaries. If any consolidated Subsidiary of the Company (other than a newly acquired or formed Subsidiary to the extent addressed in Section 6.13(a)) becomes a Material Subsidiary (other than an Excluded Foreign Subsidiary), the Company shall cause any such Material Subsidiary to deliver to the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and, if requested by the Administrative Agent or delivered under any other Transaction Facility (or any Permitted Refinancing thereof), appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days (or such later date as the Administrative Agent may agree) following the date on which such consolidated Subsidiary became a Material Subsidiary.
Additional Material Subsidiaries. Notify the Administrative Agent of the creation or acquisition of any Material Subsidiary or upon any Non-Material Subsidiary becoming a Material Subsidiary and promptly thereafter (and in any event within thirty (30) days after such creation, acquisition or occurrence), cause such Person to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Agreement or such other document as the Administrative Agent shall deem reasonably necessary for such purpose, (ii) deliver to the Administrative Agent such documents and certificates referred to in Section 5.1 as may be reasonably requested by the Administrative Agent, (iii) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person, and (iv) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.
Additional Material Subsidiaries. As soon as available, but in no event later than five Business Days after any Responsible Officer of the Borrower becomes aware of the same, any Subsidiary (other than AE Capital) becoming a Material Subsidiary.
Additional Material Subsidiaries. If any consolidated Subsidiary of the Borrower (other than a New Subsidiary to the extent addressed in Section 7.2(K)(i) above) becomes a Material Subsidiary, the Borrower shall or shall cause its applicable parent Subsidiary as promptly as possible (but in any event within sixty (60) days following the date on which such Subsidiary becomes a Material Subsidiary) to (a) execute a Pledge Agreement with respect to one hundred percent (100%) of the Capital Units of such Material Subsidiary, and (b) in each case, deliver and cause each such parent Subsidiary and Material Subsidiary, as appropriate, to deliver corporate or similar resolutions, opinions of counsel, stock certificates, stock powers and such other corporate documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent.
Additional Material Subsidiaries. Within 30 days following each June 30 and December 31 during the term of this Agreement, cause each Subsidiary (whether a Domestic Subsidiary or a Foreign Subsidiary) that became a Material Subsidiary during the six-month period ended on such date to become a Guarantor by executing and delivering to Lender a counterpart of the Guaranty or such other documentation as Lender will deem appropriate for such purpose, and deliver such other documents, instruments, and agreements as Lender reasonably requests; provided, that a Foreign Subsidiary which is a Material Subsidiary shall not be required to execute a Guaranty for so long as (and only for so long as) such execution would result in material and adverse tax consequences to Borrower or such Foreign Subsidiary. If Borrower determines that the execution and delivery by a Foreign Subsidiary of a Guaranty would result in material and adverse tax consequences to Borrower or such Foreign Subsidiary, Borrower shall deliver to Lender, (a) on or prior to the date such Foreign Subsidiary would otherwise be required to execute and deliver such Guaranty, a written explanation of such material and adverse tax consequences in detail reasonably satisfactory to Lender, and (b) within 30 days following each June 30 and December 31 thereafter, a written explanation that the conditions that would result in such material and adverse tax consequences if such Foreign Subsidiary were to execute a Guaranty are continuing, in detail reasonably satisfactory to Lender.
Additional Material Subsidiaries. Within 10 Business Days of any Person becoming a Material Subsidiary after the Agreement Date, the Borrower shall deliver to the Agent each of the items that would be required to be delivered under Section 9.6. if such Material Subsidiary were a New Subsidiary being acquired pursuant to an Acquisition (but only to the extent such items have not otherwise been delivered to the Agent under such Section or otherwise). Notwithstanding any provision of this Agreement or any other Loan Document, (a) no Foreign Subsidiary shall be required to execute and deliver a Guaranty and (b) a Loan Party shall only be obligated to pledge under the Pledge Agreement the maximum amount of the total combined voting power of all classes of stock entitled to vote of its respective Foreign Subsidiaries that it may so pledge without such Foreign Subsidiary being deemed to be holding United States property by virtue of 26 C.F.R. ss. 1.956-2(c)(2).
Additional Material Subsidiaries. If at any time a Borrower establishes or acquires a Material Subsidiary, such Borrower shall immediately cause such Material Subsidiary to become a guarantor by entering into a guarantee in substantially the same form as the guarantee referred to in Section 6.1(a) above and deliver other security documents similar to those referred to in Section 6.1, which documents shall be Security Documents for the purpose hereof, and cause the delivery of such legal opinions, and other supporting documents as the Credit Facility Lenders may reasonably require and such Material Subsidiary shall be subject to all of the terms of this Agreement applicable to a Material Subsidiary.
Additional Material Subsidiaries. (a) The Borrower will cause any Person that becomes a Material Subsidiary after the date hereof (i) to execute and deliver to the Agent, within ten Business Days of becoming a Material Subsidiary, a counterpart of the Guaranty or a new guaranty in substantially the form of the Guaranty, in each case guarantying the obligations of the Borrower hereunder and (ii) to deliver to the Agent evidence of action of its board of directors or other governing body authorizing the execution, delivery and performance thereof.
(b) If (i) as of the end of any fiscal year of the Borrower, the assets of any Guarantor (other than an Original Guarantor) comprise less than 5% of the Consolidated Assets of the Borrower and its Subsidiaries, and the revenue attributable to any such Guarantor (other than an Original Guarantor) comprises less than 5% of the consolidated revenue of the Borrower and its Subsidiaries for such fiscal year, or (ii) the Borrower or any Subsidiary sells or otherwise transfers all of the capital stock of any Guarantor to any Person which is not the Borrower or a Subsidiary or liquidates or dissolves any Guarantor in a transaction which, in any case described in this clause (b), is not otherwise prohibited by the terms of this Agreement, the Agent will, on behalf of the Lenders, execute and deliver to the Borrower a release of such Guarantor from its obligations under the Guaranty, provided that to the extent that any proceeds of any sale, transfer, liquidation or dissolution described in clause (ii) exceed $1,000,000, such transaction must be structured so that such proceeds are ultimately retained by the Borrower or by a Guarantor.
