Common use of Additional Sellers Clause in Contracts

Additional Sellers. Subject to the terms and conditions of this Agreement and the other Repurchase Documents, including the separateness provisions set forth in Article 9, Pledgor may from time to time form additional Subsidiaries in order to become additional Sellers hereunder and, in each case, the initial Seller hereunder shall, within ten (10) days after such formation, (a) notify Buyer of such formation, (b) cause Pledgor to pledge in favor of Buyer all of the Equity Interests held by Pledgor in each such Subsidiary and take all such further action as Buyer shall deem reasonably necessary or advisable (including the execution of financing statements and any additional security agreements or amendments thereto) in order to effect and perfect such pledge, (c) cause such Subsidiary of Pledgor to deliver to Buyer a properly completed and duly executed Additional Seller Joinder Agreement, (d) deliver fully-executed joinder agreements relating to such additional Seller’s joinder to the Custodial Agreement, the Servicing Agreement, the Fee Letter and the Controlled Account Agreement, and cause the additional Seller to execute and deliver a new Power of Attorney to Buyer, (e) provide updated copies to Buyer of each of the legal opinions delivered to Buyer on the Closing Date, and (f) deliver to Buyer copies of all lien searches and authorizing documentation required by Buyer, including secretary’s certificates and resolutions, together with a new Compliance Certificate reflecting and confirming the addition of such Subsidiary as an additional Seller hereunder. Thereafter, upon the subsequent delivery of written notice from Buyer to the initial Seller that the related proposed additional Seller has satisfied all of Buyer’s “Know Your Customer”, Anti-Corruption Laws, Sanctions and Anti-Money Laundering Laws diligence, the proposed additional Seller shall be a Seller hereunder.

Additional Sellers. Subject Prior to the terms Closing, each Additional Seller shall place (i) one or more stock certificates, registered in such Additional Seller's name, representing the number of Seller's Shares of such Additional Seller set forth opposite such Additional Seller's name on Adjusted Annex A, duly endorsed or accompanied by duly executed stock powers in blank and conditions having all necessary stock transfer tax stamps affixed thereto at the expense of such Additional Seller in form suitable for transfer of valid title thereto to Buyer free and clear of any Encumbrances (other than restrictions on transfer under applicable Securities Laws and restrictions on transfer contained in Sections 3 and 5 of the Stockholders' Agreement) in custody, for delivery under this Agreement, under the Custody Agreement and/or (ii) a written notice, in form and substance acceptable to the Company, specifying that, effective upon consummation of the transaction contemplated by this Agreement, vested options to purchase shares of Common Stock held by such Additional Seller shall be exercised for that number of Seller's Shares of such Additional Seller set forth opposite such Additional Seller's name on Adjusted Annex A less such number of Seller's Shares represented by stock certificates placed in custody under the Custody Agreement pursuant to clause (i) above, accompanied by duly executed stock powers in blank and having all necessary stock transfer tax stamps affixed thereto at the expense of such Additional Seller in form suitable for transfer of valid title to such Seller's Shares to be issued upon exercise of such vested options to Buyer free and clear of any Encumbrances (other than restrictions on transfer under applicable Securities Laws and restrictions on transfer contained in Sections 3 and 5 of the Stockholders' Agreement) in custody, for delivery under this Agreement, under the Custody Agreement. At the Closing, the Buyer will deliver to the Custodian the Individual Closing Consideration payable to all Additional Sellers in same day funds by wire transfer to an account at a bank acceptable to the Custodian drawn to the order of the Custodian and the Custodian will (i) deliver to the Company the aggregate exercise price for all options placed in custody under the Custody Agreement to be exercised upon consummation of the transaction contemplated by this Agreement and the other Repurchase Documents, including the separateness provisions set forth in Article 9, Pledgor may from time to time form additional Subsidiaries in order to become additional Sellers hereunder and, in each case, the initial Seller hereunder shall, within ten (10) days after such formationaggregate amount of any applicable withholding Taxes, (aii) notify Buyer of such formation, (b) cause Pledgor deliver to pledge in favor of the Buyer all such Seller's Shares of the Equity Interests held by Pledgor in each such Subsidiary and take all such further action as Buyer shall deem reasonably necessary or advisable Additional Sellers (including Seller's Shares issued upon exercise of options placed in custody under the execution of financing statements Custody Agreement) and any additional security agreements or amendments thereto(iii) in order to effect and perfect such pledge, (c) cause such Subsidiary of Pledgor to deliver to Buyer a properly completed and duly executed each Additional Seller Joinder Agreement, (d) deliver fully-executed joinder agreements relating the consideration payable to such additional Seller’s joinder Additional Seller pursuant to the Custodial Agreement, the Servicing Agreement, the Fee Letter Section 1.1 and the Controlled Account Agreement, and cause the additional Seller to execute and deliver a new Power of Attorney to Buyer, (e) provide updated copies to Buyer of each of the legal opinions delivered to Buyer Custody Agreement on the Closing Date, Date less the sum of (i) the exercise price for any options placed in custody under the Custody Agreement by such Additional Seller and that were exercised upon consummation of the transactions contemplated hereby and (fii) deliver to Buyer copies the amount of all lien searches and authorizing documentation required any applicable withholding Taxes. Payment by Buyer, including secretary’s certificates and resolutions, together with a new Compliance Certificate reflecting and confirming the addition of such Subsidiary as an additional Seller hereunder. Thereafter, upon the subsequent delivery of written notice from Buyer to the initial Seller Custodian of that portion of the related proposed additional Seller has satisfied all Aggregate Purchase Price payable to the Additional Sellers in accordance with this Section 2.2 and the Custody Agreement shall fully satisfy and discharge Buyer's payment obligations due as of Buyer’s “Know Your Customer”, Anti-Corruption Laws, Sanctions and Anti-Money Laundering Laws diligence, the proposed additional Seller shall be a Seller hereunderClosing Date to the Additional Sellers.

Additional Sellers. Subject At any time prior to the terms Termination Date, Victxx xxx designate any of the Subsidiaries of Thermadyne that is a resident of the United States and of which Thermadyne owns (directly or indirectly) at least eighty percent (80%) of the issued and outstanding equity as an additional "Seller" for purposes of the Program Documents and such Subsidiary shall, subject to the conditions precedent set forth below, become a "Seller" for all purposes and to the same extent as if originally a party to the Program Documents and shall be bound by and entitled to the benefits of this Agreement and the other Repurchase Program Documents, . The addition of any Subsidiary as a "Seller" hereunder shall be subject to the satisfaction of the conditions precedent that (i) the Servicer shall have delivered to the Trustee (with a copy for the Rating Agency) a pro forma Settlement Statement for the most recent Collection Period which shall recalculate the Applicable Reserve Ratio including the separateness provisions set forth historical performance of the Receivables of such additional Seller; (ii) such additional Seller shall have executed an Assumption Agreement substantially in Article 9, Pledgor may from time to time the form additional Subsidiaries of Exhibit C (with the annexes thereto appropriately completed); (iii) except as otherwise contemplated in order to become additional Sellers hereunder and, in each caseSection 2.02(b), the initial Seller hereunder shall, within ten (10) days after such formation, (a) notify Buyer of such formation, (b) cause Pledgor to pledge in favor of Buyer all representations and warranties made by the Initial Sellers as of the Equity Interests held Effective Date shall be made by Pledgor in each such Subsidiary additional Seller as of the date of Victor's initial Purchase from it and take all such further action shall be true and correct as Buyer shall deem reasonably necessary or advisable (including the execution of financing statements and any additional security agreements or amendments thereto) in order to effect and perfect such pledge, (c) cause such Subsidiary of Pledgor to deliver to Buyer a properly completed and duly executed Additional Seller Joinder Agreement, (d) deliver fully-executed joinder agreements relating to such additional Seller’s joinder Seller in all material respects as of such date; (iv) the Servicer, TRI, the Trustee and the Rating Agency shall have received, in form and substance reasonably satisfactory to each of them, an executed copy of such Assumption Agreement and such evidence of legal existence and good standing, secretary's certificates, UCC lien search reports, UCC financing statements, legal opinions and similar documentation required of the Initial Sellers on or prior to the Custodial AgreementEffective Date and such other documentation as may be reasonably required by Victxx, XXI or the Servicing AgreementTrustee; (v) the Rating Agency Condition shall have been satisfied if after giving effect to such addition, the Fee Letter and the Controlled Account Agreement, and cause the either such additional Seller would be a Significant Seller or more than three (3) Sellers shall have been added in any fiscal year of TRI. Upon the satisfaction of all such conditions precedent with respect to execute and deliver a new Power of Attorney to Buyerany such additional Seller, (e) provide updated copies to Buyer of each of the legal opinions delivered to Buyer applicable schedules and exhibits hereto shall be automatically deemed amended in accordance with the applicable Assumption Agreement, without any further action on the Closing Date, and (f) deliver to Buyer copies part of all lien searches and authorizing documentation required by Buyer, including secretary’s certificates and resolutions, together with a new Compliance Certificate reflecting and confirming any of the addition of such Subsidiary as an additional Seller hereunder. Thereafter, upon the subsequent delivery of written notice from Buyer to the initial Seller that the related proposed additional Seller has satisfied all of Buyer’s “Know Your Customer”, Anti-Corruption Laws, Sanctions and Anti-Money Laundering Laws diligence, the proposed additional Seller shall be a Seller hereunderparties hereto.