Additional Subsidiaries; Additional Guarantors Clause Samples
Additional Subsidiaries; Additional Guarantors. (a) Within thirty (30) days (or such longer period as the Administrative Agent shall reasonably determine) after the acquisition or formation of any direct or indirect Restricted Subsidiary (or after any non-Wholly Owned Subsidiary (including any Joint Venture) becomes a Wholly Owned Subsidiary) of any Borrower (with any Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming a Restricted Subsidiary being deemed to constitute the acquisition of a Restricted Subsidiary) or any Subsidiary of any Borrower ceasing to be an Excluded Subsidiary:
(i) notify the Administrative Agent and the Collateral Agent thereof in writing, together with (A) jurisdiction of formation, (B) number of shares of each class of Capital Stock outstanding, (C) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrowers or any Restricted Subsidiary, and (D) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and
(ii) if such Restricted Subsidiary is a Material Domestic Subsidiary other than an Excluded Subsidiary, cause such Person to (1) become a Guarantor by executing and delivering to the Administrative Agent and the Collateral Agent a Non-Tenant Joinder Agreement or a Tenant Joinder Agreement, as applicable, or such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose, (2) deliver to the Administrative Agent and the Collateral Agent documents of the types referred to in Section 5.01(c) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (1)), all in form, content and scope reasonably satisfactory to the Administrative Agent and the Collateral Agent and (3) take all actions required by the Collateral Documents or reasonably requested by the Collateral Agent to perfect the security interests granted by such Guarantor under the Collateral Documents (including the entry into any Deposit Account Control Agreement required under this Agreement) as more fully set forth in Section 7.14 and subject to the deadlines and grace periods set forth therein.
(b) If at any time any Subsidiary that is not a Guarantor provides a guarantee of the Borrowers’ obligations in respect of the Term Loan Facility or the 2029 Notes then promptly (and in any event within ...
Additional Subsidiaries; Additional Guarantors. If any additional Subsidiary is formed or acquired after January 28, 2002 and if such Subsidiary is a Domestic Subsidiary, the Borrower will notify the Agent and the Lenders thereof and the Borrower will cause such Subsidiary to become a party to the Subsidiary Guaranty. Borrower will and will cause the Subsidiaries (including the new Subsidiary formed or acquired), to comply with its obligations under the Intercreditor Agreement and Security Agreement arising in connection with any such formation or acquisition within three Business Days after such Subsidiary is formed or acquired.
Additional Subsidiaries; Additional Guarantors. Within thirty (30) days of any Person becoming a wholly owned, direct or indirect Subsidiary of Borrower after the Closing Date (other than an Excluded Subsidiary), or after an Excluded Subsidiary ceases to qualify as such, Borrower will provide Agent with written notice thereof setting forth information in reasonable detail describing the scope and approximate amount of all assets of such Subsidiary and shall (a) cause such Subsidiary to execute and deliver to Agent a Joinder Agreement (Guarantor), (b) cause the Equity Interests in such Subsidiary (other than an SPE Subsidiary) to be pledged by joinder or amendment to the Pledge Agreement, and (c) cause such Subsidiary and each required Loan Party to deliver such additional documents and certificates under such clauses as Agent reasonably shall request, certified resolutions and other Organizational Documents and authorizing documents of such Subsidiary and favorable opinions of counsel to such Subsidiary, all in form and substance reasonably acceptable to Agent. Any document (other than opinions) or certificate delivered in connection with this §7.21 shall constitute a Loan Document. Forestar Group shall not create or acquire any Subsidiaries after the Closing Date unless such Subsidiaries are direct or indirect Subsidiaries of Borrower.
Additional Subsidiaries; Additional Guarantors. Within thirty (30) days of any Person becoming a wholly owned, direct or indirect Subsidiary of Borrower after the Closing Date (other than an Excluded Subsidiary), or after an Excluded Subsidiary ceases to qualify as such, Borrower will provide Agent with written notice thereof setting forth information in reasonable detail describing the scope and approximate amount of all assets of such Subsidiary and shall, subject to compliance with the terms of § 6.24, (a) cause such Subsidiary to execute and deliver to Agent a Joinder Agreement (Guarantor), (b) cause the Equity Interests in such Subsidiary (other than an SPE Subsidiary) to be pledged by joinder or amendment to the Pledge and Security Agreement, and (c) cause such Subsidiary and each required Loan Party to deliver such additional documents and certificates under such clauses as Agent reasonably shall request, certified resolutions and other Organizational Documents and authorizing documents of such Subsidiary and favorable opinions of counsel to such Subsidiary, all in form and substance reasonably acceptable to Agent; provided, however, that in respect of a JV Holdco only the Equity Interests in such JV Holdco shall be required to be pledged by joinder or amendment to the Pledge and Security Agreement and not any Equity Interests in any Joint Venture held by such JV Holdco. Any document (other than opinions) or certificate delivered in connection with this §7.21 shall constitute a Loan Document. Forestar Group shall not create or acquire any Subsidiaries after the Closing Date unless such Subsidiaries are direct or indirect Subsidiaries of Borrower. For avoidance of doubt, if the Credo Acquisition occurs after the Closing Date, the provisions of this §7.21 shall apply with respect to the Credo Entities.
Additional Subsidiaries; Additional Guarantors. If any additional Subsidiary is formed or acquired after the Effective Date and if such Subsidiary is a Significant Subsidiary and a Domestic Subsidiary, the Borrower will notify the Agent and the Lenders thereof and the Borrower will cause such Subsidiary to become a party to the Subsidiary Guaranty within three Business Days after such Subsidiary is formed or acquired. Notwithstanding the definition of Significant Subsidiary, the (i) total assets of the Borrower and the Guarantors (determined on a combined unconsolidated basis in accordance with GAAP) shall at all times equal or exceed 80% of the Consolidated Total Assets of the Borrower and (ii) the net income of Borrower and the Guarantors (determined on a combined unconsolidated basis in accordance with GAAP) for any four fiscal quarter period shall at all times equal or exceed 80% of the Consolidated Net Income of the Borrower (the requirements of the forgoing two clauses, the "Concentration Test"). If as of any fiscal quarter end, the Concentration Test is not met, within 60 days after the end of such fiscal quarter the Borrower shall cause a sufficient number of Domestic Subsidiaries to become Guarantors in accordance with the Subsidiary Guaranty so that after giving pro forma effect thereto as of the end of such fiscal quarter the Concentration Test shall be satisfied.
Additional Subsidiaries; Additional Guarantors. If any additional Subsidiary is formed or acquired after February 5, 2003 and if such Subsidiary is a Domestic Subsidiary, the Borrower will notify the Agent and the Lenders thereof and the Borrower will cause such Subsidiary to become a party to the Subsidiary Guaranty. Borrower will and will cause the Subsidiaries (including any new Subsidiary formed or acquired and the Synthetic Real Property Subsidiary), to comply with its obligations under the Intercreditor Agreement and Security Agreement arising in connection with any such formation or acquisition promptly after such Subsidiary is formed or acquired or, with respect to the Synthetic Real Property Subsidiary, promptly when otherwise required under the terms of the Intercreditor Agreement.
Additional Subsidiaries; Additional Guarantors. If any Domestic Subsidiary is formed or acquired after the Effective Date, the Borrower will: (i) notify the Agent thereof, and (ii) promptly after such Subsidiary is formed or acquired: (A) cause such Subsidiary to become a party to the Subsidiary Guaranty and the Security Agreement pursuant to the completion and execution of a Subsidiary Joinder Agreement (as such term is defined in the Security Agreement) and promptly take such actions to create and perfect Liens intended to be created on such Subsidiary’s accounts, Equity Interests, and related assets under the terms of the Security Agreement to secure the Obligations as the Agent shall reasonably request; and (B) cause such Subsidiary to execute and deliver any and all further documentation and take such further action as the Agent deems necessary or advisable to (1) grant, perfect and protect such Liens, (2) to evidence the authority of such Subsidiary to grant such Liens and (3) for the Agent to obtain the full benefits of this Agreement and the other Loan Documents, but subject to the exclusions set forth in the Security Agreement; and (C) cause the Equity Interest issued by such Subsidiary to be pledged pursuant to the Security Agreement by the owner thereof.
Additional Subsidiaries; Additional Guarantors. Within thirty (30) days (or such longer period as the Administrative Agent shall reasonably determine) after the acquisition or formation of any direct or indirect Restricted Subsidiary (or after any non-Wholly Owned Subsidiary (including any Joint Venture) becomes a Wholly Owned Subsidiary) of the Borrower (with any Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming a Restricted Subsidiary being deemed to constitute the acquisition of a Restricted Subsidiary) or any Subsidiary of the Borrower ceasing to be an Excluded Subsidiary:
Additional Subsidiaries; Additional Guarantors