Common use of Additional Subsidiary Guarantees Clause in Contracts

Additional Subsidiary Guarantees. If Abraxas or any of its Restricted Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, any property to any Restricted Subsidiary that is not a Subsidiary Guarantor, or if Abraxas or any of its Restricted Subsidiaries shall organize, acquire or otherwise invest in or hold an Investment in another Restricted Subsidiary having total consolidated assets with a book value in excess of $500,000 that is not a Subsidiary Guarantor, then such transferee or acquired or other Restricted Subsidiary shall (a) execute and deliver to the Trustee a Guarantee substantially the form of Exhibit F, pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuers' obligations under the Notes and this Indenture on the terms set forth in this Indenture, (b) grant to the Trustee a Lien on substantially all its Oil and Gas Assets, and (c) deliver to the Trustee an Opinion of Counsel and an Officers' Certificate, stating that no Event of Default shall occur as a result of such supplemental indenture, that it complies with the terms of this Indenture and that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary. Thereafter, such Restricted Subsidiary shall be a Subsidiary Guarantor for all purposes of this Indenture.

Appears in 1 contract

Samples: Indenture (Canadian Abraxas Petroleum LTD)

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Additional Subsidiary Guarantees. If Abraxas the Issuer or any of its Restricted Subsidiaries transfers acquires or causes to be transferred, in one transaction or a series of related transactions, any property to any Restricted Subsidiary that is not a Subsidiary Guarantor, or if Abraxas or any of its Restricted Subsidiaries shall organize, acquire or otherwise invest in or hold an Investment in creates another Restricted Subsidiary having total consolidated assets with a book value in excess of $500,000 that is not a Subsidiary Guarantorafter the Issue Date, then the Issuer shall cause such transferee or acquired or other Restricted Subsidiary shall to: (a1) execute and deliver to the Trustee a Guarantee substantially supplemental indenture in form reasonably satisfactory to the form of Exhibit F, Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee Guarantee on a senior unsecured basis all of the Issuers' Issuer’s obligations under the Notes and this Indenture on the terms set forth in this Indenture; (2) to the extent that the exchange offer (or filing of a registration statement) pursuant to the Registration Rights Agreement has not been consummated or filed, (b) grant as applicable, execute and deliver to the Trustee a Lien on substantially all its Oil joinder, amendment, supplement or other instrument pursuant to which such Restricted Subsidiary becomes a party to the Registration Rights Agreement; (3) take such further action and Gas Assets, execute and deliver such other documents necessary to effectuate the foregoing; and (c4) deliver to the Trustee an Opinion of Counsel and an Officers' Certificate, stating that no Event of Default shall occur as a result of such supplemental indenture, that it complies with the terms of this Indenture and that such supplemental indenture has and any other documents required to be delivered have been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a constitute legal, valid, binding and enforceable obligation obligations of such Restricted Subsidiary. Thereafter, Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Restricted Subsidiary shall be as provided for in this Indenture; provided, however, that any Restricted Subsidiary that constitutes an Immaterial Subsidiary need not become a Subsidiary Guarantor for all purposes of this Indentureuntil such time as it ceases to be an Immaterial Subsidiary.

Appears in 1 contract

Samples: Indenture (GMX Resources Inc)

Additional Subsidiary Guarantees. All Subsidiaries of the Issuer shall be Subsidiary Guarantors. If Abraxas or any Subsidiary of its Restricted Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, any property to any Restricted Subsidiary that the Issuer is not a Subsidiary Guarantorformed after the Issue Date, or if Abraxas or any of its Restricted Subsidiaries shall organize, acquire or a Person otherwise invest in or hold an Investment in another Restricted Subsidiary having total consolidated assets with a book value in excess of $500,000 that is not becomes a Subsidiary Guarantorof the Issuer after the Issue Date, then the Issuer shall cause such transferee or acquired or other Restricted Subsidiary shall to (a) execute and deliver to the Trustee a Guarantee supplement to this Indenture substantially in the form of Exhibit EXHIBIT F, pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuers' Issuer's obligations under the Notes and this Indenture on the terms set forth in this Indenture, ; (b) grant to the Trustee a second priority Lien (subject to certain Permitted Liens) on substantially all its of the current and future Oil and Gas AssetsAssets of such Subsidiary, and substantially all of its other current and future assets using applicable Security Documents substantially in the same form as those executed and delivered on the Issue Date; and (c) deliver to the Trustee an Opinion of Counsel and an Officers' Certificate, stating that no Event of Default shall occur as a result of such supplemental indentureindenture or Security Documents, that it each such instrument complies with the terms of this Indenture and that each such supplemental indenture instrument has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary. Thereafter, such Restricted Subsidiary shall be a Subsidiary Guarantor for all purposes of this Indenture.

Appears in 1 contract

Samples: Indenture (Abraxas Petroleum Corp)

Additional Subsidiary Guarantees. If Abraxas The Issuer shall cause each Restricted Subsidiary, other than a Foreign Subsidiary created or any acquired by the Issuer or one or more of its Restricted Subsidiaries transfers or causes Subsidiaries, to be transferred, in one transaction or execute and deliver a series of related transactions, any property to Subsidiary Guarantee; provided that any Restricted Subsidiary that is constitutes an Immaterial Subsidiary need not become a Subsidiary Guarantor, or if Abraxas or any of its Restricted Subsidiaries shall organize, acquire or otherwise invest in or hold Guarantor until such time as it ceases to be an Investment in another Restricted Subsidiary having total consolidated assets with a book value in excess of $500,000 that is not Immaterial Subsidiary. If required to execute and deliver a Subsidiary GuarantorGuarantee pursuant to this paragraph, then such transferee or acquired or other Restricted Subsidiary shall shall: (a1) execute and deliver to the Trustee a Guarantee substantially supplemental indenture in form reasonably satisfactory to the form of Exhibit F, Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuers' Issuer’s obligations under the Notes and this Indenture on the terms set forth in this Indenture, ; (b) grant to the Trustee a Lien on substantially all its Oil and Gas Assets, and (c2) deliver to the Trustee an Opinion of Counsel and an Officers' Certificate, stating that no Event of Default shall occur as a result of such supplemental indenture, that it complies with the terms of this Indenture and that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary. Thereafter, such Restricted Subsidiary shall be a Subsidiary Guarantor for all purposes of this Indenture; and (3) become a party to the Intercreditor Agreement and the Security Documents and shall take such actions as are reasonably necessary or advisable to grant the Collateral Agent, for the benefit of the Holders of the Notes and the Trustee, a perfected Second-Priority Lien on any Collateral held by such Restricted Subsidiary, subject to Permitted Liens.

Appears in 1 contract

Samples: Indenture (Atp Oil & Gas Corp)

Additional Subsidiary Guarantees. If Abraxas the Company or any of its Restricted Subsidiaries transfers acquires or causes to be transferred, in one transaction or a series of related transactions, any property to any creates another Domestic Restricted Subsidiary that is not a Subsidiary Guarantorafter the Issue Date (other than an Unrestricted Subsidiary), or if Abraxas or any of its Restricted Subsidiaries then the Company shall organize, acquire or otherwise invest in or hold an Investment in another cause such Domestic Restricted Subsidiary having total consolidated assets with a book value in excess of $500,000 that is not a Subsidiary Guarantor, then such transferee or acquired or other Restricted Subsidiary shall to: (a1) execute and deliver to the Trustee a Guarantee substantially supplemental indenture in form reasonably satisfactory to the form of Exhibit F, Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee on a senior unsecured basis all of the Issuers' Company's obligations under the Notes and this Indenture on the terms set forth in this Indenture; provided, (b) grant that Inertia Dynamics LLC will not execute and deliver such supplemental indenture until consummation of the exchange offer of the Senior Secured Notes pursuant to the Registration Rights Agreement dated November 30, 2004, between the Company and Xxxxxxxxx & Company, Inc.; (2) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee a Lien on substantially all its Oil and Gas Assets, and to effectuate the foregoing; and (c3) deliver to the Trustee an Opinion of Counsel and an Officers' Certificate, stating that no Event of Default shall occur as a result of such supplemental indenture, that it complies with the terms of this Indenture and that such supplemental indenture has and any other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Restricted Subsidiary shall be a Subsidiary Guarantor for all purposes of this Indenture.

Appears in 1 contract

Samples: Indenture (Altra Industrial Motion, Inc.)

Additional Subsidiary Guarantees. If Abraxas the Company or any of its Restricted Subsidiaries transfers acquires or causes to be transferred, in one transaction or a series of related transactions, any property to any creates another Domestic Restricted Subsidiary that is not a Subsidiary Guarantorafter the Issue Date (other than an Unrestricted Subsidiary), or if Abraxas or any of its Restricted Subsidiaries then the Company shall organize, acquire or otherwise invest in or hold an Investment in another cause such Domestic Restricted Subsidiary having total consolidated assets with a book value in excess of $500,000 that is not a Subsidiary Guarantor, then such transferee or acquired or other Restricted Subsidiary shall to: (a1) execute and deliver to the Trustee a Guarantee substantially supplemental indenture in form reasonably satisfactory to the form of Exhibit F, Trustee pursuant to which such Domestic Restricted Subsidiary shall fully and unconditionally guarantee on a senior unsecured basis all of the Issuers' Company's obligations under the Notes and this Indenture on the terms set forth in this Indenture, ; (b2) grant to take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee a Lien on substantially all its Oil and Gas Assets, and to effectuate the foregoing; and (c3) deliver to the Trustee an Opinion of Counsel and an Officers' Certificate, stating that no Event of Default shall occur as a result of such supplemental indenture, that it complies with the terms of this Indenture and that such supplemental indenture has and any other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation obligations of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Subsidiary Guarantor for all purposes of this Indenture.

Appears in 1 contract

Samples: Indenture (Hawk Corp)

Additional Subsidiary Guarantees. If Abraxas or any of its Restricted Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, any property to any Restricted Subsidiary that is not a Subsidiary Guarantor, or if Abraxas or any of its Restricted Subsidiaries shall organize, acquire or otherwise invest in or hold an Investment in another Restricted Subsidiary having total consolidated assets with a book value in excess of $500,000 that is not a Subsidiary Guarantor, then such transferee or acquired or other Restricted Subsidiary shall (a) execute and deliver to the Trustee a Guarantee supplement to this Indenture substantially in the form of Exhibit F, pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuers' obligations under the Notes and this Indenture on the terms set forth in this Indenture, (b) grant to the Trustee a second priority Lien on substantially all its Oil and Gas Assets, subject only to Permitted Liens, pursuant to such Security Documents as the Trustee may require for such purpose, and (c) deliver to the Trustee an Opinion of Counsel and an Officers' Certificate, stating that no Event of Default shall occur as a result of such supplemental indentureindenture or Security Documents, that it each such instrument complies with the terms of this Indenture and that each such supplemental indenture instrument has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary. Thereafter, such Restricted Subsidiary shall be a Subsidiary Guarantor for all purposes of this Indenture.

Appears in 1 contract

Samples: Indenture (Canadian Abraxas Petroleum LTD)

Additional Subsidiary Guarantees. If Abraxas or any The Company shall cause each of its existing and future Restricted Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, any property to any Restricted Subsidiary that is not a Domestic Subsidiary to become a Subsidiary Guarantor, or if Abraxas or any of its Restricted Subsidiaries shall organize, acquire or otherwise invest in or hold an Investment in another Restricted Subsidiary having total consolidated assets with a book value in excess of $500,000 that is not a Subsidiary Guarantor, then such transferee or acquired or other Restricted Subsidiary shall (a) execute Guarantor by executing and deliver delivering to the Trustee (i) a Guarantee substantially supplemental indenture in form and substance satisfactory to the form Trustee, which subjects such Person to the provisions (including the representations and warranties) of Exhibit F, pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuers' obligations under the Notes and this Indenture on the terms set forth in this Indenture, (b) grant to the Trustee as a Lien on substantially all its Oil and Gas Assets, Subsidiary Guarantor and (cii) deliver to the Trustee an Opinion of Counsel and an Officers' Certificate, stating that no Event of Default shall occur as a result of such supplemental indenture, that it complies with ’ Certificate to the terms of this Indenture and effect that such supplemental indenture has been duly authorized, authorized and executed and delivered by such Restricted Subsidiary Person and constitutes a the legal, valid, binding and enforceable obligation of such Restricted SubsidiaryPerson (subject to such customary exceptions concerning creditors’ rights and equitable principles as may be acceptable to the Trustee and provided that no opinion need be rendered concerning the enforceability of the Subsidiary Guarantee). ThereafterIn addition, such the Company may, at its option, cause any other Restricted Subsidiary shall be to become a Subsidiary Guarantor for all purposes by executing and delivering to the Trustee a supplemental indenture in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this IndentureIndenture as a Subsidiary Guarantor. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by the Company and the Subsidiary Guarantors.

Appears in 1 contract

Samples: Supplemental Indenture (Esterline Technologies LTD)

Additional Subsidiary Guarantees. If Abraxas The Company shall cause (a) each of Xxxxxx and its Domestic Subsidiaries no later than the fifteenth Business Day following the full and complete consummation of the Xxxxxx Acquisition and (b) each other Domestic Subsidiary acquired or created after the Issue Date by the Company or any of its Restricted Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, any property to any Restricted Subsidiary that is not a Subsidiary Guarantor, or if Abraxas or any of its Restricted Subsidiaries shall organize, acquire or otherwise invest in or hold an Investment in another Restricted Subsidiary having total consolidated assets with a book value in excess of $500,000 that is not a Subsidiary Guarantor, then such transferee or acquired or other Restricted Subsidiary shall to: (a1) execute and deliver to the Trustee a Guarantee supplemental indenture substantially in the form of Exhibit F, F hereto pursuant to which such Restricted Domestic Subsidiary shall unconditionally guarantee on a senior secured basis all of the Issuers' Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenture, ; (b2) take such actions necessary or advisable to grant to the Trustee Collateral Agent for the benefit of the Holders a Lien on substantially all its Oil perfected security interest in the assets of such new Domestic Subsidiary of the type that would constitute Collateral (which for the avoidance of doubt shall not include any Excluded Assets), subject to the Permitted Liens, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law; (3) take such further action and Gas Assets, execute and deliver such other documents specified in this Indenture or otherwise necessary to effectuate the foregoing; and (c4) deliver to the Trustee an Opinion of Counsel and an Officers' Certificate, stating that no Event of Default shall occur as a result of such supplemental indenture, that it complies with the terms of this Indenture and that such supplemental indenture has and any other documents required to be delivered have been duly authorized, executed and delivered by such Restricted Domestic Subsidiary and constitutes a legal, valid, binding and enforceable obligation obligations of such Restricted SubsidiaryDomestic Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Subsidiary as provided for in this Indenture. Thereafter, such Restricted Domestic Subsidiary shall be a Subsidiary Guarantor for all purposes of this Indenture.

Appears in 1 contract

Samples: Indenture (Kratos Defense & Security Solutions, Inc.)

Additional Subsidiary Guarantees. If Abraxas or any of its Restricted Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, any property to any Restricted Subsidiary that is not (i) becomes a Subsidiary Guarantorguarantor, borrower and/or issuer in respect of the Senior Secured Credit Facilities or (ii) if Abraxas the Senior Secured Credit Facilities have been terminated, becomes a guarantor of any other issue of Indebtedness of $25.0 million or more in aggregate principal amount (per issue) of the Issuer or any of its Restricted Subsidiaries shall organize, acquire or otherwise invest in or hold an Investment in another Restricted Subsidiary having total consolidated assets with a book value in excess of $500,000 that is not a Subsidiary Guarantor, then such transferee or acquired or other that Restricted Subsidiary shall must become a Guarantor and shall, concurrently with the Guarantee of such Indebtedness: (a1) execute and deliver to the Trustee a Guarantee substantially supplemental indenture in form reasonably satisfactory to the form of Exhibit F, Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuers' Issuer’s obligations under the Notes and this Indenture on the terms set forth in this Indenture, ; and (b) grant to the Trustee a Lien on substantially all its Oil and Gas Assets, and (c2) deliver to the Trustee an Opinion of Counsel and an Officers' Certificate, stating that no Event of Default shall occur as a result of such supplemental indenture, that it complies with the terms of this Indenture and that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, valid and legally binding and enforceable obligation of such Restricted Subsidiary, subject to customary exceptions. Thereafter, such Restricted Subsidiary shall be a Subsidiary Guarantor for all purposes of this Indenture. Notwithstanding the preceding paragraph, any Subsidiary Guarantee will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05.

Appears in 1 contract

Samples: Indenture (Trestle Transport, Inc.)

Additional Subsidiary Guarantees. If Abraxas or any of its Restricted Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, any property to any Restricted Subsidiary that is not (i) becomes a Subsidiary Guarantorguarantor, borrower and/or issuer in respect of the Senior Secured Credit Facilities or (ii) if Abraxas the Senior Secured Credit Facilities have been terminated, becomes a guarantor of any other issue of Indebtedness of $50.0 million or more in aggregate principal amount (per issue) of the Issuer or any of its Restricted Subsidiaries shall organize, acquire or otherwise invest in or hold an Investment in another Restricted Subsidiary having total consolidated assets with a book value in excess of $500,000 that is not a Subsidiary Guarantor, then such transferee or acquired or other that Restricted Subsidiary shall must become a Guarantor and shall, concurrently with the Guarantee of such Indebtedness: (a1) execute and deliver to the Trustee a Guarantee substantially supplemental indenture in form reasonably satisfactory to the form of Exhibit F, Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuers' Issuer’s obligations under the Notes and this Indenture on the terms set forth in this Indenture, ; and (b) grant to the Trustee a Lien on substantially all its Oil and Gas Assets, and (c2) deliver to the Trustee an Opinion of Counsel and an Officers' Certificate, stating that no Event of Default shall occur as a result of such supplemental indenture, that it complies with the terms of this Indenture and that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, valid and legally binding and enforceable obligation of such Restricted Subsidiary, subject to customary exceptions. Thereafter, such Restricted Subsidiary shall be a Subsidiary Guarantor for all purposes of this Indenture. Notwithstanding the preceding paragraph, any Subsidiary Guarantee will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05.

Appears in 1 contract

Samples: Indenture (Advanced Disposal Services, Inc.)

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Additional Subsidiary Guarantees. If Abraxas any of the Company’s Domestic Subsidiaries, including any Domestic Subsidiary that the Company or any of its Restricted Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, any property to any Restricted Subsidiary that is not a Subsidiary Guarantor, or if Abraxas or any of its Restricted Subsidiaries shall may organize, acquire or otherwise invest in or hold an Investment in another Restricted Subsidiary having total consolidated assets with a book value in excess of $500,000 after the date hereof, that is not a Subsidiary GuarantorGuarantor guarantees or becomes otherwise obligated under the Senior Revolving Credit Facility or the Existing Notes, then such transferee or acquired or other Restricted Domestic Subsidiary shall (ai) execute and deliver to the Trustee a Guarantee substantially supplemental indenture in form reasonably satisfactory to the form of Exhibit F, Trustee pursuant to which such Restricted Domestic Subsidiary shall unconditionally guarantee all of the Issuers' obligations under the Notes Securities and this Indenture on the terms set forth in this Indenture, (b) grant to the Trustee a Lien on substantially all its Oil and Gas Assets, Article XV and (cii) deliver to the Trustee an Opinion of Counsel and an Officers' Certificate, stating that no Event of Default shall occur as a result of such supplemental indenture, that it complies with the terms of this Indenture and that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Domestic Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Domestic Subsidiary. Thereafter, such Restricted Domestic Subsidiary shall be a Subsidiary Guarantor for all purposes hereof; provided, however, that to the extent that a Domestic Subsidiary is subject to any instrument governing Acquired Debt, as in effect at the time of this Indentureacquisition thereof, that prohibits such Domestic Subsidiary from issuing a Guarantee, such Domestic Subsidiary shall not be required to execute such a supplemental indenture until it is permitted to issue such Guarantee pursuant to the terms of such Acquired Debt; provided, further, however, that any such Guarantee shall be released as provided under Section 1504 hereof.

Appears in 1 contract

Samples: Indenture (Directv)

Additional Subsidiary Guarantees. If Abraxas or any of its Restricted Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, any property to any Restricted Subsidiary that is not a Subsidiary Guarantor(i) CPI shall have received all requisite approvals by the relevant Gaming Authorities, or if Abraxas (ii) (A) the Company or any of its Restricted Subsidiaries shall organizeacquire, acquire create or otherwise invest in or hold an Investment in designate another Restricted Subsidiary having total consolidated assets with a book value in excess of $500,000 that is not a Subsidiary Guarantorafter the date hereof and (B) all requisite approvals by the relevant Gaming Authorities shall have been received, then the Company shall cause CPI or such transferee or acquired or other Restricted Subsidiary shall (a) to execute and deliver a supplement to the Trustee a Guarantee this Indenture substantially in the form of Exhibit FE hereto and providing for the issuance of a Subsidiary Guarantee. ACCBI shall be a Guarantor at all times after the approvals contemplated by Section 12.15 have been obtained, pursuant to which such Restricted Subsidiary and the Company shall unconditionally guarantee all notify the Trustee and each Noteholder of the Issuers' obligations under receipt of such approvals. The Company agrees to use its best efforts to obtain all such approvals from Gaming Authorities. Upon execution of any such supplement providing for a Subsidiary Guarantee, the Notes and this Indenture on the terms set forth in this Indenture, (b) grant to the Trustee a Lien on substantially all its Oil and Gas Assets, and (c) relevant Subsidiary will deliver to the Trustee an Opinion of Counsel (including opinions of local counsel in the relevant jurisdictions) relating to such Subsidiary, the authorization and an Officers' Certificate, stating that no Event of Default shall occur as a result enforceability of such supplemental indenture, that it complies Subsidiary Guarantee in accordance with the terms hereof, subject to the effect of this Indenture applicable bankruptcy, insolvency or similar laws affecting creditors rights generally and that equitable principles of general applicability, and the other matters covered by the opinions rendered with respect to the Initial Guarantors and their respective Subsidiary Guarantees on the Issue Date, in each case substantially similar in scope and form to such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary. Thereafter, such Restricted Subsidiary shall be a Subsidiary Guarantor for all purposes of this Indentureopinions rendered on the Issue Date.

Appears in 1 contract

Samples: Indenture (Ameristar Casinos Inc)

Additional Subsidiary Guarantees. If Abraxas the Company or any of its Restricted Subsidiaries transfers shall acquire or causes to be transferred, in one transaction or create another Subsidiary (other than (x) a series of related transactions, any property to any Restricted Foreign Subsidiary that is has not a Subsidiary Guarantor, or if Abraxas Guaranteed any Indebtedness of the Company or any of its Restricted Subsidiaries shall organize, acquire the Subsidiary Guarantors or otherwise invest in or hold an Investment in another Restricted Subsidiary having total consolidated assets with a book value in excess of $500,000 that is not (y) a Subsidiary Guarantorthat has been designated as an Unrestricted Subsidiary), then such transferee or newly acquired or other Restricted created Subsidiary shall (a) will be required to execute and deliver to the Trustee a Guarantee supplemental indenture substantially in the form attached hereto as Exhibit F and a Subsidiary Guarantee, in accordance with Article Ten hereof. Upon execution of Exhibit Fany such supplemental indenture providing for a Subsidiary Guarantee, pursuant to which such Restricted the relevant Subsidiary shall unconditionally guarantee all of the Issuers' obligations under the Notes and this Indenture on the terms set forth in this Indenture, (b) grant to the Trustee a Lien on substantially all its Oil and Gas Assets, and (c) will deliver to the Trustee an Opinion of Counsel (including opinions of local counsel in the relevant jurisdictions) relating to such Subsidiary, the authorization and an Officers' Certificate, stating that no Event of Default shall occur as a result enforceability of such supplemental indenture, that it complies Subsidiary Guarantee in accordance with the terms hereof, subject to the effect of this Indenture applicable bankruptcy, insolvency or similar laws affecting creditors rights generally and that equitable principles of general applicability, and the other matters covered by the opinions rendered with respect to the initial Subsidiary Guarantors and their respective Subsidiary Guarantees on the Issue Date, in each case substantially similar in scope and form to such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiaryopinions rendered on the Issue Date. Thereafter, such Restricted Subsidiary shall be a Subsidiary Guarantor for all purposes of this Indenture.ARTICLE FIVE

Appears in 1 contract

Samples: Indenture (Nci Building Systems Inc)

Additional Subsidiary Guarantees. If Abraxas the Company or any of its Restricted Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, any property to any Restricted Subsidiary that is not a Subsidiary Guarantor, or if Abraxas or any of its Restricted Subsidiaries shall organize, acquire or otherwise invest in or hold an Investment in create another Restricted Subsidiary having total consolidated assets with a book value in excess after the date of $500,000 that is not a Subsidiary Guarantorthe Indenture, then such transferee or newly acquired or other created Restricted Subsidiary shall (a) execute and deliver to the Trustee become a Guarantee substantially the form of Exhibit FGuarantor, pursuant to which such Restricted Subsidiary shall unconditionally guarantee all on a senior subordinated basis, of the Issuers' Company's obligations under the Notes and this Indenture on by (i) executing a supplemental indenture to this Indenture in the terms form set forth in this IndentureExhibit B hereto, (bii) grant to executing a Subsidiary Guarantee in the Trustee a Lien on substantially all its Oil and Gas Assets, form set forth in Exhibit A-1 hereto and (ciii) deliver delivering to the Trustee an Opinion of Counsel and an Officers' CertificateCounsel, stating that no Event of Default shall occur as a result of such supplemental indenturein form reasonably satisfactory to the Trustee, that it complies with the terms of this Indenture Subsidiary Guarantee and that such supplemental indenture has have been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, constitute the valid and binding and enforceable obligation obligations of such Restricted Subsidiary. Thereafter, Subsidiary and enforceable against such Restricted Subsidiary in accordance with their respective terms, subject to customary exceptions for bankruptcy and equitable principles; provided, however, that this Section 11.09 shall be a not apply to any Subsidiary Guarantor during such period as such Subsidiary (y) is organized in any jurisdiction outside the United States or (z) has been properly designated as an Unrestricted Subsidiary in accordance with this Indenture for all purposes of this Indentureso long as it continues to constitute an Unrestricted Subsidiary.

Appears in 1 contract

Samples: Indenture (Bulls Eye Marketing Inc /Ca/)

Additional Subsidiary Guarantees. If Abraxas The Parent will cause each of its Domestic Restricted Subsidiaries created or acquired, or which otherwise become Domestic Restricted Subsidiaries, after the Issue Date to, and each Foreign Subsidiary that enters into any guarantee of any Indebtedness of the Parent, the Company or any of its the Parent's Restricted Subsidiaries transfers or causes to be transferred(other than a Foreign Subsidiary that guarantees only Indebtedness Incurred by another Foreign Subsidiary) to, in one transaction each case at the same time as such creation, acquisition, other event or a series of related transactionsguarantee, any property to any Restricted Subsidiary that is not a Subsidiary Guarantor, or if Abraxas or any of its Restricted Subsidiaries shall organize, acquire or otherwise invest in or hold an Investment in another Restricted Subsidiary having total consolidated assets with a book value in excess of $500,000 that is not a Subsidiary Guarantor, then such transferee or acquired or other Restricted Subsidiary shall (a) execute and deliver to the Trustee a Guarantee substantially Guaranty Agreement, in a form satisfactory to the form of Exhibit FTrustee, pursuant to which such Domestic Restricted Subsidiary shall unconditionally or Foreign Subsidiary will guarantee all payment of the Issuers' obligations under the Notes and this Indenture on the same terms and conditions as those set forth in ARTICLE 10 of this Indenture, (b) grant to the Trustee a Lien on substantially all its Oil and Gas Assets. In connection with, and (c) at the same time as, the execution and delivery of any Guaranty Agreement by any Domestic Restricted Subsidiary of the Parent or any Foreign Subsidiary as required by this SECTION 4.14, such Domestic Restricted Subsidiary or any Foreign Subsidiary shall deliver to the Trustee an Opinion of Counsel and an Officers' Certificate, stating that no Event of Default shall occur as a result of such supplemental indenture, that it complies with to the terms of this Indenture and effect that such supplemental indenture Guaranty Agreement has been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and or Foreign Subsidiary, constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a or Foreign Subsidiary Guarantor for all purposes of and complies with this Indenture.

Appears in 1 contract

Samples: Indenture (Hines Horticulture Inc)

Additional Subsidiary Guarantees. If Abraxas any of the Company's Domestic Subsidiaries, including any Domestic Subsidiary that the Company or any of its Restricted Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, any property to any Restricted Subsidiary that is not a Subsidiary Guarantor, or if Abraxas or any of its Restricted Subsidiaries shall may organize, acquire or otherwise invest in or hold an Investment in another Restricted Subsidiary having total consolidated assets with a book value in excess of $500,000 after the date hereof, that is not a Subsidiary GuarantorGuarantor guarantees or becomes otherwise obligated under the Senior Revolving Credit Facility or the Existing Notes, then such transferee or acquired or other Restricted Domestic Subsidiary shall (ai) execute and deliver to the Trustee a Guarantee substantially supplemental indenture in form reasonably satisfactory to the form of Exhibit F, Trustee pursuant to which such Restricted Domestic Subsidiary shall unconditionally guarantee all of the Issuers' obligations under the Notes Securities and this Indenture on the terms set forth in this Indenture, (b) grant to the Trustee a Lien on substantially all its Oil and Gas Assets, Article XV and (cii) deliver to the Trustee an Opinion of Counsel and an Officers' Certificate, stating that no Event of Default shall occur as a result of such supplemental indenture, that it complies with the terms of this Indenture and that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Domestic Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Domestic Subsidiary. Thereafter, such Restricted Domestic Subsidiary shall be a Subsidiary Guarantor for all purposes hereof; provided, however, that to the extent that a Domestic Subsidiary is subject to any instrument governing Acquired Debt, as in effect at the time of this Indentureacquisition thereof, that prohibits such Domestic Subsidiary from issuing a Guarantee, such Domestic Subsidiary shall not be required to execute such a supplemental indenture until it is permitted to issue such Guarantee pursuant to the terms of such Acquired Debt; provided, further, however, that any such Guarantee shall be released as provided under Section 1504 hereof.

Appears in 1 contract

Samples: Indenture (Directv)

Additional Subsidiary Guarantees. If Abraxas or any of its Restricted Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, any property to any Restricted Subsidiary that is not an Excluded Subsidiary becomes a Subsidiary Guarantorguarantor, or if Abraxas or any borrower and/or issuer in respect of its Restricted Subsidiaries shall organize(i) Indebtedness (excluding Hedging Obligations) incurred pursuant to clause (1) of the definition of Permitted Debt (including, acquire or otherwise invest in or hold an Investment in another for the avoidance of doubt, the Senior Secured Credit Facilities), (ii) capital markets Indebtedness constituting Material Indebtedness and/or (iii) syndicated loan Indebtedness constituting Material Indebtedness, then that Restricted Subsidiary having total consolidated assets must become a Guarantor and shall, concurrently with a book value in excess the Guarantee of $500,000 that is not a Subsidiary Guarantor, then such transferee or acquired or other Restricted Subsidiary shall Indebtedness: (a1) execute and deliver to the Trustee a Guarantee substantially supplemental indenture in form reasonably satisfactory to the form of Exhibit F, Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuers' Issuer’s obligations under the Notes and this Indenture on the terms set forth in this Indenture, ; and (b) grant to the Trustee a Lien on substantially all its Oil and Gas Assets, and (c2) deliver to the Trustee an Opinion of Counsel and an Officers' Certificate, stating that no Event of Default shall occur as a result of such supplemental indenture, that it complies with the terms of this Indenture and that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, valid and legally binding and enforceable obligation of such Restricted Subsidiary, subject to customary exceptions. Thereafter, such Restricted Subsidiary shall be a Subsidiary Guarantor for all purposes of this Indenture. Notwithstanding the preceding paragraph, each Subsidiary Guarantee will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05.

Appears in 1 contract

Samples: Indenture (PGT Innovations, Inc.)

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