Additional Support Documents. (a) Within fifteen (15) days after the end of each fiscal quarter, with respect to each Domestic Subsidiary acquired or created during such fiscal quarter cause to be delivered to the Agent for the benefit of the Lenders each of the following: (i) a Guaranty executed by each such Domestic Subsidiary substantially in the form of Exhibit F hereto; (ii) a Negative Pledge Agreement executed by each such Domestic Subsidiary substantially in the form of Exhibit I hereto; (iii) a Pledge Agreement executed by each such Domestic Subsidiary's stockholders substantially in the form of Exhibit K-1 or K-2 hereto, as applicable, pledging 100% (or such lesser percentage as such Person shall own of any Partially-Owned Subsidiary) of the capital stock and related interests and rights of such Domestic Subsidiary, or other comparable instrument pledging or assigning to the Agent for the benefit of the Lenders all of the equity, membership or partnership interest of such Domestic Subsidiary; (iv) stock certificates representing 100% of the capital stock and related interests and rights of each such Domestic Subsidiary, or other appropriate evidence of ownership of 100% of the equity, membership or partnership interest of each such Domestic Subsidiary, 65 in each case together with duly executed stock powers or powers of assignment in blank affixed thereto, or in the case that any such Domestic Subsidiary is a partnership or other entity that has not issued certificates evidencing ownership of such partnership or other entity, the Collateral Assignment of Interests and Certificate and Receipt of Registrar of such entity with respect to the registration of the Lien on Assigned Interests so long as such assignment is not prohibited by the Governing Documents of such entity; (v) an opinion of counsel to each such Domestic Subsidiary dated as of the date of delivery of the Guaranty and other Loan Documents provided for in this Section 8.19(a) and addressed to the Agent and the Lenders, in form and substance substantially identical to the opinion of counsel delivered pursuant to Section 6.1(a)(ii) on the Closing Date, with respect to each Loan Party which is party to any Loan Document which such newly acquired or created Subsidiary is required to deliver or cause to be delivered pursuant to this Section 8.19(a); (vi) current copies of the Organizational Documents and Operating Documents of each such Domestic Subsidiary, minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organizational Documents or Operating Documents, of the shareholders) of such Domestic Subsidiary authorizing the actions and the execution and delivery of documents described in this Section 8.19(a); and (vii) such other documents and agreements as may be reasonably requested by the Agent. (b) Within forty-five (45) days after the acquisition or creation of any Direct Foreign Subsidiary, cause to be delivered to the Agent for the benefit of the Lenders each of the following: (i) a Pledge Agreement executed by such Direct Foreign Subsidiary's stockholders in such form reasonably acceptable to the Agent, pledging 65% (or such lesser percentage as such Person shall own) of the Voting Stock of such Direct Foreign Subsidiary, or other comparable instrument pledging or assigning to the Agent for the benefit of the Lenders comparable percentages of the voting and non-voting stock of such Direct Foreign Subsidiary; (ii) to the extent that such Direct Foreign Subsidiary constitutes a Material Foreign Subsidiary, an opinion of foreign counsel to such Domestic Subsidiary dated as of the date of delivery of the Pledge Agreement or other comparable instrument provided for in this Section 8.19(b) and addressed to the Agent and the Lenders, in form and substance acceptable to the Agent, with respect to each Loan Party which is party to any Loan Document which such newly acquired or created Direct Foreign Subsidiary is required to deliver or cause to be delivered pursuant to this Section 8.19(b); and (iii) such other documents and agreements as may be reasonably requested by the Agent.
Appears in 1 contract
Additional Support Documents. (a) Within fifteen (15) days after the end of each fiscal quarter, with respect to each Domestic Subsidiary acquired or created during such fiscal quarter cause to be delivered to the Agent for the benefit of the Lenders each of the following:
(i) a Guaranty executed by each such Domestic Subsidiary substantially in similar to the form of Exhibit F heretoGuaranty Agreement delivered by the existing Domestic Subsidiaries;
(ii) a Negative Pledge Security Agreement executed by each of such Domestic Subsidiary substantially similar to the Security Agreement delivered by the existing Domestic Subsidiaries, together with such Uniform Commercial Code financing statements on Form UCC-1 or otherwise duly executed by such Domestic Subsidiary as "Debtor" and naming the Agent for the benefit of the Agent and the Lenders as "Secured Party," in form, substance and number sufficient in the form reasonable opinion of Exhibit I heretothe Agent and its special counsel to be filed in all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Agent for the benefit of the Agent and the Lenders the Lien on Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing;
(iii) a Pledge Agreement executed by each such Domestic Subsidiary's ’s stockholders substantially in similar to the form of Exhibit K-1 or K-2 heretoPledge Agreement delivered by the existing Domestic Subsidiaries, as applicable, pledging 100% (or such lesser percentage as such Person shall own of any Partially-Owned Subsidiary) of the capital stock and related interests and rights of such Domestic Subsidiary, or other comparable instrument pledging or assigning to the Agent for the benefit of the Lenders all of the equity, membership or partnership interest of such Domestic Subsidiary;
(iv) stock certificates representing 100% of the capital stock and related interests and rights of each such Domestic Subsidiary, or other appropriate evidence of ownership of 100% of the equity, membership or partnership interest of each such Domestic Subsidiary, 65 in each case together with duly executed stock powers or powers of assignment in blank affixed theretothereto (but such certificates and related powers shall be delivered to the Senior Collateral Agent so long as the Senior Facility is in effect), or in the case that any such Domestic Subsidiary is a partnership or other entity that has not issued certificates evidencing ownership of such partnership or other entity, the Collateral Assignment of Interests and Certificate and Receipt of Registrar of such entity with respect to the registration of the Lien on Assigned Interests so long as such assignment is not prohibited by the Governing Documents of such entity;
(v) an opinion of counsel to each such Domestic Subsidiary dated as of the date of delivery of the Guaranty Guaranty, Security Agreement, Pledge Agreement, and other Loan Documents provided for in this Section 8.19(a7.19(a) and addressed to the Agent and the Lenders, in form and substance substantially identical to the opinion of counsel delivered pursuant to Section 6.1(a)(ii5.1(a)(ii) on the Closing DateDate (including opinions covering the Security Agreement and the validity and perfection of the liens created thereunder), with respect to each Loan Party which is party to any Loan Document which such newly acquired or created Subsidiary is required to deliver or cause to be delivered pursuant to this Section 8.19(a7.19(a);
(vi) current copies of the Organizational Documents and Operating Documents of each such Domestic Subsidiary, minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organizational Documents or Operating Documents, of the shareholders) of such Domestic Subsidiary authorizing the actions and the execution and delivery of documents described in this Section 8.19(a7.19(a); and
(vii) such other documents and agreements as may be reasonably requested by the Agent.
, including but not limited to (bA) Within forty-five an agreement or instrument granting power of attorney to VINtek, and (45B) days after if the acquisition Senior Facility is no longer in effect, a lockbox agreement or creation blocked account agreement in favor of any Direct Foreign Subsidiary, cause to be delivered to the Agent for the benefit of the Lenders each of the following:
(i) a Pledge Agreement executed by such Direct Foreign Subsidiary's stockholders in such form reasonably acceptable to the Agent, pledging 65% (or such lesser percentage as such Person shall own) of the Voting Stock of such Direct Foreign Subsidiary, or other comparable instrument pledging or assigning to the Agent for the benefit of the Lenders comparable percentages of the voting and non-voting stock of such Direct Foreign Subsidiary;
(ii) to the extent that such Direct Foreign Subsidiary constitutes a Material Foreign Subsidiary, an opinion of foreign counsel to such Domestic Subsidiary dated as of the date of delivery of the Pledge Agreement or other comparable instrument provided for in this Section 8.19(b) and addressed to the Agent and the Lendersany documents related thereto, in form and substance acceptable satisfactory to the Agent, with respect to each Loan Party which is party to any Loan Document which such newly acquired or created Direct Foreign Subsidiary is required to deliver or cause to be delivered pursuant to this Section 8.19(b); and
(iii) such other documents and agreements as may be reasonably requested by the Agent.
Appears in 1 contract
Additional Support Documents. Within thirty (a) Within fifteen (1530) days after (or such additional amount of time as is reasonably necessary in the end case of each fiscal quarter, with respect to each a Foreign Subsidiary but in no event more than ninety (90) days) of the acquisition or creation of any Domestic Subsidiary acquired or created during such fiscal quarter Direct Foreign Subsidiary or any Subsidiary of a Borrowing Subsidiary cause to be delivered to the Agent for the benefit of the Lenders each of the following:
(a) in the case of a Domestic Subsidiary,
(i) a Guaranty executed by each such Domestic Subsidiary substantially in the form of Exhibit F G hereto;
(ii) a Negative Pledge Security Agreement executed by each such Domestic Subsidiary substantially in the form of Exhibit I R hereto;
(iii) a Pledge Agreement executed if applicable, to the extent consented to by each such Domestic Subsidiary's stockholders substantially any necessary third party, Landlord Waivers (in the form of Exhibit K-1 or K-2 heretoL), as applicableLease Assignments (in the form of Exhibit N), pledging 100% Mortgages, an Intellectual Property Security Agreement (or such lesser percentage as such Person shall own in the form of any Partially-Owned Subsidiary) Exhibit H), and an Intercompany Note Pledge Agreement (in the form of the capital stock and related interests and rights of such Domestic Subsidiary, or other comparable instrument pledging or assigning to the Agent for the benefit of the Lenders all of the equity, membership or partnership interest of such Domestic SubsidiaryExhibit Q);
(ivb) (i) in the case that such Subsidiary is directly owned by BREED or a Domestic Subsidiary or a Borrowing Subsidiary which has previously delivered a Pledge Agreement, Exhibit A and a revised Schedule I to the Pledge Agreement dated the date hereof together with (x) stock certificates or other appropriate evidence of ownership representing 100% of the capital stock and related interests and rights of each such a Domestic Subsidiary, Subsidiary and a Subsidiary of a Borrowing Subsidiary or other appropriate evidence (y) not less than 65% of ownership of the Voting Stock and 100% of the equity, membership or partnership interest non-voting common stock and related interests and rights of each such Domestic Subsidiary, 65 in each case together with any Direct Foreign Subsidiary and (z) duly executed stock powers or powers of assignment in blank affixed thereto, or in the case that any such Domestic Subsidiary is a partnership or other entity that has not issued certificates evidencing ownership of such partnership or other entity, the Collateral Assignment of Interests and Certificate and Receipt of Registrar of such entity with respect to the registration of the Lien on Assigned Interests so long as such assignment is not prohibited by the Governing Documents of such entity;
(v) an opinion of counsel to each such Domestic Subsidiary dated as of the date of delivery of the Guaranty and other Loan Documents provided for in this Section 8.19(a) and addressed to the Agent and the Lenders, in form and substance substantially identical to the opinion of counsel delivered pursuant to Section 6.1(a)(ii) on the Closing Date, with respect to each Loan Party which is party to any Loan Document which such newly acquired or created Subsidiary is required to deliver or cause to be delivered pursuant to this Section 8.19(a);
(vi) current copies of the Organizational Documents and Operating Documents of each such Domestic Subsidiary, minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organizational Documents or Operating Documents, of the shareholders) of such Domestic Subsidiary authorizing the actions and the execution and delivery of documents described in this Section 8.19(a); and
(vii) such other documents and agreements as may be reasonably requested by the Agent.
(b) Within forty-five (45) days after the acquisition or creation of any Direct Foreign Subsidiary, cause to be delivered to the Agent for the benefit of the Lenders each of the following:
(i) a Pledge Agreement executed by such Direct Foreign Subsidiary's stockholders in such form reasonably acceptable to the Agent, pledging 65% (or such lesser percentage as such Person shall own) of the Voting Stock of such Direct Foreign Subsidiary, or other comparable instrument pledging or assigning to the Agent for the benefit of the Lenders comparable percentages of the voting and non-voting stock of such Direct Foreign Subsidiary;
(ii) to the extent that such Direct Foreign Subsidiary constitutes a Material Foreign Subsidiary, an opinion of foreign counsel to such Domestic Subsidiary dated as of the date of delivery of the Pledge Agreement or other comparable instrument provided for in this Section 8.19(b) and addressed to the Agent and the Lenders, in form and substance acceptable to the Agent, with respect to each Loan Party which is party to any Loan Document which such newly acquired or created Direct Foreign Subsidiary is required to deliver or cause to be delivered pursuant to this Section 8.19(b); and
(iii) such other documents and agreements as may be reasonably requested by the Agent.
Appears in 1 contract
Additional Support Documents. Within thirty (a) Within fifteen (1530) days after (or such ----------------------------- additional amount of time as is reasonably necessary in the end case of each fiscal quarter, with respect to each a Foreign Subsidiary but in no event more than ninety (90) days) of the acquisition or creation of any Domestic Subsidiary acquired or created during such fiscal quarter Direct Foreign Subsidiary or any Subsidiary of a Borrowing Subsidiary cause to be delivered to the Agent for the benefit of the Lenders each of the following:
(ia) in the case of a Domestic Subsidiary,
(ii) a Guaranty Security Agreement executed by each such Domestic Subsidiary substantially in the form of Exhibit F R hereto;; ---------
(iii) in the case that such Subsidiary is directly owned by BREED or a Negative Domestic Subsidiary or a Borrowing Subsidiary which has previously delivered a Pledge Agreement, Exhibit A and a revised Schedule I to the Pledge Agreement executed by each such Domestic Subsidiary substantially in dated the form of Exhibit I hereto;
date 92 hereof together with (iii) a Pledge Agreement executed by each such Domestic Subsidiary's stockholders substantially in the form of Exhibit K-1 or K-2 hereto, as applicable, pledging 100% (or such lesser percentage as such Person shall own of any Partially-Owned Subsidiary) of the capital stock and related interests and rights of such Domestic Subsidiary, or other comparable instrument pledging or assigning to the Agent for the benefit of the Lenders all of the equity, membership or partnership interest of such Domestic Subsidiary;
(ivx) stock certificates or other appropriate evidence of ownership representing 100% of the capital stock and related interests and rights of each such a Domestic Subsidiary, Subsidiary and a Subsidiary of a Borrowing Subsidiary or other appropriate evidence (y) not less than 65% of ownership of the Voting Stock and 100% of the equity, membership or partnership interest non-voting common stock and related interests and rights of each such Domestic Subsidiary, 65 in each case together with any Direct Foreign Subsidiary and (z) duly executed stock powers or powers of assignment in blank affixed thereto, or ;
(ii) in the case that such Subsidiary is directly owned by a Domestic Subsidiary which has not previously delivered a Pledge Agreement, a Pledge Agreement substantially similar in form and content to that executed and delivered by certain Domestic Subsidiaries on the Closing Date, with appropriate revisions as to the identity of the pledgor and as required by applicable law, if such Subsidiary is a Foreign Subsidiary, and securing Obligations of such Pledgor under its Guaranty, together with (x) stock certificates or other appropriate evidence of ownership representing 100% of the capital stock and related interests and rights of a Domestic Subsidiary or (y) not less than 65% of the Voting Stock and 100% of the non-voting common stock and related interests and rights of any Direct Foreign Subsidiary (z) duly executed stock powers or powers of assignment in blank affixed thereto or a Certificate and Receipt of Registrar; or
(c) in the case that such Domestic Subsidiary is a partnership or other entity that has not issued certificates evidencing ownership of such partnership or other entityjoint venture, the Collateral Assignment of Partnership Interests and Certificate and Receipt of Registrar of such entity partnership or such joint venture with respect to the registration of the Lien on Assigned Interests so long as such assignment is not prohibited by the Governing Documents of such entitypartnership or joint venture;
(vd) an opinion of counsel to each such Domestic the Subsidiary dated as of the date of delivery of the Guaranty and other Loan Documents provided for in this Section 8.19(a) 9.19 and addressed to the Agent and the Lenders, in form and ------------ substance substantially identical to the opinion of counsel delivered pursuant to Section 6.1(a)(ii7.1(a)(ii) hereof on the Closing Date, Date with respect to ------------------ each Loan Party which is party to any Loan Document which such newly acquired or created Subsidiary is required to deliver or cause to be delivered pursuant to this Section 8.19(asubparagraphs (a);, (b), or (c) above.
(vie) current copies of the Organizational Documents and Operating Documents of each such Domestic Subsidiary, minutes of duly called and conducted meetings resolutions (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organizational Documents or Operating Documents, of the shareholders) of such Domestic Subsidiary authorizing the actions and the execution and delivery of documents described in this Section 8.19(a); and
(vii) such other documents and agreements as may be reasonably requested by the Agent.
(b) Within forty-five (45) days after the acquisition or creation of any Direct Foreign Subsidiary, cause to be delivered to the Agent for the benefit of the Lenders each of the following:
(i) a Pledge Agreement executed by such Direct Foreign Subsidiary's stockholders in such form reasonably acceptable to the Agent, pledging 65% (or such lesser percentage as such Person shall own) of the Voting Stock of such Direct Foreign Subsidiary, or other comparable instrument pledging or assigning to the Agent for the benefit of the Lenders comparable percentages of the voting and non-voting stock of such Direct Foreign Subsidiary;
(ii) to the extent that such Direct Foreign Subsidiary constitutes a Material Foreign Subsidiary, an opinion of foreign counsel to such Domestic Subsidiary dated as of the date of delivery of the Pledge Agreement or other comparable instrument provided for in this Section 8.19(b) and addressed to the Agent and the Lenders, in form and substance acceptable to the Agent, with respect to each Loan Party which is party to any Loan Document which such newly acquired or created Direct Foreign Subsidiary is required to deliver or cause to be delivered pursuant to this Section 8.19(b); and
(iii) such other documents and agreements as may be reasonably requested by the Agent.9.19. ------------
Appears in 1 contract
Additional Support Documents. Each Company will cause (ai) Within fifteen every ---------------------------- Included Country Operating Company and every Included Country Holding Company (15excluding Dankalux Sari, Danka Luxembourg Sarl and Restricted Subsidiaries) whether on the Closing Date or thereafter, to execute and deliver, (x) as promptly as practicable but in any event within 90 days after (A) the creation or Acquisition of any such Subsidiary operating in a country that is 66 an Included Country at the time of its creation or Acquisition, or (B) such Subsidiary ceasing to be an Inactive Subsidiary, or (y) within 90 days after any country becomes an Included Country, a Guaranty, (ii) each Person owning any equity interest (other than directors' qualifying shares) in each such Included Country Operating Company and each such Included Country Holding Company not owned by Dankalux Sarl or Restricted Subsidiaries to execute and deliver within the time period specified in clause (i) above a Pledge Agreement (or supplement to an existing Pledge Agreement of such Person) pledging such equity interest, together with such resolutions, stock certificates, opinions of counsel, incumbency certificates and other documentation as the Agent may reasonably require and (iii) each of the Companies and their Subsidiaries (each, a "Subject Entity") operating in the United States or in the countries as to which security agreements or other arrangements referred to in Section 7.15 are requested by the Steering Committee (each of the United States and such other countries being a "Subject Country"), to execute and deliver, as soon as practicable but in any event within 90 days after the end creation or Acquisition of any Subject Entity, or (y) within 90 days (or such shorter period as may be required by the proviso to the first clause of Section 5.1) after any country becomes a Subject Country, appropriate Security Agreements together with such resolutions, financing statements, opinions of counsel, incumbency certificates and other documentation as the Agent may reasonably require. Notwithstanding the foregoing provisions of this Section 7.8 and the definitions of "Included Country" and "Excluded ----------- Country" contained herein,
(i) it is the intent of the parties hereto that not less than 85% of each of the consolidated revenues and the consolidated assets of Danka PLC and its Subsidiaries for every fiscal quarteryear during the term of this Agreement shall be attributable to the operations and assets of the Companies and the Guarantors and, in furtherance thereof, if at any time the addition of Guarantors shall be required to meet such thresholds, then the Companies shall promptly notify the Agent of such event which shall identify such additional country or countries which are to be treated as Included Countries, and shall promptly cause to be executed and delivered such additional Guaranties of all resulting Included Country Operating Companies and Included Country Holding Companies pertaining to such additional country or countries, appropriate Pledge Agreements (or supplements to existing Pledge Agreements), and related documents described in the first sentence of this Section 7.8; and -----------
(ii) in the event that, with respect to countries that become Included Countries after the date hereof (other than by election of the Companies pursuant to the immediately preceding clause (i)), the laws of, or action by a competent Governmental Authority in, the applicable Included Country (a "Governmental Impairment") shall prohibit or would render unenforceable the Guaranties or Pledge Agreements otherwise required to be furnished pursuant to the first sentence of this Section ------- 7.8, then the Companies shall not be deemed to be in default in the --- performance of the provisions of this Section 7.8 if (A) the Companies ----------- shall (x) give prompt (but in no event later than 30 days after the creation or acquisition of such Subsidiary or such country becoming an Included Country) notice of the existence of any Governmental Impairment to the Agent, and (y) use, and cause the affected Subsidiaries to use, their best efforts to eliminate or cure the circumstances giving rise to such Governmental Impairment, and (B) excluding the Subsidiaries which remain subject to Governmental Impairments, not less than 85% of each Domestic of the consolidated revenues and the consolidated assets of Danka PLC and its Subsidiaries determined as at the end of the most recently ended fiscal year both before and after giving effect to such exclusion shall be attributable to the operations and assets of the Companies and the Guarantors. The Companies shall not make any Investments in any Guarantor (or in any Person which upon giving effect to such Investment would result in such Subsidiary acquired being required to become a Guarantor), if the Guaranty of such Guarantor is limited as to amount unless the Majority Banks shall deem such Guaranty (or created during a Substitute Guaranty provided by such fiscal quarter Guarantor together with such resolutions, opinions of counsel, incumbency certificates and other documentation as the Agent may require) in a sufficient amount (it being agreed that the Guaranties delivered and accepted as of the Closing Date are in a sufficient amount). At any time if the Majority Banks request a replacement Guaranty from a Guarantor, which has previously delivered a Guaranty in a limited amount, in a greater amount and the net worth of such Guarantor shall have increased materially since the delivery of its Guaranty, the Companies shall cause to be delivered to the Agent for the benefit of the Lenders each of the following:
(i) such a Guaranty executed in such greater amount as the Majority Banks may request, if permitted by each applicable law, together with such Domestic Subsidiary substantially in the form resolutions, opinions of Exhibit F hereto;
(ii) a Negative Pledge Agreement executed by each such Domestic Subsidiary substantially in the form of Exhibit I hereto;
(iii) a Pledge Agreement executed by each such Domestic Subsidiary's stockholders substantially in the form of Exhibit K-1 or K-2 heretocounsel, incumbency certificates and other documentation as applicable, pledging 100% (or such lesser percentage as such Person shall own of any Partially-Owned Subsidiary) of the capital stock and related interests and rights of such Domestic Subsidiary, or other comparable instrument pledging or assigning to the Agent for the benefit of the Lenders all of the equity, membership or partnership interest of such Domestic Subsidiary;
(iv) stock certificates representing 100% of the capital stock and related interests and rights of each such Domestic Subsidiary, or other appropriate evidence of ownership of 100% of the equity, membership or partnership interest of each such Domestic Subsidiary, 65 in each case together with duly executed stock powers or powers of assignment in blank affixed thereto, or in the case that any such Domestic Subsidiary is a partnership or other entity that has not issued certificates evidencing ownership of such partnership or other entity, the Collateral Assignment of Interests and Certificate and Receipt of Registrar of such entity with respect to the registration of the Lien on Assigned Interests so long as such assignment is not prohibited by the Governing Documents of such entity;
(v) an opinion of counsel to each such Domestic Subsidiary dated as of the date of delivery of the Guaranty and other Loan Documents provided for in this Section 8.19(a) and addressed to the Agent and the Lenders, in form and substance substantially identical to the opinion of counsel delivered pursuant to Section 6.1(a)(ii) on the Closing Date, with respect to each Loan Party which is party to any Loan Document which such newly acquired or created Subsidiary is required to deliver or cause to be delivered pursuant to this Section 8.19(a);
(vi) current copies of the Organizational Documents and Operating Documents of each such Domestic Subsidiary, minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organizational Documents or Operating Documents, of the shareholders) of such Domestic Subsidiary authorizing the actions and the execution and delivery of documents described in this Section 8.19(a); and
(vii) such other documents and agreements as may be reasonably requested by the Agentrequest.
(b) Within forty-five (45) days after the acquisition or creation of any Direct Foreign Subsidiary, cause to be delivered to the Agent for the benefit of the Lenders each of the following:
(i) a Pledge Agreement executed by such Direct Foreign Subsidiary's stockholders in such form reasonably acceptable to the Agent, pledging 65% (or such lesser percentage as such Person shall own) of the Voting Stock of such Direct Foreign Subsidiary, or other comparable instrument pledging or assigning to the Agent for the benefit of the Lenders comparable percentages of the voting and non-voting stock of such Direct Foreign Subsidiary;
(ii) to the extent that such Direct Foreign Subsidiary constitutes a Material Foreign Subsidiary, an opinion of foreign counsel to such Domestic Subsidiary dated as of the date of delivery of the Pledge Agreement or other comparable instrument provided for in this Section 8.19(b) and addressed to the Agent and the Lenders, in form and substance acceptable to the Agent, with respect to each Loan Party which is party to any Loan Document which such newly acquired or created Direct Foreign Subsidiary is required to deliver or cause to be delivered pursuant to this Section 8.19(b); and
(iii) such other documents and agreements as may be reasonably requested by the Agent.
Appears in 1 contract
Additional Support Documents. (a) Within fifteen (15) days after the end of each fiscal quarter, with respect to each Domestic Subsidiary acquired or created during such fiscal quarter cause to be delivered to the Agent for the benefit of the Lenders each of the following:
(i) a Guaranty executed by each such Domestic Subsidiary substantially in the form of Exhibit EXHIBIT F hereto;
(ii) a Security Agreement of such Domestic Subsidiary substantially similar to the Security Agreement delivered by the existing Domestic Subsidiaries, together with such Uniform Commercial Code financing statements on Form UCC-1 or otherwise duly executed by such Domestic Subsidiary as "Debtor" and naming the Agent for the benefit of the Agent and the Lenders as "Secured Party," in form, substance and number sufficient in the reasonable opinion of the Agent and its special counsel to be filed in all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Agent for the benefit of the Agent and the Lenders the Lien on Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing;
(iii) a Negative Pledge Agreement executed by each such Domestic Subsidiary substantially in the form of Exhibit EXHIBIT I hereto;
(iiiiv) a Pledge Agreement executed by each such Domestic Subsidiary's stockholders substantially in the form of Exhibit EXHIBIT K-1 or K-2 hereto, as applicable, pledging 100% (or such lesser percentage as such Person shall own of any Partially-Owned Subsidiary) of the capital stock and related interests and rights of such Domestic Subsidiary, or other comparable instrument pledging or assigning to the Agent for the benefit of the Lenders all of the equity, membership or partnership interest of such Domestic Subsidiary;
(ivv) stock certificates representing 100% of the capital stock and related interests and rights of each such Domestic Subsidiary, or other appropriate evidence of ownership of 100% of the equity, membership or partnership interest of each such Domestic Subsidiary, 65 in each case together with duly executed stock powers or powers of assignment in blank affixed thereto, or in the case that any such Domestic Subsidiary is a partnership or other entity that has not issued certificates evidencing ownership of such partnership or other entity, the Collateral Assignment of Interests and Certificate and Receipt of Registrar of such entity with respect to the registration of the Lien on Assigned Interests so long as such assignment is not prohibited by the Governing Documents of such entity;
(vvi) an opinion of counsel to each such Domestic Subsidiary dated as of the date of delivery of the Guaranty Guaranty, Security Agreement and other Loan Documents provided for in this Section 8.19(aSECTION 8.19(A) and addressed to the Agent and the Lenders, in form and substance substantially identical to the opinion of counsel delivered pursuant to Section 6.1(a)(iiSECTION 6.1(A)(II) on the Closing DateDate (including opinions covering the Security Agreement and the validity and perfection of the liens created thereunder), with respect to each Loan Party which is party to any Loan Document which such newly acquired or created Subsidiary is required to deliver or cause to be delivered pursuant to this Section 8.19(aSECTION 8.19(A);
(vivii) current copies of the Organizational Documents and Operating Documents of each such Domestic Subsidiary, minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organizational Documents or Operating Documents, of the shareholders) of such Domestic Subsidiary authorizing the actions and the execution and delivery of documents described in this Section 8.19(aSECTION 8.19(A); and
(viiviii) such other documents and agreements as may be reasonably requested by the Agent.
, including but not limited to (bA) Within forty-five an agreement or instrument granting power of attorney to VINtek (45as defined in SECTION 8.24 below) days after the acquisition or creation of any Direct Foreign Subsidiary, cause to be delivered to the Agent for the benefit of the Lenders each of the following:
and (iB) a Pledge Agreement executed by such Direct Foreign Subsidiary's stockholders lockbox agreement or blocked account agreement in such form reasonably acceptable to favor of the Agent, pledging 65% (or such lesser percentage as such Person shall own) of the Voting Stock of such Direct Foreign Subsidiary, or other comparable instrument pledging or assigning to the Agent for the benefit of the Lenders comparable percentages of the voting and non-voting stock of such Direct Foreign Subsidiary;
(ii) to the extent that such Direct Foreign Subsidiary constitutes a Material Foreign Subsidiary, an opinion of foreign counsel to such Domestic Subsidiary dated as of the date of delivery of the Pledge Agreement or other comparable instrument provided for in this Section 8.19(b) and addressed to the Agent and the Lendersany documents related thereto, in form and substance acceptable satisfactory to the Agent, with respect to each Loan Party which is party to any Loan Document which such newly acquired or created Direct Foreign Subsidiary is required to deliver or cause to be delivered pursuant to this Section 8.19(b); and.
(iiim) such other documents Section 8.24 Of the Credit Agreement is hereby amended and agreements restated in its entirety as may be reasonably requested by the Agent.follows:
Appears in 1 contract
Additional Support Documents. Each Company will cause (ai) Within fifteen every Included Country Operating Company and every Included Country Holding Company (15excluding Dankalux Sarl, Danka Luxembourg Sarl and Restricted Subsidiaries) whether on the Closing Date or thereafter, to execute and deliver, (x) as promptly as practicable but in any event within 90 days after (A) the creation or Acquisition of any such Subsidiary operating in a country that is an Included Country at the time of its creation or Acquisition, or (B) such Subsidiary ceasing to be an Inactive Subsidiary, or (y) within 90 days after any country becomes an Included Country, a Guaranty, (ii) each Person owning any equity interest (other than directors’ qualifying shares) in each such Included Country Operating Company and each such Included Country Holding Company not owned by Dankalux Sarl or Restricted Subsidiaries to execute and deliver within the time period specified in clause (i) above a Pledge Agreement (or supplement to an existing Pledge Agreement of such Person) pledging such equity interest, together with such resolutions, stock certificates, opinions of counsel, incumbency certificates and other documentation as the Agent may reasonably require and (iii) each of the Companies and their Subsidiaries (each, a “Subject Entity”) operating in the United States or in the countries as to which security agreements or other arrangements referred to in Section 7.15 are required (each of the United States and such other countries being a “Subject Country”), to execute and deliver, as soon as practicable but in any event within 90 days after the end creation or Acquisition of any Subject Entity, or (y) within 90 days after any country becomes a Subject Country, appropriate Security Agreements together with such resolutions, financing statements, opinions of counsel, incumbency certificates and other documentation as the Agent may reasonably require. Notwithstanding the foregoing provisions of this Section 7.8 and the definitions of “Included Country” and “Excluded Country” contained herein,
(i) it is the intent of the parties hereto that not less than 85% of each of the consolidated revenues and the consolidated assets of Danka PLC and its Subsidiaries for every fiscal quarteryear during the term of this Agreement shall be attributable to the operations and assets of the Companies and the Guarantors and, in furtherance thereof, if at any time the addition of Guarantors shall be required to meet such thresholds, then the Companies shall promptly notify the Agent of such event which shall identify such additional country or countries which are to be treated as Included Countries, and shall promptly cause to be executed and delivered such additional Guaranties of all resulting Included Country Operating Companies and Included Country Holding Companies pertaining to such additional country or countries, appropriate Pledge Agreements (or supplements to existing Pledge Agreements), and related documents described in the first sentence of this Section 7.8 ; and
(ii) in the event that, with respect to countries that become Included Countries after the date hereof (other than by election of the Companies pursuant to the immediately preceding clause (i)), the laws of, or action by a competent Governmental Authority in, the applicable Included Country (a “Governmental Impairment”) shall prohibit or would render unenforceable the Guaranties or Pledge Agreements otherwise required to be furnished pursuant to the first sentence of this Section 7.8 , then the Companies shall not be deemed to be in default in the performance of the provisions of this Section 7.8 if (A) the Companies shall (x) give prompt (but in no event later than 30 days after the creation or acquisition of such Subsidiary or such country becoming an Included Country) notice of the existence of any Governmental Impairment to the Agent, and (y) use, and cause the affected Subsidiaries to use, their best efforts to eliminate or cure the circumstances giving rise to such Governmental Impairment, and (B) excluding the Subsidiaries which remain subject to Governmental Impairments, not less than 85% of each Domestic of the consolidated revenues and the consolidated assets of Danka PLC and its Subsidiaries determined as at the end of the most recently ended fiscal year both before and after giving effect to such exclusion shall be attributable to the operations and assets of the Companies and the Guarantors. The Companies shall not make any Investments in any Guarantor (or in any Person which upon giving effect to such Investment would result in such Subsidiary acquired being required to become a Guarantor), if the Guaranty of such Guarantor is limited as to amount unless the Majority Banks shall deem such Guaranty (or created during a Substitute Guaranty provided by such fiscal quarter Guarantor together with such resolutions, opinions of counsel, incumbency certificates and other documentation as the Agent may require) in a sufficient amount (it being agreed that the Guaranties delivered and accepted as of the Closing Date are in a sufficient amount). At any time if the Majority Banks request a replacement Guaranty from a Guarantor, which has previously delivered a Guaranty in a limited amount, in a greater amount and the net worth of such Guarantor shall have increased materially since the delivery of its Guaranty, the Companies shall cause to be delivered to the Agent for the benefit of the Lenders each of the following:
(i) such a Guaranty executed in such greater amount as the Majority Banks may request, if permitted by each applicable law, together with such Domestic Subsidiary substantially in the form resolutions, opinions of Exhibit F hereto;
(ii) a Negative Pledge Agreement executed by each such Domestic Subsidiary substantially in the form of Exhibit I hereto;
(iii) a Pledge Agreement executed by each such Domestic Subsidiary's stockholders substantially in the form of Exhibit K-1 or K-2 heretocounsel, incumbency certificates and other documentation as applicable, pledging 100% (or such lesser percentage as such Person shall own of any Partially-Owned Subsidiary) of the capital stock and related interests and rights of such Domestic Subsidiary, or other comparable instrument pledging or assigning to the Agent for the benefit of the Lenders all of the equity, membership or partnership interest of such Domestic Subsidiary;
(iv) stock certificates representing 100% of the capital stock and related interests and rights of each such Domestic Subsidiary, or other appropriate evidence of ownership of 100% of the equity, membership or partnership interest of each such Domestic Subsidiary, 65 in each case together with duly executed stock powers or powers of assignment in blank affixed thereto, or in the case that any such Domestic Subsidiary is a partnership or other entity that has not issued certificates evidencing ownership of such partnership or other entity, the Collateral Assignment of Interests and Certificate and Receipt of Registrar of such entity with respect to the registration of the Lien on Assigned Interests so long as such assignment is not prohibited by the Governing Documents of such entity;
(v) an opinion of counsel to each such Domestic Subsidiary dated as of the date of delivery of the Guaranty and other Loan Documents provided for in this Section 8.19(a) and addressed to the Agent and the Lenders, in form and substance substantially identical to the opinion of counsel delivered pursuant to Section 6.1(a)(ii) on the Closing Date, with respect to each Loan Party which is party to any Loan Document which such newly acquired or created Subsidiary is required to deliver or cause to be delivered pursuant to this Section 8.19(a);
(vi) current copies of the Organizational Documents and Operating Documents of each such Domestic Subsidiary, minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organizational Documents or Operating Documents, of the shareholders) of such Domestic Subsidiary authorizing the actions and the execution and delivery of documents described in this Section 8.19(a); and
(vii) such other documents and agreements as may be reasonably requested by the Agentrequest.
(b) Within forty-five (45) days after the acquisition or creation of any Direct Foreign Subsidiary, cause to be delivered to the Agent for the benefit of the Lenders each of the following:
(i) a Pledge Agreement executed by such Direct Foreign Subsidiary's stockholders in such form reasonably acceptable to the Agent, pledging 65% (or such lesser percentage as such Person shall own) of the Voting Stock of such Direct Foreign Subsidiary, or other comparable instrument pledging or assigning to the Agent for the benefit of the Lenders comparable percentages of the voting and non-voting stock of such Direct Foreign Subsidiary;
(ii) to the extent that such Direct Foreign Subsidiary constitutes a Material Foreign Subsidiary, an opinion of foreign counsel to such Domestic Subsidiary dated as of the date of delivery of the Pledge Agreement or other comparable instrument provided for in this Section 8.19(b) and addressed to the Agent and the Lenders, in form and substance acceptable to the Agent, with respect to each Loan Party which is party to any Loan Document which such newly acquired or created Direct Foreign Subsidiary is required to deliver or cause to be delivered pursuant to this Section 8.19(b); and
(iii) such other documents and agreements as may be reasonably requested by the Agent.
Appears in 1 contract
