Common use of Covenants of Each Guarantor Clause in Contracts

Covenants of Each Guarantor. Each Guarantor covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earliest to occur of (i) the date upon which the Loans and all other Obligations (other than any contingent or indemnification obligations not then due and any Obligations owing to a Non-Lender Secured Party) then due and owing, shall have been paid in full in cash and the Commitments shall have terminated, (ii) as to any Subsidiary Guarantor, a sale or other disposition of all the Capital Stock of such Subsidiary Guarantor (other than to a Borrower or a [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Subsidiary Guarantor), or any other transaction or occurrence as a result of which such Subsidiary Guarantor ceases to be a Subsidiary of the Borrower, in each case that is permitted under the Credit Agreement or (iii) as to any Subsidiary Guarantor, such Subsidiary Guarantor becoming an Excluded Subsidiary, such Guarantor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor or any of its Subsidiaries.

Appears in 1 contract

Samples: Credit Agreement (Aimmune Therapeutics, Inc.)

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Covenants of Each Guarantor. Each Guarantor (other than the Borrowers) covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earliest to occur of (i) the date upon which the Loans Loans, any Reimbursement Obligations and all other Obligations (other than any contingent or indemnification obligations not then due and any Obligations owing to a Non-Lender Secured Party) then due and owing, shall have been paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized or otherwise provided for in a manner reasonably satisfactory to the applicable Issuing Lender) and the Commitments shall have terminated, (ii) as to any Subsidiary Guarantorsuch Guarantor (other than the Parent), a sale or other disposition of all the Capital Stock of such Subsidiary Guarantor (other than to the Parent, a Borrower or a [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Subsidiary Guarantor), or any other transaction or occurrence as a result of which such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the BorrowerParent, in each case that is permitted under the Credit Agreement or (iii) as to any Subsidiary Guarantorsuch Guarantor (other than the Parent), such Subsidiary Guarantor being or becoming an Excluded Subsidiary, such Guarantor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor or any of its Restricted Subsidiaries.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Nci Building Systems Inc)

Covenants of Each Guarantor. Each Guarantor covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earliest to occur of (i) the date upon which the Loans Loans, any Reimbursement Amounts and all other Obligations (other than any contingent or indemnification obligations not then due and any Obligations owing to a Non-Lender Secured Party) then due and owing, shall have been paid in full in cash, no Letter of Credit shall be outstanding (except for any Letter of Credit that has been cash collateralized, or otherwise provided for in a manner reasonably satisfactory to the applicable Issuing Lender) and the Commitments shall have terminated, (ii) as to any Subsidiary Guarantor, a sale or other disposition of the date upon which all the Capital Stock of such Subsidiary Guarantor shall have been sold or otherwise disposed of (to a Person other than to a Holdings, Parent Borrower or a [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Restricted Subsidiary), or, if such Guarantor is a Subsidiary Guarantor), or any other transaction or occurrence as a result of which such Subsidiary Guarantor ceases to be a Subsidiary of the BorrowerRestricted Subsidiary, in each case that is permitted under the Credit Agreement or (iii) as to any Subsidiary Guarantor, such Subsidiary Guarantor becoming an Excluded Subsidiary, such Guarantor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor or any of its Restricted Subsidiaries.

Appears in 1 contract

Samples: Credit Agreement (Hertz Corp)

Covenants of Each Guarantor. Each Guarantor covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earliest to occur of (i) the date upon which the Loans Loans, any Reimbursement Obligations, and all other Obligations (other than any contingent or indemnification obligations not then due and any Obligations owing to a Non-Lender Secured Party) then due and owing, shall have been paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized in a manner satisfactory to the applicable Issuing Lenders) and the Commitments shall have terminated, (ii) as to any Subsidiary Guarantor, a the sale or other disposition of all of the Capital Stock of such Subsidiary Guarantor (other than to a Holdings, the Parent Borrower or a [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Subsidiary Guarantorany Restricted Subsidiary), or or, if such Guarantor is a Subsidiary of the Parent Borrower, any other transaction or occurrence as a result of which such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Parent Borrower, in each case that is permitted under the Credit Agreement Agreement, or (iii) as to any Subsidiary Guarantor, such Subsidiary Guarantor becoming an Excluded Subsidiary, such Guarantor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor or any of its Restricted Subsidiaries.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Atkore International Group Inc.)

Covenants of Each Guarantor. Each Guarantor covenants and agrees with the Revolving Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earliest to occur of (i) the date upon which the Loans Loans, any Reimbursement Obligations and all other Obligations (other than any contingent or indemnification obligations not then due and any Obligations owing to a Non-Lender Secured Party) then due and owing, shall have been paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized in a manner satisfactory to the Issuing Bank) and the Revolving Commitments shall have terminated, (ii) as to any Subsidiary Guarantor, a sale or other disposition of the date upon which all the Capital Stock of such Subsidiary Guarantor shall have been sold or otherwise disposed of (to a Person other than to a the Parent Borrower or a [***] Certain information Restricted Subsidiary) in this document has been omitted and filed separately accordance with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Subsidiary Guarantor), or any other transaction or occurrence as a result of which such Subsidiary Guarantor ceases to be a Subsidiary terms of the Borrower, in each case that is permitted under the Revolving Credit Agreement or (iii) as to any Subsidiary Guarantor, the designation of such Subsidiary Guarantor becoming as an Excluded Unrestricted Subsidiary, such Guarantor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor or any of its Restricted Subsidiaries.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Servicemaster Co)

Covenants of Each Guarantor. Each Guarantor covenants and agrees with the Common Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earliest to occur of (i) the date upon which the Loans Loans, any Reimbursement Amounts and all other Obligations (other than any contingent or indemnification obligations not then due and any Obligations owing to a Non-Lender Secured Party) then due and owing, shall have been paid in full in cash, no Letter of Credit shall be outstanding (except for any Letter of Credit that has been cash collateralized, or otherwise provided for in a manner reasonably satisfactory to the applicable Issuing Lender) and the Commitments shall have terminated, (ii) as to any Subsidiary Guarantor, a sale or other disposition of the date upon which all the Capital Stock of such Subsidiary Guarantor shall have been sold or otherwise disposed of (to a Person other than to a Holdings, Parent Borrower or a [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Restricted Subsidiary), or, if such Guarantor is a Subsidiary Guarantor), or any other transaction or occurrence as a result of which such Subsidiary Guarantor ceases to be a Subsidiary of the BorrowerRestricted Subsidiary, in each case that is permitted under the each Credit Agreement or (iii) as to any Subsidiary Guarantor, such Subsidiary Guarantor becoming an Excluded Subsidiary, such Guarantor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor or any of its Restricted Subsidiaries.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Hertz Corp)

Covenants of Each Guarantor. Each Guarantor covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earliest to occur of (i) the date upon which the Loans and all other Obligations (other than any contingent or indemnification obligations not then due and any Obligations owing to a Non-Lender Secured PartyParty not then due and payable) then due and owing, shall have been paid in full in cash, all Letters of Credit are terminated or cash collateralized on terms reasonably satisfactory to the applicable Letter of Credit Issuer (or other arrangements have been made with respect thereto on terms reasonably satisfactory to the applicable Letter of Credit Issuer) and the Commitments shall have terminated, terminated or (ii) as to any U.S. Subsidiary Guarantor, a sale or other disposition of all the Capital Stock of such Subsidiary Guarantor (other than to a Borrower the U.S. Borrower, the U.S. Subsidiary Guarantors or a [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Subsidiary Guarantorany other Loan Party), or any other transaction or occurrence as a result of which such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the U.S. Borrower, in each case that is permitted under the Credit Agreement or (iii) as to any Subsidiary Guarantor, such Subsidiary Guarantor becoming an Excluded SubsidiaryAgreement, such Guarantor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor or any of its Restricted Subsidiaries.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Univar Solutions Inc.)

Covenants of Each Guarantor. Each Guarantor covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earliest to occur of (i) the date upon which the Loans Loans, any Reimbursement Obligations, and all other Obligations (other than any contingent or indemnification obligations not then due and any Obligations owing to a Non-Lender Secured Party) then due and owing, shall have been paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized in a manner satisfactory to the applicable Issuing Lenders) and the Commitments shall have terminated, (ii) as to any Subsidiary Guarantor, a the sale or other disposition of all of the Capital Stock of such Subsidiary Guarantor (other than to a Holdings, the Parent Borrower or a [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Subsidiary Guarantorany Restricted Subsidiary), or or, if such Guarantor is a Subsidiary of the Parent Borrower, any other transaction or occurrence as a result of which such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Parent Borrower, in each case that is permitted under the Credit Agreement or Agreement, (iii) as to any Subsidiary Guarantor, such Subsidiary Guarantor becoming an Excluded Subsidiary, such Guarantor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor or any of its Subsidiaries.Restricted Subsidiaries or (iv) as to Holdings, Holdings is released from its obligations hereunder pursuant to Subsection 9.16(h). 5.2

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Atkore Inc.)

Covenants of Each Guarantor. Each Guarantor covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earliest to occur of (i) the date upon which the Loans Loans, any Reimbursement Obligations, and all other Obligations (other than any contingent or indemnification obligations not then due and any Obligations owing to a Non-Lender Secured Party) then due and owing, shall have been paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized in a manner satisfactory to the applicable Issuing Lenders) and the Commitments shall have terminated, (ii) as to any Subsidiary Guarantor, a the sale or other disposition of all of the Capital Stock of such Subsidiary Guarantor (other than to a Holdings, the Parent Borrower or a [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Subsidiary Guarantorany Restricted Subsidiary), or or, if such Guarantor is a Subsidiary of the Parent Borrower, any other transaction or occurrence as a result of which such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Parent Borrower, in each case that is permitted under the Credit Agreement or Agreement, (iii) as to any Subsidiary Guarantor, such Subsidiary Guarantor becoming an Excluded Subsidiary, such Guarantor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor or any of its SubsidiariesRestricted Subsidiaries or (iv) as to Holdings, Holdings is released from its obligations hereunder pursuant to Subsection 9.16(h).

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Atkore International Group Inc.)

Covenants of Each Guarantor. Each Guarantor covenants and agrees with the Canadian Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earliest to occur of (i) the date upon which the Loans Loans, any Reimbursement Obligations, and all other Obligations (other than any contingent or indemnification obligations not then due and any Obligations owing to a Non-Lender Secured Party) then due and owing, shall have been paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized in a manner reasonably satisfactory to the applicable Issuing Lenders) and the Commitments shall have terminated, (ii) as to any Subsidiary Guarantor, a sale or other disposition of the date upon which all the Capital Stock of such Subsidiary Guarantor shall have been sold or otherwise disposed of (to a Person other than to a Holdings, the Parent Borrower or a [***] Certain information Restricted Subsidiary) in this document has been omitted and filed separately accordance with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Subsidiary Guarantor), or any other transaction or occurrence as a result terms of which such Subsidiary Guarantor ceases to be a Subsidiary of the Borrower, in each case that is permitted under the Credit Agreement or (iii) as to any Subsidiary Guarantor, the designation of such Subsidiary Guarantor becoming as an Excluded Unrestricted Subsidiary, such Guarantor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor or any of its Restricted Subsidiaries.

Appears in 1 contract

Samples: Canadian Guarantee and Collateral Agreement (Hertz Global Holdings Inc)

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Covenants of Each Guarantor. Each Guarantor covenants and agrees with the Revolving Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earliest to occur of (i) the date upon which the Loans Loans, any Reimbursement Obligations and all other Obligations (other than any contingent or indemnification obligations not then due and any Obligations owing to a Non-Lender Secured Party) then due and owing, shall have been paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized in a manner satisfactory to the Issuing Lender) and the Commitments shall have terminated, (ii) as to any Subsidiary Guarantor, a sale or other disposition of the date upon which all the Capital Stock of such Subsidiary Guarantor shall have been sold or otherwise disposed of (to a Person other than to a the Parent Borrower or a [***] Certain information any of its Restricted Subsidiaries) in this document has been omitted and filed separately accordance with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Subsidiary Guarantor), or any other transaction or occurrence as a result of which such Subsidiary Guarantor ceases to be a Subsidiary terms of the Borrower, in each case that is permitted under the Revolving Credit Agreement or (iii) as to any Subsidiary Guarantor, the designation of such Subsidiary Guarantor becoming as an Excluded Unrestricted Subsidiary, such Guarantor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor or any of its Restricted Subsidiaries.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Great North Imports, LLC)

Covenants of Each Guarantor. Each Guarantor (other than the U.S. Borrowers) covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earliest to occur of (i) the date upon which the Loans Loans, any Reimbursement Obligations, and all other Obligations (other than any contingent or indemnification obligations not then due and any Obligations owing to a Non-Lender Secured Party) then due and owing, shall have been paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized, or otherwise provided for in a manner reasonably satisfactory to the applicable Issuing Lender) and the Commitments shall have terminated, (ii) as to any Subsidiary Guarantorsuch Guarantor (other than Holdings), a sale or other disposition of all the Capital Stock of such Subsidiary Guarantor (other than to a U.S. Borrower or a [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. U.S. Subsidiary Guarantor), or any other transaction or occurrence as a result of which such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Parent Borrower, in each case that is permitted under the Credit Agreement or Agreement, (iii) as to any Subsidiary Guarantorsuch Guarantor (other than Holdings), such Subsidiary Guarantor being or becoming an Excluded SubsidiarySubsidiary or (iv) as to Holdings, Holdings being released from its obligations hereunder pursuant to Subsection 9.16(h), such Guarantor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor or any of its Restricted Subsidiaries.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Nci Building Systems Inc)

Covenants of Each Guarantor. Each Guarantor covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earliest to occur of (i) the date upon which the Loans Loans, any Reimbursement Obligations, and all other Obligations (other than any contingent or indemnification obligations not then due and any Obligations owing to a Non-Lender Secured Party) then due and owing, shall have been paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized, or otherwise provided for in a manner reasonably satisfactory to the applicable Issuing Bank) and the Commitments shall have terminated, (ii) as to any Subsidiary Guarantorsuch Guarantor (other than Holdings), a sale or other disposition of all the Capital Stock of such Subsidiary Guarantor (other than to a the Borrower or a [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Subsidiary Guarantor), or any other transaction or occurrence as a result of which such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Borrower, in each case that is permitted under the Credit Agreement or Agreement, (iii) as to any Subsidiary Guarantorsuch Guarantor (other than Holdings), such Subsidiary Guarantor being or becoming an Excluded SubsidiarySubsidiary or (iv) as to Holdings, Holdings being released from its obligations hereunder pursuant to Subsection 9.16(h), such Guarantor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor or any of its Restricted Subsidiaries.

Appears in 1 contract

Samples: Cash Flow Guarantee and Collateral Agreement (Nci Building Systems Inc)

Covenants of Each Guarantor. Each Guarantor covenants and agrees with the ABL Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earliest to occur of (i) the date upon which the Loans Loans, any Reimbursement Obligations and all other Obligations (other than any contingent or indemnification obligations not then due and any Obligations owing to a Non-Lender Secured Party) then due and owing, shall have been paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized in a manner satisfactory to the Issuing Lender) and the Commitments shall have terminated, (ii) as to any Subsidiary Guarantor, a sale or other disposition of the date upon which all the Capital Stock of such Subsidiary Guarantor shall have been sold or otherwise disposed of (to a Person other than to a the Parent Borrower or a [***] Certain information any Restricted Subsidiary) in this document has been omitted and filed separately accordance with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Subsidiary Guarantor), or any other transaction or occurrence as a result terms of which such Subsidiary Guarantor ceases to be a Subsidiary of the Borrower, in each case that is permitted under the Credit Agreement or (iii) as to any Subsidiary Guarantor, the designation of such Subsidiary Guarantor becoming as an Excluded Unrestricted Subsidiary, such Guarantor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor or any of its Restricted Subsidiaries.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Great North Imports, LLC)

Covenants of Each Guarantor. Each Guarantor covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earliest to occur of (i) the date upon which the Loans Loans, any Reimbursement Obligations, and all other Obligations (other than any contingent or indemnification obligations not then due and any Obligations owing to a Non-Lender Secured Party) then due and owing, shall have been paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized in a manner satisfactory to the applicable Issuing Lenders) and the Commitments shall have terminated, (ii) as to any Subsidiary Guarantor, a the date upon which the sale or other disposition of all of the Capital Stock of such Subsidiary Guarantor shall have been sold or otherwise disposed of (other to a Person(other than to a Holdings, the Parent Borrower or a [***] Certain information any Restricted Subsidiary) in this document has been omitted and filed separately accordance with the Securities and Exchange Commission. Confidential treatment has been requested with respect to terms of, or, if such Guarantor is a Subsidiary of the omitted portions. Subsidiary Guarantor)Parent Borrower, or any other transaction or occurrence as a result of which such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Parent Borrower, in each case that is permitted under the Credit Agreement or (iii) as to any Subsidiary Guarantor, the designation of such Subsidiary Guarantor becoming as an Unrestrictedbecoming an Excluded Subsidiary, such Guarantor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor or any of its Restricted Subsidiaries.

Appears in 1 contract

Samples: Intercreditor Agreement (Atkore International Group Inc.)

Covenants of Each Guarantor. Each Guarantor covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earliest to occur of (i) the date upon which the Loans and all other Obligations (other than any contingent or indemnification obligations not then due and any Obligations owing to a Non-Lender Secured PartyParty not then due and payable) then due and owing, shall have been paid in full in cash, all Letters of Credit are terminated or cash collateralized on terms reasonably satisfactory to the applicable Letter of Credit Issuer (or other arrangements have been made with respect thereto on terms reasonably satisfactory to the applicable Letter of Credit Issuer) and the Commitments shall have terminated, terminated or (ii) as to any Subsidiary Guarantor, a sale or other disposition of all the Capital Stock of such Subsidiary Guarantor (other than to a Borrower the U.S. Parent Borrower, the U.S. Subsidiary Borrowers or a [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Subsidiary any other Guarantor), or any other transaction or occurrence as a result of which such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the U.S. Parent Borrower, in each case that is permitted under the Credit Agreement or (iii) as to any Subsidiary Guarantor, such Subsidiary Guarantor becoming an Excluded SubsidiaryAgreement, such Guarantor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor or any of its Restricted Subsidiaries.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Univar Solutions Inc.)

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