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Common use of Domestic Subsidiaries Clause in Contracts

Domestic Subsidiaries. Where Domestic Subsidiaries of the Borrower which are not Credit Parties hereunder (the "Non-Guarantor Subsidiaries") shall at any time constitute more than (the "Threshold Requirement"): (i) in any instance for any such Non-Guarantor Subsidiary, five percent (5%) of consolidated assets for the Consolidated Group or five percent (5%) of consolidated revenues for the Consolidated Group, or (ii) in the aggregate for all such Non-Guarantor Subsidiaries, ten percent (10%) of consolidated assets for the Consolidated Group or ten percent (10%) of consolidated revenues for the Consolidated Group, then the Borrower shall (i) promptly notify the Administrative Agent thereof, and promptly cause such Domestic Subsidiary or Subsidiaries to become a Guarantor by execution of a Joinder Agreement, such that immediately after joinder as a Guarantor, the remaining Non-Guarantor Subsidiaries shall not in any instance, or collectively, exceed the Threshold Requirement, (ii) deliver with the Joinder Agreement, supporting resolutions, incumbency certificates, corporate formation and organizational documentation and opinions of counsel as the Administrative Agent may reasonably request, and (iii) deliver stock certificates and related pledge agreements or pledge joinder agreements evidencing the pledge of 100% of the Voting Stock of all Domestic Subsidiaries (whether or not they are Guarantors) and 65% of the Voting Stock of all Foreign Subsidiaries, together with undated stock transfer powers executed in blank.

Appears in 3 contracts

Samples: Credit Agreement (School Specialty Inc), Credit Agreement (School Specialty Inc), Credit Agreement (School Specialty Inc)

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Domestic Subsidiaries. Where Domestic Subsidiaries of the Borrower which are not Credit Parties hereunder (the "Non-Guarantor Subsidiaries") shall at any time constitute more than (the "Threshold Requirement"): (i) in any instance for any such Non-Guarantor Subsidiary, five percent (5%) of consolidated assets for the Consolidated Group or five percent (5%) of consolidated revenues for the Consolidated Group, or (ii) in the aggregate for all such Non-Guarantor Subsidiaries, ten percent (10%) of consolidated assets for the Consolidated Group or ten percent (10%) of consolidated revenues for the Consolidated Group, then the Borrower shall (i) promptly notify the Administrative Agent thereof, and promptly cause such Domestic Subsidiary or Subsidiaries to become a Guarantor by execution of a Joinder Agreement, such that immediately after joinder as a Guarantor, the remaining Non-Guarantor Subsidiaries shall not in any instance, or collectively, exceed the Threshold Requirement, (ii) deliver with the Joinder Agreement, supporting resolutions, incumbency certificates, corporate formation and organizational documentation and opinions of counsel as the Administrative Agent may reasonably request, and (iii) deliver stock certificates and related pledge agreements or pledge joinder agreements evidencing the pledge of 100% of the Voting Stock of all such Domestic Subsidiaries (whether or not they are Guarantors) and 65% of the Voting Stock of all Foreign Subsidiaries, together with undated stock transfer powers executed in blank.

Appears in 1 contract

Samples: Credit Agreement (Navigant International Inc)

Domestic Subsidiaries. Where Domestic Subsidiaries of the Borrower --------------------- which are not Credit Parties hereunder (the "Non-Guarantor Subsidiaries") shall -------------------------- at any time constitute more than (the "Threshold Requirement"):): --------------------- (i) in any instance for any such Non-Guarantor Subsidiary, five percent (5%) of consolidated assets for the Consolidated Group or five percent (5%) of consolidated revenues for the Consolidated Group, or (ii) in the aggregate for all such Non-Guarantor Subsidiaries, ten percent (10%) of consolidated assets for the Consolidated Group or ten percent (10%) of consolidated revenues for the Consolidated Group, then the Borrower shall (i) promptly notify the Administrative Agent thereof, and promptly cause such Domestic Subsidiary or Subsidiaries to become a Guarantor by execution of a Joinder Agreement, such that immediately after joinder as a Guarantor, the remaining Non-Guarantor Subsidiaries shall not in any instance, or collectively, exceed the Threshold Requirement, (ii) deliver with the Joinder Agreement, supporting resolutions, incumbency certificates, corporate formation and organizational documentation and opinions of counsel as the Administrative Agent may reasonably request, and (iii) deliver stock certificates and related pledge agreements or pledge joinder agreements evidencing the pledge of 100% of the Voting Stock of all such Domestic Subsidiaries (whether or not they are Guarantors) and 65% of the Voting Stock of all Foreign Subsidiaries, together with undated stock transfer powers executed in blank.

Appears in 1 contract

Samples: Credit Agreement (Navigant International Inc)

Domestic Subsidiaries. Where At any time any Person becomes a --------------------- Wholly-Owned Domestic Subsidiaries Subsidiary (other than ARC or any other Wholly-Owned Subsidiary of the Borrower through which are not Credit Parties hereunder a Permitted Receivables Financing is conducted), the Company will as soon as practicable (the "Non-Guarantor Subsidiaries") shall at any time constitute more than (the "Threshold Requirement"): (i) and in any instance for any such Non-Guarantor Subsidiary, event within five percent (5%) of consolidated assets for the Consolidated Group or five percent (5%days) of consolidated revenues for the Consolidated Group, or (ii) in the aggregate for all such Non-Guarantor Subsidiaries, ten percent (10%) of consolidated assets for the Consolidated Group or ten percent (10%) of consolidated revenues for the Consolidated Group, then the Borrower shall (i) promptly notify the Administrative Agent thereof, thereof and promptly cause such Domestic Subsidiary or Subsidiaries (other than ARC) to become a Guarantor hereunder by (i) execution of a Joinder Agreement, such that immediately after joinder as a Guarantor, the remaining Non-Guarantor Subsidiaries shall not in any instance, or collectively, exceed the Threshold Requirement, (ii) deliver with the Joinder Agreement, delivery of supporting resolutions, incumbency certificates, corporate formation and organizational documentation and opinions of counsel as the Administrative Agent may reasonably request, and (iii) deliver delivery of stock certificates and a related pledge agreements agreement or pledge joinder agreements agreement evidencing the pledge of 100% of the Voting Stock of all such Domestic Subsidiary owned, directly or indirectly, by the Company and of 100% of the Voting Stock of each of its Domestic Subsidiaries (whether owned, directly or not they are Guarantors) indirectly, by the Company and 65% of the Voting Stock of all each of its Foreign Subsidiaries, together in each case with undated stock transfer powers executed in blank. The Company or the Borrower may cause other Domestic Subsidiaries which are not Wholly- Owned Subsidiaries to become Guarantors hereunder by execution of a Joinder Agreement and satisfaction of the other conditions for a Wholly-Owned Domestic Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Amerisource Distribution Corp)

Domestic Subsidiaries. Where Domestic Subsidiaries of the Borrower which are not Credit Parties hereunder Guarantors (the "Non-Guarantor Domestic Subsidiaries") shall at any time constitute more than (the "Domestic Threshold Requirement"): (i) in any instance for any such Non-Guarantor Domestic Subsidiary, constitute more than five percent (5%) of consolidated assets for the Consolidated Group as of the end of the immediately preceding fiscal quarter or generate more than five percent (5%) of consolidated revenues for the Consolidated GroupGroup for the period of four consecutive fiscal quarters ending as of the end of the immediately preceding fiscal quarter, or (ii) in the aggregate for all such Non-Guarantor Domestic Subsidiaries, constitute more than ten percent (10%) of consolidated assets for the Consolidated Group as of the end of the immediately preceding fiscal quarter or generate more than ten percent (10%) of consolidated revenues for the Consolidated GroupGroup for the period of four consecutive fiscal quarters ending as of the end of the immediately preceding fiscal quarter, then the Borrower shall (i) promptly notify the Administrative Agent thereof within 10 days after a Responsible Officer has knowledge thereof, and promptly (ii) within 45 days thereafter, (A) cause each such Domestic Subsidiary or Subsidiaries to become a Guarantor by execution of a Joinder Agreement, such that immediately after joinder as a Guarantor, the remaining Non-Guarantor Domestic Subsidiaries shall not in any instance, or collectively, exceed the Domestic Threshold Requirement, (iiB) deliver with the Joinder Agreement, Agreement such supporting resolutions, incumbency certificates, corporate formation and organizational documentation and opinions of counsel as the Administrative Agent may reasonably request, and (iiiC) deliver stock certificates and related pledge agreements or pledge joinder agreements evidencing the pledge of 100% of the Voting Stock capital stock of all each Domestic Subsidiaries Subsidiary (whether or not they are Guarantorsit is a Guarantor) of the Borrower and 66% Section 1. 956-2(c)(2)) and 65100% of the Voting issued and outstanding Capital Stock not entitled to vote (within the meaning of all Foreign SubsidiariesTreas. Reg. Section 1. 956-2(c)(2)) of each Canadian Subsidiary directly owned by each such Domestic Subsidiary to secure the obligations of the Credit Parties under the Credit Documents, together with undated stock transfer powers executed in blank.

Appears in 1 contract

Samples: Credit Agreement (Take Two Interactive Software Inc)

Domestic Subsidiaries. Where Domestic Subsidiaries of the Borrower which are not Credit Parties hereunder (the "Non-Guarantor Subsidiaries") shall at any time constitute more than (the "Threshold Requirement"): (i) in any instance for any such Non-Guarantor Subsidiary, five percent (5%) of consolidated assets for the Consolidated Group or five percent (5%) of consolidated revenues for the Consolidated Group, or (ii) in the aggregate for all such Non-Guarantor Subsidiaries, ten percent (10%) of consolidated assets for the Consolidated Group or ten percent (10%) of consolidated revenues for the Consolidated Group, then the Borrower shall promptly (but in any event within thirty (30) days) (i) promptly notify the Administrative Agent thereof, and promptly (ii) cause such Domestic Subsidiary or Subsidiaries to become a Guarantor by execution of a Joinder Agreement, such that immediately after joinder as a Guarantor, the remaining Non-Guarantor Subsidiaries shall not in any instance, or collectively, exceed the Threshold Requirement, (iiiii) deliver with the Joinder Agreement, supporting resolutions, incumbency certificates, corporate formation and organizational documentation and opinions of counsel as the Administrative Agent may reasonably request, and (iiiiv) deliver stock certificates and related pledge agreements or pledge joinder agreements evidencing the pledge of 100% of the Voting Stock of all Domestic Subsidiaries (whether or not they are Guarantors) and 65% of the Voting Stock of all Foreign Subsidiaries), together in each case with undated stock transfer powers executed in blank.

Appears in 1 contract

Samples: Credit Agreement (Just for Feet Inc)

Domestic Subsidiaries. Where Domestic Subsidiaries of the Borrower Company --------------------- which are not Credit Parties hereunder (the "Non-Guarantor Subsidiaries") shall -------------------------- at any time constitute more than (the "Threshold Requirement"):): --------------------- (i) in any instance for any such Non-Guarantor Subsidiary, five percent (5%) of consolidated assets for the Consolidated Group or five percent (5%) of consolidated revenues for the Consolidated Group, or (ii) in the aggregate for all such Non-Guarantor Subsidiaries, ten percent (10%) of consolidated assets for the Consolidated Group or ten percent (10%) of consolidated revenues for the Consolidated Group, then the Borrower Company shall (i) promptly notify the Administrative Agent thereof, and promptly cause such Domestic Subsidiary or Subsidiaries to become a Guarantor by execution of a Joinder Agreement, such that immediately after joinder as a Guarantor, the remaining Non-Guarantor Subsidiaries shall not in any instance, or collectively, exceed the Threshold Requirement, (ii) deliver with the Joinder Agreement, supporting resolutions, incumbency certificates, corporate formation and organizational documentation and opinions of counsel as the Administrative Agent may reasonably request, and (iii) deliver stock certificates and related pledge agreements or pledge joinder agreements evidencing the pledge of 100% of the Voting Stock of all Domestic Subsidiaries (whether or not they are Guarantors) and 6566% of the Voting Stock of all Foreign Subsidiaries, together with undated stock transfer powers executed in blank.

Appears in 1 contract

Samples: Credit Agreement (Pediatric Services of America Inc)

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Domestic Subsidiaries. Where Domestic Subsidiaries of the Borrower which are not Credit Parties hereunder (the "Non-Guarantor Subsidiaries") shall at any time constitute more than (the "Threshold Requirement"): (i) in any instance for any such Non-Guarantor Subsidiary, five percent (5%) of consolidated assets for the Consolidated Group or five percent (5%) of consolidated revenues for the Consolidated Group, or (ii) in the aggregate for all such Non-Guarantor Subsidiaries, ten percent (10%) of consolidated assets for the Consolidated Group or ten percent (10%) of consolidated revenues for the Consolidated Group, then the Borrower shall (i) promptly notify the Administrative Agent thereof within 10 days after a Responsible Officer has knowledge thereof, and promptly and, within 20 days thereafter, (A) cause such Domestic Subsidiary or Subsidiaries to become a Guarantor by execution of a Joinder Agreement, such that immediately after joinder as a Guarantor, the remaining Non-Guarantor Subsidiaries shall not in any instance, or collectively, exceed the Threshold Requirement, (iiB) deliver with the Joinder Agreement, supporting resolutions, incumbency certificates, corporate formation and organizational documentation and opinions of counsel as the Administrative Agent may reasonably request, and (iiiC) deliver stock certificates and related pledge agreements or pledge joinder agreements evidencing the pledge of 100% of the Voting Stock of all Domestic Subsidiaries (whether or not they are Guarantors) and 65% of the Voting Stock of all Foreign Subsidiaries, together with undated stock transfer powers executed in blank.agreements

Appears in 1 contract

Samples: Credit Agreement (Railworks Corp)

Domestic Subsidiaries. Where Domestic Subsidiaries of the Borrower which are not Credit Parties hereunder Guarantors (the "Non-Guarantor Domestic Subsidiaries") shall at any time constitute more than (the "Threshold Requirement"): (i) in any instance for any such Non-Guarantor Domestic Subsidiary, constitute more than five percent (5%) of consolidated assets for the Consolidated Group as of the end of the immediately preceding fiscal quarter or generate more than five percent (5%) of consolidated revenues for the Consolidated GroupGroup for the period of four consecutive fiscal quarters ending as of the end of the immediately preceding fiscal quarter, or (ii) in the aggregate for all such Non-Guarantor Domestic Subsidiaries, constitute more than ten percent (10%) of consolidated assets for the Consolidated Group as of the end of the immediately preceding fiscal quarter or generate more than ten percent (10%) of consolidated revenues for the Consolidated GroupGroup for the period of four consecutive fiscal quarters ending as of the end of the immediately preceding fiscal quarter, then the Borrower shall (i) promptly notify the Administrative Agent thereof within 10 days after a Responsible Officer has knowledge thereof, and promptly (ii) within 45 days thereafter, (A) cause each such Domestic Subsidiary or Subsidiaries to become a Guarantor by execution of a Joinder Agreement, such that immediately after joinder as a Guarantor, the remaining Non-Guarantor Domestic Subsidiaries shall not in any instance, or collectively, exceed the Threshold Requirement, (iiB) deliver with the Joinder Agreement, Agreement such supporting resolutions, incumbency certificates, corporate formation and organizational documentation and opinions of counsel as the Administrative Agent may reasonably request, and (iiiC) deliver stock certificates and related pledge agreements or pledge joinder agreements evidencing the pledge of 100% of the Voting Stock capital stock of all each Domestic Subsidiaries Subsidiary (whether or not they are Guarantorsit is a Guarantor) and 65% as security for the obligations of the Voting Stock of all Foreign SubsidiariesBorrower under the Credit Documents, together with undated stock transfer powers executed in blank.

Appears in 1 contract

Samples: Credit Agreement (Railworks Corp)

Domestic Subsidiaries. Where Domestic Subsidiaries of the Borrower which are not Credit Parties hereunder (the "Non-Guarantor Subsidiaries") shall at any time constitute more than the following (the "Threshold Requirement"): (i) in any instance for any such Non-Guarantor Subsidiary, five percent (5%) of consolidated assets for the Consolidated Group at the end of the immediately preceding fiscal year or five percent (5%) of consolidated revenues for the Consolidated GroupGroup for the immediately preceding fiscal year, or (ii) in the aggregate for all such Non-Guarantor Subsidiaries, ten percent (10%) of consolidated assets for the Consolidated Group at the end of the immediately preceding fiscal year or ten percent (10%) of consolidated revenues for the Consolidated GroupGroup for the immediately preceding fiscal year, then the Borrower shall (i) promptly notify the Administrative Agent thereof, and promptly cause such Domestic Subsidiary or Subsidiaries to become a Guarantor by execution of a Joinder Agreement, Agreement such that immediately after joinder as such Domestic Subsidiary or Subsidiaries becomes a Guarantor, the remaining Non-Guarantor Subsidiaries shall not in any instance, or collectively, 66 exceed the Threshold Requirement, (ii) deliver with the Joinder Agreement, supporting resolutions, incumbency certificates, corporate formation and organizational documentation and opinions of counsel as the Administrative Agent may reasonably request, and (iii) deliver stock certificates and related pledge agreements or pledge joinder agreements evidencing the pledge of 100% %, or if less the full amount owned by members of the Consolidated Group, of the Voting Stock of all Domestic Subsidiaries (whether or not they are Guarantors) and 65% of the Voting Stock of all Foreign Subsidiaries), together with undated stock transfer powers executed in blank.

Appears in 1 contract

Samples: Credit Agreement (C&d Technologies Inc)

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