Execution of Subsidiary Guaranty. In the event that any Person becomes a Domestic Subsidiary of Company after the Funding Date (other than an Exempt Subsidiary) or Company wishes an Exempt Subsidiary to be removed from such category, Company will promptly notify Agents of that fact and cause such Subsidiary to execute and deliver to Administrative Agent a counterpart of the Subsidiary Guaranty. Without limiting the foregoing, Company shall promptly (and, in any event, within 60 days) following the Acquisition cause the Domestic Subsidiaries of Medco (other than any Exempt Subsidiary) to execute and deliver to Administrative Agent a counterpart of the Subsidiary Guaranty.
Execution of Subsidiary Guaranty. In the event that after the date of Closing any U.S. Subsidiary becomes a Material Subsidiary or the Company acquires a U.S. Subsidiary which is a Material Subsidiary, the Company will promptly notify the holders of the Notes of that fact and will promptly cause each such Material Subsidiary to execute and deliver to the holders of the Notes a counterpart of the Subsidiary Guaranty; provided that the Company shall cause its U.S. Subsidiaries that are not Material Subsidiaries also to execute and deliver to the holders of the Notes a counterpart of the Subsidiary Guaranty (and will promptly notify the holders of the Notes thereof) to the extent necessary to ensure that (i) the Company's and its Subsidiaries' proportional share of the total assets (after intercompany eliminations) of all U.S. Subsidiaries that are not Subsidiary Guarantors (other than the Issuer) does not exceed 20% of the Company's and its Subsidiaries' proportional share of the total assets (after intercompany eliminations) of all U.S. Subsidiaries (including the Issuer); and (ii) the income from continuing operations before income taxes, extraordinary items and cumulative effect of any change in accounting principles of all U.S. Subsidiaries that are not Subsidiary Guarantors (other than the Issuer) does not exceed 20% of such income of all U.S. Subsidiaries (including the Issuer), as of the end of or for, as the case may be, the then most recently completed fiscal year of the Company, based upon the annual financial statements for the most recently completed fiscal year of the Company. The Company shall deliver to the holders of the Notes, together with such counterpart of the Subsidiary Guaranty, (i) certified copies of such Subsidiary Guarantor's Articles or Certificate of Incorporation, together with a good standing certificate from the Secretary of State of the jurisdiction of its incorporation, each to be dated a recent date prior to their delivery to the holders of the Notes, (ii) a copy of such Subsidiary Guarantor's Bylaws, certified by its corporate secretary or an assistant corporate secretary as of a recent date prior to their delivery to the holders of the Notes, (iii) a certificate executed by the secretary or an assistant secretary of such Subsidiary Guarantor as to (a) the incumbency and signatures of the officers of such Subsidiary Guarantor executing the counterpart of the Subsidiary Guaranty and (b) the fact that the attached resolutions of the Board of Directors of suc...
Execution of Subsidiary Guaranty. In the event that any Person becomes a Domestic Subsidiary of Company after the Closing Date (other than an Exempt Subsidiary) or Company wishes an Exempt Subsidiary to be removed from such category, Company will promptly notify Agents of that fact and cause such Subsidiary to execute and deliver to Administrative Agent a counterpart of the Subsidiary Guaranty.
Execution of Subsidiary Guaranty. Subject to the provisions of Section 5.9(c) below, in the event that any Person becomes a Subsidiary of Holdings after the date hereof, Holdings will promptly notify Purchasers of that fact and cause such Subsidiary to execute and deliver to Purchasers a counterpart of the Subsidiary Guaranty.
Execution of Subsidiary Guaranty. Simultaneously with the execution and delivery of this First Supplemental Indenture, Geo Air shall execute and deliver to the Trustee a Subsidiary Guaranty in the form contemplated by the Indenture.
Execution of Subsidiary Guaranty. If any Subsidiary of a Borrower in existence on the Closing Date that has not previously executed the Subsidiary Guaranty becomes a Material Subsidiary after the Closing Date, or if any Person (other than a Joint Venture that is not a wholly owned Subsidiary of the Company) becomes a Material Subsidiary after the date hereof, the Borrowers will promptly notify the Administrative Agent of that fact and cause such Subsidiary to execute and deliver to the Administrative Agent a counterpart of the Subsidiary Guaranty and to take all such further actions and execute all such further documents and instruments as the Administrative Agent may reasonably request to guaranty the Obligations.
Execution of Subsidiary Guaranty and Collateral Documents by Future Subsidiaries; Auxiliary Pledge Agreements; Release of Liens and Guarantees . . . . . . . . . . . . . . . . . . . . . . . 98 6.10
Execution of Subsidiary Guaranty. In the event that any Subsidiary of Company existing on the Closing Date that has not previously executed the Subsidiary Guaranty hereafter becomes a Material Domestic Subsidiary, or in the event that any Person becomes a Material Domestic Subsidiary of Company after the date hereof, and, in each case, such Subsidiary is not prohibited by applicable law or, solely with respect to (i) a Person that becomes a Subsidiary of Company after the Closing Date pursuant to a Permitted Acquisition or otherwise or (ii) Subsidiaries of Company on the Closing Date that are not Material Domestic Subsidiaries, legally valid contractual restrictions (that, in the case of clause (i) above, existed prior to the date of such Permitted Acquisition, if applicable, and were not created in anticipation of such acquisition or the formation of such Subsidiary, as applicable, or, in the case of clause (ii) above, existed on the Closing Date) from guaranteeing the Obligations, Company will promptly notify Administrative Agent of that fact and, within 45 days of the date that the year-end financials for the year in which such Subsidiary becomes a Material Domestic Subsidiary are required to be delivered to the Administrative Agent under subsection 6.1(iii) (or such longer period as may be consented to by the Administrative Agent in its sole discretion), cause such Material Domestic Subsidiary (other than a Material Domestic Subsidiary that is also a Foreign Corporation or is a Subsidiary of a Foreign Corporation) to execute and deliver to Administrative Agent a counterpart of the Subsidiary Guaranty.
Execution of Subsidiary Guaranty. In the event that any Person becomes a Material Domestic Subsidiary after the date hereof, and such Material Domestic Subsidiary has not previously executed the Subsidiary Guaranty, Company will promptly notify Administrative Agent of that fact and cause such Material Domestic Subsidiary to execute and deliver to Administrative Agent a counterpart of the Subsidiary Guaranty. In addition, in the event that the aggregate gross revenues for any Fiscal Year, commencing with the Fiscal Year ending December 30, 2005, of Company and the Subsidiary Guarantors are less than 90% of the aggregate gross revenues of Company and the Domestic Subsidiaries on a consolidated basis for such Fiscal Year, Company shall, within 100 days after the end of such Fiscal Year, cause one or more additional Domestic Subsidiaries to execute and deliver to Administrative Agent a counterpart of the Subsidiary Guaranty such that the aggregate gross revenues for such Fiscal Year of Company and all Subsidiary Guarantors shall be equal to at least 90% of the aggregate gross revenues of Company and all Domestic Subsidiaries on a consolidated basis for such Fiscal Year.
Execution of Subsidiary Guaranty. In the event that any Person becomes a Domestic Subsidiary of Borrower after the date hereof, Borrower will promptly notify Administrative Agent of that fact and cause such Subsidiary to execute and deliver to Administrative Agent a counterpart of the Subsidiary Guaranty.
