Foreign Subsidiary Guarantors Sample Clauses

Foreign Subsidiary Guarantors. In the event that (x) the aggregate book value of the assets held by all of Foreign Subsidiaries of CAL who are not Guarantors (other than a Securitization Entity) exceeds 20% of the book value of the total assets of CAL and its Foreign Subsidiaries (other than a Securitization Entity) or (y) the aggregate revenues of all of Foreign Subsidiaries of CAL who are not Guarantors (other than a Securitization Entity) exceeds 20% of the total revenues of CAL and its Foreign Subsidiaries (other than a Securitization Entity), then CAL shall cause each relevant Foreign Subsidiary (other than a Securitization Entity) required so that the aggregate book value of the assets held by all of the Foreign Subsidiaries of CAL who are not Guarantors (other than a Securitization Entity) or the aggregate revenues of all Foreign Subsidiaries of CAL who are not Guarantors (other than a Securitization Entity), in any case, no longer exceeds the applicable threshold set forth in clause (x) or (y) above, as applicable, as soon as practicable thereafter (but in no event more than fifteen (15) Business Days thereafter without the consent of the Administrative Agent), to execute and deliver to the Administrative Agent an instrument of joinder and accession, in form and substance satisfactory to the Administrative Agent, pursuant to which such Foreign Subsidiary shall join the Guaranty and the applicable Security Documents, and shall accede to all of the rights and obligations of a Guarantor hereunder and thereunder, and, pursuant thereto, shall, inter alia, guaranty the full payment and performance of the Obligations. Further, each Borrower and each such Foreign Subsidiary shall execute and deliver to the Administrative Agent such other documentation as the Administrative Agent may reasonably request in furtherance of the intent of this §8.17, including, without limitation, an updated Schedule 7.19(a), if applicable, documentation with respect to such Foreign Subsidiary of the type required to be supplied by the Borrowers and initial Guarantors as a condition precedent to the initial Revolving Credit Loans made hereunder pursuant to §11 hereof and, to the extent collateral security is granted pursuant to §8.18, favorable opinions of counsel (including local counsel) to such Foreign Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the relevant documentation and creation and perfection of liens) and documentation of the type ...
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Foreign Subsidiary Guarantors. The Company may at any time designate any Qualified Foreign Subsidiary as a Foreign Subsidiary Guarantor upon notice to the Administrative Agent and the Collateral Agent. The parties hereto acknowledge and agree that no Qualified Foreign Subsidiary shall become a Foreign Subsidiary Guarantor, a Subsidiary Guarantor or a Loan Party until the following conditions are satisfied (the “Foreign Collateral and Guarantee Requirement”):
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Foreign Subsidiary Guarantors. Cause each Foreign Subsidiary listed on Schedule 6.15, on or before the date sixty (60) days after the Closing Date or such later date as may be agreed to in writing by the Administrative Agent in its sole discretion, to (x) execute and deliver to the Administrative Agent a counterpart of the Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate in order for such Subsidiary to provide an unconditional guaranty of the Obligations of each Foreign Designated Borrower and (y) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (x)), all in form, content and scope reasonably satisfactory to the Administrative Agent.
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Foreign Subsidiary Guarantors. 1. Affinion International Holdings Limited (UK)
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Foreign Subsidiary Guarantors. Subject to any relevant restrictions or limitations imposed by applicable law, the Borrower shall cause each Foreign Subsidiary of the Borrower (other than a Securitization Entity or an Excluded Subsidiary) to execute and deliver to the Administrative Agent a Guaranty, in form, substance and governed by applicable law satisfactory to the Administrative Agent, pursuant to which such Foreign Subsidiary shall become a Guarantor for the purposes of guaranteeing the Obligations of the Borrower. Further, the Borrower and each such Foreign Subsidiary shall execute and deliver to the Administrative Agent such other documentation as the Administrative Agent may reasonably request in furtherance of the intent of this §8.15, including, without limitation, an updated Schedule 7.19(a), if applicable, documentation with respect to such Foreign Subsidiary of the type required to be supplied by the Borrower and initial Guarantors as a condition precedent to the initial Term Loans made hereunder pursuant to §11 hereof and favorable opinions of counsel (including local counsel) to such Foreign Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the relevant documentation and creation and perfection of liens) and documentation of the type required or reasonably requested to maintain compliance with §§6.1 and 6.2.
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Foreign Subsidiary Guarantors. Executed in accordance with section 127 of the Corporations Act 2001 by WEX AUSTRALIA HOLDINGS PTY LTD (ACN 145 445 361) By: /s/ Xxxxxx Xxxxxx_______________________ Name: Xxxxxx Xxxxxx Title: Director By: /s/ Xxxx Xxxxx _________________________ Name: Xxxx Xxxxx Title: Secretary Executed in accordance with section 127 of the Corporations Act 2001 by WEX CARD HOLDINGS AUSTRALIA PTY LTD (ACN 123 181 635) By: /s/ Xxxxxx Xxxxxx_______________________ Name: Xxxxxx Xxxxxx Title: Director By: /s/ Xxxx Xxxxx _________________________ Name: Xxxx Xxxxx Title: Secretary Executed in accordance with section 127 of the Corporations Act 2001 by WEX AUSTRALIA PTY LTD (ACN 005 970 570) By: /s/ Xxxxxx Xxxxxx________________________ Name: Xxxxxx Xxxxxx Title: Director By: /s/ Xxxx Xxxxx __________________________ Name: Xxxx Xxxxx Title: Secretary Executed in accordance with section 127 of the Corporations Act 2001 by WEX FUEL CARDS AUSTRALIA LTD (ACN 008 962 132) By: /s/ Xxxxxx Xxxxxx________________________ Name: Xxxxxx Xxxxxx Title: Director By: /s/ Xxxx Xxxxx __________________________ Name: Xxxx Xxxxx Title: Secretary Executed in accordance with section 127 of the Corporations Act 2001 by WEX AUSTRALIA NEWCO 2020 PTY LTD (ACN 638 259 819) By: /s/ Xxxxxx Xxxxxx________________________ Name: Xxxxxx Xxxxxx Title: Director By: /s/ Xxxxx Xxxxxx _________________________ Name: Xxxxx Xxxxxx Title: Secretary Executed in accordance with section 127 of the Corporations Act 2001 by WEX PREPAID CARDS AUSTRALIA PTY LTD (ACN 085 449 529) By: /s/ Xxxxxx Xxxxxx________________________ Name: Xxxxxx Xxxxxx Title: Director By: /s/ Xxxx Xxxxx __________________________ Name: Xxxx Xxxxx Title: Secretary Executed in accordance with section 127 of the Corporations Act 2001 by WEX CARD AUSTRALIA PTY LTD (ACN 123 181 662) By: /s/ Xxxxxx Xxxxxx________________________ Name: Xxxxxx Xxxxxx Title: Director By: /s/ Xxxx Xxxxx __________________________ Name: Xxxx Xxxxx Title: Secretary WEX EUROPE SERVICES (BE) BV By: /s/ Xxxxxx Xxxxxx__________________________ Name: Xxxxxx Xxxxxx Title: Director XXXXXX EXPRESS HOLDINGS 4 LP By: /s/ Xxxxxx Xxxxxx__________________________ Name: Xxxxxx Xxxxxx Title: Director WEX EUROPE SERVICES LTD By: /s/ Xxxxxx Xxxxxx__________________________ Name: Xxxxxx Xxxxxx Title: Director WEX EUROPE SERVICES HOLDINGS LIMITED By: /s/ Xxxxxx Xxxxxx__________________________ Name: Xxxxxx Xxxxxx Title: Director ` WEX EUROPE SERVICES (UK) LTD By: /s/ Xxxxxx Xxxxxx_________________...
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Foreign Subsidiary Guarantors. Subject to any relevant restrictions or limitations imposed by applicable law, the Borrowers shall cause each Foreign Subsidiary of CAI Barbados to execute and deliver to the Administrative Agent a Guaranty, in form, substance and governed by applicable law satisfactory to the Administrative Agent, pursuant to which such Foreign Subsidiary shall become a Guarantor for the purposes of guaranteeing the Obligations of CAI Barbados. Further, each Borrower and each such Foreign Subsidiary shall execute and deliver to the Administrative Agent such other documentation as the Administrative Agent may reasonably request in furtherance of the intent of this §8.19, including, without limitation, an updated Schedule 7.19(a), if applicable, documentation with respect to such Foreign Subsidiary of the type required to be supplied by the Borrowers and initial Guarantors as a condition precedent to the initial Revolving Credit Loans made hereunder pursuant to §11 hereof and, to the extent such Foreign Subsidiary’s Capital Stock is pledged pursuant to §8.17, or collateral security is granted pursuant to §8.20, favorable opinions of counsel (including local counsel) to such Foreign Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the relevant documentation and creation and perfection of liens) and documentation of the type required or reasonably requested to maintain compliance with §§6.1 and 6.2.
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Foreign Subsidiary Guarantors. Cause each Foreign Subsidiary listed on Schedule 6.15, on or before the date sixty (60) days after the Closing Date or such later date as may be agreed to in writing by the Administrative Agent in its sole discretion, to (x) execute and deliver to the Administrative Agent a counterpart of the Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate in order for such Subsidiary to provide an unconditional guaranty (or if such unconditional guaranty is not legally permissible, a limited guaranty) of the Obligations of each Foreign Designated Borrower and (y) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (x)), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided, that, solely with respect to BLÜCHER Metal A/S, no guaranty or other documents shall be required if the entry into any such guaranty agreement would not be legally permissible or would impose potential personal liability on its officers or directors.
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Foreign Subsidiary Guarantors. Xxxxxxxx Xxxxxx S.r.l. Xxxxx Industries Italia S.r.l. BLÜCHER Metal A/S Schedule 7.01 Existing Liens Company Description Rate Balance (as of April 4, 2010) BLÜCHER Metal A/S Mortgage loan 2.27% $4,278,704 Xxxxx Electronics S.A.S. Building and related property Euribor 3M +1.8% $1,408,323 Extension building and related property – Rosieres Euribor 3M +1.6% Machinery and equipment and related property 3.6%
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Related to Foreign Subsidiary Guarantors

  • Additional Subsidiary Guarantors Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, the Company will cause any domestic Wholly Owned Subsidiary of the Company that becomes a Subsidiary after the date the Securities of a series are first issued hereunder to become a Subsidiary Guarantor as soon as practicable after such Subsidiary becomes a Subsidiary. The Company shall cause any such Wholly Owned Subsidiary to become a Subsidiary Guarantor with respect to the Securities by executing and delivering to the Trustee (a) a supplemental indenture, in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person and such supplemental indenture and such Person’s obligations under its Subsidiary Guarantee and this Indenture constitute the legal, valid, binding and enforceable obligations of such Person (subject to such customary exceptions concerning creditors’ rights and equitable principles as may be acceptable to the Trustee in its discretion).

  • Releases of Subsidiary Guarantors (a) A Subsidiary Guarantor shall automatically be released from its obligations under the Subsidiary Guaranty upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. In connection with any termination or release pursuant to this Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent.

  • Release of Subsidiary Guarantors Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Subsidiary Guarantor until the entire principal of, premium, if any, and interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise satisfied and discharged in accordance with the provisions of such Securities and this Indenture and all amounts owing to the Trustee hereunder have been paid; provided, however, that if (i) such Subsidiary Guarantor ceases to be a Subsidiary in compliance with the applicable provisions of this Indenture, (ii) either Defeasance or Covenant Defeasance occurs with respect to such Securities pursuant to Article Fifteen or (iii) all or substantially all of the assets of such Subsidiary Guarantor or all of the Capital Stock of such Subsidiary Guarantor is sold (including by sale, merger, consolidation or otherwise) by the Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Subsidiary Guarantor shall be released and discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in order to acknowledge the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of such series and under this Article Thirteen.

  • Additional Subsidiary Guarantees If the Partnership or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after the Issue Date that guarantees any Indebtedness of either of the Issuers, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guarantee.

  • Subsidiary Guarantors (a) The Company will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to concurrently therewith:

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