Guarantor Coverage Sample Clauses
Guarantor Coverage. (a) The Borrower shall ensure that, at all times from the Closing Date, the aggregate PC EBITDA of the Guarantors represents not less than 60 per cent. of Adjusted Group EBITDA, provided that the Borrower will not be in breach of this obligation if:
(i) this is due to it being excused under paragraph (b) below from procuring that an Eligible Operating Company become a Guarantor; and
(ii) each Obligor has complied with paragraph (c) below in respect of that Eligible Operating Company.
(b) The Borrower need not procure that an Eligible Operating Company become a Guarantor for the purposes of complying with paragraph (a) above if:
(i) it is unlawful for that Eligible Operating Company to become a Guarantor;
(ii) that Eligible Operating Company becoming a Guarantor would result in personal liability for its directors or other management; or
(iii) that Eligible Operating Company is prohibited from becoming a Guarantor by the terms of:
(A) any of its Permitted Financial Indebtedness;
(B) any of its Permitted Security; or
(C) if acquired after the Closing Date pursuant to a PC Acquisition:
1) any Permitted Financial Indebtedness anticipated to be incurred by it as at the Completion Date of that acquisition, and actually incurred by it within 3 months of that Completion Date; or
2) any refinancing of such Permitted Financial Indebtedness anticipated to be incurred by it as at the date on which such Permitted Financial Indebtedness is repaid, and actually incurred by it within 3 months of that date.
(c) Each Obligor must use, and must procure that the relevant Eligible Operating Company uses, all reasonable endeavours lawfully available to avoid any unlawfulness or personal liability referred to in sub-paragraphs (b)(i) or (b)(ii) above. This includes agreeing to a limit on the amount guaranteed. The Agent may (but shall not be obliged to) agree to such a limit if, in its opinion, to do so would avoid the relevant unlawfulness or personal liability.
Guarantor Coverage. (a) Subject to paragraph (b) below, the Issuer must ensure that on the date each Compliance Certificate is required to be delivered to the Trustee pursuant to Clause 12.3 (Compliance Certificate):
(i) the aggregate gross assets or aggregate net assets of the members of the Group that are Guarantors (excluding all intra-Group items) represents 90% or more of the value of the gross assets or net assets (respectively) of the Group at that time;
(ii) the aggregate revenues of the members of the Group that are Guarantors represents 90% or more of the value of the consolidated revenue of the Group at that time (the requirements in paragraph (a)(i) above and this (a)(ii), together comprise the “Guarantor Coverage Test”); and
(iii) any member of the Group that is a Material Company (and any member of the Group which is a Holding Company of that Material Company) shall accede to this Agreement as a Guarantor and grant Transaction Security over its material assets on terms consistent with the Transaction Security Documents executed by other members of the Group.
(b) For the purpose of sub-paragraph (a) above:
(i) subject to sub-paragraph (ii) below
(A) the contribution of each Guarantor will be determined from its financial statements which were consolidated into the latest audited or interim half yearly unaudited (as applicable) consolidated financial statements; and
(B) the financial condition of the Group will be determined from the latest audited or interim half yearly unaudited (as applicable) consolidated financial statements;
(ii) if a person becomes a member of the Group after the date on which the latest audited or interim half yearly unaudited (as applicable) consolidated financial statements of the Issuer were prepared;
(A) the contribution of that person will be determined from its latest financial statements; and
(B) the financial condition of the Group will still be determined from the latest audited or interim half yearly unaudited (as applicable) consolidated financial statements of the Issuer but will be adjusted to take into account that person becoming a member of the Group;
Guarantor Coverage replace the reference to “95%” at paragraph (b)(i)(B) of Clause 26.4 (Additional Obligors) with a reference to “80%” and at paragraph (b)(i)(A) of Clause 26.4 (Additional Obligors) replace “the Guarantors as of the Effective Date (other than UPC Broadband, any UPC Broadband Holdco, UPC Holding and UPC Holding II) and their respective Subsidiaries” with “the Guarantors as of the Effective Date (other than UPC Broadband, any UPC Broadband Holdco, UPC Holding, UPC Holding II and any Subsidiary of UPC Broadband that is a Holding Company of all other Subsidiaries of UPC Broadband) and their respective Subsidiaries”.
Guarantor Coverage. Where an entity becomes a Group member, it must become a Guarantor under this Agreement unless it is a dormant entity. The Borrower shall ensure that each such entity becomes an Additional Guarantor as soon as reasonably practicable and in any event within 30 days of such entity becoming a Group member.
Guarantor Coverage. The Borrower shall ensure that, at all times after the Closing Date, the aggregate contribution of the Guarantors (other than Holdco) (calculated on an unconsolidated basis and excluding all intra-Group items and investments in Subsidiaries of any member of the Group) represents not less than 90.00 per cent. of the gross assets, Consolidated EBITDA and total revenue of the Group.
Guarantor Coverage. 22.25.1 The Borrower shall ensure that, at all times after the Closing Date, the aggregate contribution of the Guarantors (other than Holdco) (calculated on an unconsolidated basis and excluding all intra-Group items and investments in Subsidiaries of any member of the Group) represents not less than 90.00 per cent. of the gross assets, Consolidated EBITDA and total revenue of the Group.
22.25.2 Subject to Clause 22.25.3, if, at any time after the Signature Date:
(a) it is demonstrated by reference to the financial statements of any Subsidiary and the consolidated financial statements of the Group that any member of the Group is a Material Subsidiary; or
(b) a member of the Group otherwise is or becomes a Material Subsidiary, then, the Borrower shall, subject to Clause 20.9 (Information Undertakings), promptly and in any event within 10 Business Days of the delivery of those financial statements procure that that Material Subsidiary becomes an Additional Guarantor in the manner required by Clause 25.2 (Additional Guarantors).
22.25.3 Notwithstanding, Clause 22.25.2, neither:
(a) Prism Transactive (M) Sedirian Berhad, a company registered under the laws of Malaysia; nor
(b) Smart Life, will be required to become an Additional Guarantor.
Guarantor Coverage. For so long as any Note remains outstanding the Issuer shall procure that:
Guarantor Coverage. The Issuer shall, within sixty (60) days from the delivery of the Compliance Certificate delivered in connection with the Group’s annual audited consolidated financial statements, ensure that that the Guarantor Coverage Ratios are at least eighty (80) per cent.
Guarantor Coverage. For so long as any Note remains outstanding the Issuer shall procure that:
(a) the aggregate gross assets of members of the Group that are Obligors (in each case calculated on an unconsolidated basis and excluding intra-group items and investments in any member of the Group) shall account for not less than 75 per cent. of Total Group Assets; and
(b) each entity which, at any time, provides some or all of the Services (as defined in the Service Agreement) pursuant to the Service Agreement shall, at the relevant time, be an Obligor, except where the principal business of such entity is the provision of insurance. If, in order for the Issuer to comply with its obligations under subparagraphs (a) and (b) above, it becomes necessary to appoint an Additional Guarantor, the Issuer shall as soon as practicable after it has become aware of such necessity notify the Trustee in writing of such circumstances and shall procure that such member of the Group becomes a Guarantor by duly executing and delivering to the Trustee a joint and several guarantee (in terms substantially similar to the Guarantees) contained in a deed supplemental to the Trust Deed (or in such other form as may be necessary or appropriate to comply with any applicable law, rule or regulation).
Guarantor Coverage. The Issuer shall cause (a) each Subsidiary that Guaranteed the Target obligations under the Existing Target Credit Agreement as of the Completion Date (other than Excluded Subsidiaries), (b) each Material Subsidiary (other than Excluded Subsidiaries) and (c) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer in each case under this Section 4.18(c) in an amount greater than $50 million, in each case to (x) become a Guarantor within two Business Days of the Completion Date in the case of Section 4.18(a); provided that the Initial Guarantors shall Guarantee the Notes within two Business Days of the Completion Date, within 30 days of becoming a Material Subsidiary in the case of Section 4.18(b) and substantially concurrently with the provision of such Guarantee, in the case of Section 4.18(c) and (y) to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of Section 4.18(c).