Common use of Guaranty by Subsidiaries Clause in Contracts

Guaranty by Subsidiaries. (a) The Company will cause each Subsidiary Guarantor existing as of the date of the Closing to execute and deliver to each holder of Notes, at the Closing, the Subsidiary Guaranty. (b) The Company will cause each other Subsidiary that executes and delivers a Guaranty supporting Bank Debt to execute and deliver to each holder of Notes a supplement to the Subsidiary Guaranty in the form of Exhibit A to Exhibit 9.8, and within three Business Days thereafter shall deliver to each of the holders of the Notes the following items: (i) an executed counterpart of such supplement to the Subsidiary Guaranty; (ii) such documents and evidence with respect to such Subsidiary as any holder of the Notes may reasonably have requested in order to establish the existence and good standing of such Subsidiary and the authorization of the transactions contemplated by the Subsidiary Guaranty; and (iii) an opinion of counsel satisfactory to the Required Holders to the effect that the supplement to the Subsidiary Guaranty has been duly authorized, executed and delivered and the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles. .c2.Section 9.9.

Guaranty by Subsidiaries. (a) (i) The Company will cause each Domestic Subsidiary Guarantor existing as of the date of the Closing which is not a party to a Subsidiary Guaranty to execute and deliver to each holder of Notes, at the Closing, the holders a Subsidiary Guaranty. (b) The Company will cause , or a joinder agreement in respect thereof, provided that each other Domestic Subsidiary in existence on the Second Amendment Effective Date that executes and delivers is not signing a Guaranty supporting Bank Debt to execute and deliver to each holder of Notes a supplement to the Subsidiary Guaranty on the Second Amendment Effective Date shall not be required to be a Subsidiary Guarantor so long as (and only for so long as) it does not qualify as a Significant Subsidiary (and the Company represents that each Domestic Subsidiary in existence on the form of Exhibit A to Exhibit 9.8, and within three Business Days thereafter shall deliver to each of Second Amendment Effective Date that is not signing a Subsidiary Guaranty on the holders of the Notes the following items: (i) an executed counterpart of such supplement to the Subsidiary Guaranty; Second Amendment Effective Date is not a Significant Subsidiary). (ii) Notwithstanding the foregoing, each Domestic Subsidiary that is a borrower, guarantor or otherwise an obligor of any obligations of the Company or any Subsidiary under the Credit Agreement or the 2006 Note Agreement shall, on or prior to the date when such documents Domestic Subsidiary becomes an obligor under the Credit Agreement or the 2006 Note Agreement, become a Subsidiary Guarantor hereunder and evidence with respect the Company shall cause such Domestic Subsidiary to (1) deliver such Subsidiary Guaranty, or joinder thereto, together with such other documents, opinions and information as any holder of the Notes Required Holders reasonably may reasonably have requested in order to establish the existence and good standing of require regarding such Subsidiary and the authorization of the transactions contemplated by the Subsidiary Guaranty; and (iii) an opinion of counsel satisfactory to the Required Holders to the effect that the supplement to the Subsidiary Guaranty has been duly authorized, executed and delivered and the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement enforceability of such Subsidiary enforceable in accordance Guaranty and (2) comply with its terms, except as an enforcement the provisions of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles. .c2.Section Section 9.9.

Guaranty by Subsidiaries. (a) The Subject to clause (b) of this SS.5.17, the Company will cause each Subsidiary Guarantor existing as of the date of the Closing to execute and deliver to each holder of Notes, at the Closing, the Subsidiary Guaranty. (b) The Company will cause each other Subsidiary that executes and which delivers a Guaranty supporting Bank Debt after the Closing Date to execute and deliver to each holder of Notes concurrently enter into a supplement to the Subsidiary Note Guaranty in the form of Exhibit A to Exhibit 9.8, and within three Business Days thereafter shall deliver to each of the holders of the Notes the following items: (i1) an executed counterpart of the Subsidiary Note Guaranty or a joinder agreement pursuant to which such supplement Subsidiary becomes a party to the Subsidiary Note Guaranty; (ii2) a certificate signed by an authorized officer of such Subsidiary making representations and warranties to the effect of those contained in Paragraphs 2, 10, 12 and 17 of Exhibit B to the Note Agreements, but with respect to such Subsidiary and the Subsidiary Note Guaranty; (3) such documents and evidence with respect to such Subsidiary as any holder of the Notes Requisite Holders may reasonably have requested request in order to establish the existence and good standing of such Subsidiary and the authorization of the transactions contemplated by the Subsidiary Note Guaranty; and (iii4) an opinion of counsel satisfactory to the Required Requisite Holders to the effect that the supplement Subsidiary Note Guaranty or the joinder agreement pursuant to which such Subsidiary has become a party to the Subsidiary Guaranty Note Guaranty, as the case may be, has been duly authorized, executed and delivered and the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles. .c2.Section 9.9.

Guaranty by Subsidiaries. (a) (i) The Company will cause each Domestic Subsidiary Guarantor existing as of the date of the Closing which is not a party to a Subsidiary Guaranty to execute and deliver to each holder of Notes, at the Closing, the holders a Subsidiary Guaranty. (b) The Company will cause , or a joinder agreement in respect thereof, provided that each other Domestic Subsidiary in existence on the Second Amendment Effective Date that executes and delivers is not signing a Guaranty supporting Bank Debt to execute and deliver to each holder of Notes a supplement to the Subsidiary Guaranty on the Second Amendment Effective Date shall not be required to be a Subsidiary Guarantor so long as (and only for so long as) it does not qualify as a Significant Subsidiary (and the Company represents that each Domestic Subsidiary in existence on the form of Exhibit A to Exhibit 9.8, and within three Business Days thereafter shall deliver to each of Second Amendment Effective Date that is not signing a Subsidiary Guaranty on the holders of the Notes the following items: (i) an executed counterpart of such supplement to the Subsidiary Guaranty; Second Amendment Effective Date is not a Significant Subsidiary). (ii) Notwithstanding the foregoing, each Domestic Subsidiary that is a borrower, guarantor or otherwise an obligor of any obligations of the Company or any Subsidiary under the Credit Agreement or the 2005 Note Agreement shall, on or prior to the date when such documents Domestic Subsidiary becomes an obligor under the Credit Agreement or the 2005 Note Agreement, become a Subsidiary Guarantor hereunder and evidence with respect the Company shall cause such Domestic Subsidiary to (1) deliver such Subsidiary Guaranty, or joinder thereto, together with such other documents, opinions and information as any holder of the Notes Required Holders reasonably may reasonably have requested in order to establish the existence and good standing of require regarding such Subsidiary and the authorization of the transactions contemplated by the Subsidiary Guaranty; and (iii) an opinion of counsel satisfactory to the Required Holders to the effect that the supplement to the Subsidiary Guaranty has been duly authorized, executed and delivered and the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement enforceability of such Subsidiary enforceable in accordance Guaranty and (2) comply with its terms, except as an enforcement the provisions of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles. .c2.Section Section 9.9.