Joinder of Additional Sellers. An Affiliate of Seller may become a Seller under this Agreement, and shall be bound by, and entitled to, the benefits and obligations of this Agreement as a Seller, upon the fulfillment of the following conditions:
(a) Seller shall provide written notice to Buyer of its election to join an Affiliate as an additional Seller hereunder, such notice shall provide the name and ownership structure of such entity.
(b) Such entity shall deliver the corporate formation and authority documents identified in Article 3(a) with respect to such entity, together with such other documents as may be reasonably requested by Buyer.
(c) A Supplemental Pledge and Security Agreement shall be delivered with respect to such entity, together with such other documents or Transaction Documents as may be reasonably requested by Buyer.
(d) No Material Adverse Effect, Margin Deficit, Default or Event of Default shall have occurred and be continuing, or would result from the addition of such entity as a Seller.
(e) The representations and warranties contained in Article 9 shall be true and correct in all material respects with respect to such entity, as of the date such entity executes the Seller Joinder Agreement described below.
(f) Such entity shall execute and deliver a Seller Joinder Agreement with respect to this Agreement, substantially in the form of Exhibit XVIII (a “Seller Joinder Agreement”).
(g) Buyer shall have received a legal opinion, dated as of the date such entity executes the Seller Joinder Agreement described above, addressed to Buyer and its successors and/or assigns, having substantially the same coverage as those opinions delivered by Seller’s counsel pursuant to Article 3(a)(xi) on the Closing Date and substantially in a form reasonably acceptable to the Buyer.
(h) Such entity shall provide Buyer with such other documentation or information as the Buyer may request with respect to such entity (including without limitation amendments to other Transaction Documents, if required by Buyer), and shall pay all reasonable out-of-pocket costs and expenses actually incurred by Buyer under this Article 29.
Joinder of Additional Sellers. At any time during the term of this Agreement, with the written consent of the Administrative Agent and the Buyers (such consent to be granted or withheld at the sole and absolute discretion of the Administrative Agent and each Buyer), one or more additional Subsidiaries of the Guarantor (each, an “Additional Seller”), may join this Agreement as a Seller in all respects by delivering a Joinder Agreement to the Administrative Agent and the Buyers along with such other approvals, resolutions, certificates, legal opinions and other documents as the Administrative Agent and the Buyers may reasonably request, in each case, in form and substance reasonably acceptable to the Administrative Agent and the Buyers. Upon receipt of such Joinder Agreement and such other documents, such Additional Seller shall become a Seller hereunder, subject to the rights, duties and obligations of a Seller in all respects.
Joinder of Additional Sellers. Section 5.1 Addition of New Sellers. From time to time upon not less than 60 days' prior written notice to the Buyer and the Agents (or such shorter period of time as the Agents may mutually agree upon), BSX may propose that one or more of its existing or hereafter acquired wholly-owned Subsidiaries become a Seller hereunder. No such addition shall become effective (a) if such addition constitutes a Material Proposed Addition, without the written consent of each of the Agents and each of the rating agencies who is then rating Commercial Paper of Blue Ridge or Victory but may become effective prior to such 60th day if such written consent is given more promptly and (b) unless all conditions precedent to such addition required by Section 5.2 below are satisfied prior to such date).
Joinder of Additional Sellers. 19 SECTION 5.1. ADDITION OF NEW SELLERS.....................................................................19 SECTION 5.2. DOCUMENTATION...............................................................................19 ARTICLE VI - ADDITIONAL RIGHTS AND OBLIGATIONS IN RESPECT OF THE RECEIVABLES.....................................20
Joinder of Additional Sellers. Each of the Additional Sellers, by its signature hereto, joins this Agreement as a Seller party hereto.
Joinder of Additional Sellers. At any time during the term of this Agreement, with the written consent of the Purchaser in its sole and absolute discretion, one or more additional U.S. subsidiaries of Fluence (each, an “Additional Seller”), may join this Agreement as a Seller in all respects by delivering a Joinder Agreement to the Purchaser along with such other approvals, certificates, legal opinions and other documents as the Purchaser may request, in each case, in form and substance reasonably acceptable to the Purchaser. Upon receipt of such Joinder Agreement and such other documents, such Additional Seller shall become a Seller hereunder, subject to the rights, duties and obligations of a Seller in all respects.
Joinder of Additional Sellers. 19 Section 5.1 Addition of New Sellers..................................19 Section 5.2 Documentation............................................19 ARTICLE VI. ADDITIONAL RIGHTS AND OBLIGATIONS IN RESPECT OF THE RECEIVABLES.................................................20 Section 6.1 Rights of the Buyer......................................20 Section 6.2 Responsibilities of the Sellers..........................20 Section 6.3 Further Action Evidencing Purchases......................21 Section 6.4 Application of Collections...............................21 ARTICLE VII. INDEMNIFICATION...............................................21 Section 7.1 Indemnities by the Sellers...............................21 Section 7.2 Contribution.............................................24 ARTICLE VIII. MISCELLANEOUS.................................................24
Joinder of Additional Sellers. At any time from the date hereof until the termination of this Agreement, with the written consent of the Purchaser in its sole and absolute discretion, one or more additional U.S. subsidiaries of the Parent (each, an “Additional Seller”), may join this Agreement as a Seller in all respects by delivering a Joinder Agreement to the Purchaser along with such other approvals, certificates, legal opinions and other documents as the Purchaser may request, in each case, in form and substance reasonably acceptable to the Purchaser. Upon receipt of such Joinder Agreement and such other documents, such Additional Seller shall become a Seller hereunder, subject to the rights, duties and obligations of a Seller in all respects.
Joinder of Additional Sellers. 21 SECTION 5.1 ADDITION OF NEW SELLERS...............................21 SECTION 5.2 DOCUMENTATION.........................................21
Joinder of Additional Sellers. Prior to Closing, S1 Holdings hereby agrees to send, at the same time and in the same manner as to S1's stockholders, a copy of the S1 Proxy Statement (as defined in the S1 Stock Purchase Agreement) and a copy of this Agreement to each of the individuals identified by FICS as a stockholder or bondholder of FICS who is not a party hereto. Prior to the Closing, S1 and the Sellers hereby agree that each of the stockholders of FICS who is not a party hereto shall be offered the opportunity to join this Agreement as a Seller by indicating acceptance of the terms of this Agreement by a writing signed by such person stating that such person (i) has read the S1 Proxy Statement and this Agreement, (ii) fully understands the risks involved in proceeding with the transactions contemplated by this Agreement, and (iii) agrees to join this Agreement as a Seller.
