Common use of Joinder of Guarantors Clause in Contracts

Joinder of Guarantors. Any Subsidiary of the Borrower which is required to join this Agreement as a Guarantor pursuant to Section 8.2.9 [Subsidiaries, Partnerships and Joint Ventures] shall execute and deliver to the Paying Agent (i) a Guarantor Joinder in substantially the form attached hereto as Exhibit 1.1(G)(1) pursuant to which it shall join as a Guarantor each of the documents to which the Guarantors are parties; (ii) documents in the forms described in Section 7.1 [First Loans, Etc.] modified as appropriate to relate to such Subsidiary; and (iii) documents necessary to grant and perfect Prior Security Interests, subject to Permitted Liens, to the Collateral Trustee for the benefit of the Secured Parties in all Collateral held by such Subsidiary. The Loan Parties shall deliver such Guarantor Joinder and related documents to the Paying Agent within twenty (20) Business Days after (i) if such Subsidiary is newly formed, the date of the filing of such Subsidiary’s articles of incorporation if the Subsidiary is a corporation, the date of the filing of its certificate of limited partnership if it is a limited partnership or the date of its organization if it is an entity other than a limited partnership or corporation or (ii) if such Subsidiary is an existing Person newly acquired pursuant to a Permitted Acquisition, the date of the closing of the transaction constituting such Permitted Acquisition.

Appears in 2 contracts

Samples: Credit Agreement (Consol Energy Inc), Revolving Credit Facility (Consol Energy Inc)

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Joinder of Guarantors. Any Material Subsidiary of the Borrower which is required to join this Agreement as a Guarantor pursuant to Section 8.2.9 [Subsidiaries, Partnerships and Joint Ventures] shall execute and deliver to the Paying Agent (i) a Guarantor Joinder in substantially the form attached hereto as Exhibit 1.1(G)(1) pursuant to which it shall join as a Guarantor each of the documents to which the Guarantors are parties; and pursuant to which it shall join the Intercompany Subordination Agreement, and (ii) documents in the forms described in Section 7.1 [First Loans, Etc.] modified as appropriate to relate to such Subsidiary; and (iii) documents necessary to grant and perfect Prior Security Interests, subject to Permitted Liens, to the Collateral Trustee for the benefit of the Secured Parties in all Collateral held by such Subsidiary. The Loan Parties shall deliver such Guarantor Joinder and related documents to the Paying Agent Agent (A) within twenty five (205) Business Days after the later of (i1) if such Subsidiary is newly formed, the date of the filing of such Subsidiary’s 's articles of incorporation if the Subsidiary is a corporation, the date of the filing of its certificate of limited partnership if it is a limited partnership or the date of its organization if it is an entity other than a limited partnership or corporation corporation, or (ii2) the date on which such Subsidiary becomes a Material Subsidiary, or (B) For purposes of clause (i) above the date specified in Section 8.2.5, if such Subsidiary date is an existing Person newly acquired pursuant to a Permitted Acquisition, sooner than the date of the closing of the transaction constituting such Permitted Acquisitiondates set forth in (A) or (B) above.

Appears in 1 contract

Samples: Credit Agreement (Roundys Inc)

Joinder of Guarantors. Any Subsidiary of the Borrower which is required to join this Agreement as a Guarantor pursuant to Section 8.2.9 7.2.8 [Subsidiaries, Partnerships and Joint Ventures] shall execute and deliver to the Paying Agent and each Bank (i) a Guarantor Joinder in substantially the form attached hereto as Exhibit 1.1(G)(1) pursuant to which it shall join as a Guarantor each of the documents to which the Guarantors are parties; (ii) documents in the forms described in Section 7.1 6.1 [First Loans, Etc.Loans and Letters of Credit] modified as appropriate to relate to such Subsidiary; and (iii) documents necessary to grant and perfect Prior Security Interests, subject to Permitted Liens, Interests to the Collateral Trustee Agent for the benefit of the Secured Parties Banks in all Collateral held by such Subsidiary. The Loan Parties shall deliver such Guarantor Joinder and related documents to the Paying Agent within twenty five (205) Business Days after (i) if such Subsidiary is newly formed, the date of the filing of such Subsidiary’s 's articles of incorporation if the Subsidiary is a corporation, the date of the filing of its certificate of limited partnership if it is a limited partnership or the date of its organization if it is an entity other than a limited partnership or corporation corporation. The Borrower shall deliver such Guarantor Joinder and related documents to the Agent within five (5) Business Days after the formation or (ii) if such acquisition of any Subsidiary is an existing Person newly acquired pursuant to a Permitted Acquisition, by the date of the closing of the transaction constituting such Permitted AcquisitionBorrower.

Appears in 1 contract

Samples: Credit Agreement (Champion Enterprises Inc)

Joinder of Guarantors. Any Subsidiary of the Borrower any Loan Party which is required to join this Agreement as a Guarantor pursuant to Section 8.2.9 7.2.8 [Subsidiaries, Partnerships and Joint Ventures] and which has not yet done so shall execute and deliver to the Paying Administrative Agent (i) a Guarantor Joinder in substantially the form attached hereto as Exhibit 1.1(G)(1) pursuant to which it shall join as a Guarantor each of the documents to which the Guarantors are parties; and (ii) documents in the forms described in Section 7.1 6.1.1 [First Loans, Etc.Deliveries] modified as appropriate to relate to such Subsidiary; and (iii) documents necessary to grant and perfect Prior Security Interests, subject to Permitted Liens, to the Collateral Trustee for the benefit of the Secured Parties in all Collateral held by such Subsidiary. The Loan Parties shall deliver such Guarantor Joinder and related documents to the Paying Administrative Agent within twenty forty-five (2045) Business Days days after (i) if such Subsidiary is newly formed, the date of (x) with respect to any Subsidiary acquired after the Closing Date, the consummation of such acquisition, or (y) with respect to any other Subsidiary, (a) the filing of such Subsidiary’s articles of incorporation if the Subsidiary is a corporation, the date of (b) the filing of its certificate of limited partnership if it is a limited partnership or the date of its organization (c) if it is an entity other than a limited partnership or corporation corporation, its organization, or (ii) if such Subsidiary is an existing Person newly acquired pursuant later date as consented to a Permitted Acquisition, by the date of the closing of the transaction constituting such Permitted AcquisitionAdministrative Agent in its reasonable discretion.

Appears in 1 contract

Samples: Credit Agreement (MSA Safety Inc)

Joinder of Guarantors. Any Subsidiary of the Borrower which is required to join this Agreement as a Guarantor pursuant to Section 8.2.9 [Subsidiaries, Partnerships and Joint Ventures] the terms hereof shall execute and deliver to the Paying Agent (i) a Guarantor Joinder in substantially the form attached hereto as Exhibit 1.1(G)(1) pursuant to which it shall join as a Guarantor each of the documents to which the Guarantors are parties; (ii) a Guaranty Agreement in substantially the form attached hereto as Exhibit 1.1(G)(2); and (iii) documents in the forms described in Section 7.1 6.1 [First Loans, Etc.] modified as appropriate to relate to such Subsidiary; and (iii) documents necessary . Any Subsidiary which is required to grant and perfect Prior Security Interests, subject to Permitted Liens, join this Agreement as a Guarantor pursuant to the Collateral Trustee for the benefit of the Secured Parties in all Collateral held by such Subsidiary. The Loan Parties terms hereof shall deliver such Guarantor Joinder Joinder, Guaranty Agreement and related documents to the Paying Agent within twenty fifteen (2015) Business Days after after, as the case may be, (i) if such Subsidiary is newly formed, the date of the Permitted Acquisition pursuant to which it was acquired or (ii) the date of the filing of such Subsidiary’s 's articles of incorporation if the Subsidiary is a corporation, the date of the filing of its certificate of limited partnership if it is a limited partnership or the date of its organization if it is an entity other than a limited partnership or corporation or (ii) if such Subsidiary is an existing Person newly acquired pursuant to a Permitted Acquisition, the date of the closing of the transaction constituting such Permitted Acquisitioncorporation.

Appears in 1 contract

Samples: Revolving Credit Facility (Respironics Inc)

Joinder of Guarantors. Any Subsidiary of the Borrower which is required to join this Agreement as a Guarantor pursuant to Section 8.2.9 [Subsidiaries, Partnerships and Joint Ventures] 7.2.9 shall execute and deliver to the Paying Agent (i) a Guarantor Joinder in substantially the form attached hereto as Exhibit 1.1(G)(1------- 1.1(G) (1) pursuant to which it shall join as a Guarantor or party (as the case --------- may be) each of the documents to which the Guarantors are partiesparties (including without limitation, the Security Agreement, the Subordination Agreement and the Guaranty); (ii) documents in the forms described in Section 7.1 6.1 [First Loans, Etc.] modified as appropriate to relate to such Subsidiary; and (iii) documents necessary to grant and perfect Prior Security Interests, subject to Permitted Liens, Interests to the Collateral Trustee Agent for the benefit of the Secured Parties Banks in all Collateral held by such Subsidiary and all of the issued and outstanding capital stock of such Subsidiary. The Loan Parties shall deliver such Guarantor Joinder and related documents to the Paying Agent within twenty five (205) Business Days after (i) if such Subsidiary is newly formed, the date of the filing of such Subsidiary’s 's articles of incorporation if the Subsidiary is a corporation, the date of the filing of its certificate of limited partnership if it is a limited partnership or the date of its organization if it is an entity other than a limited partnership or corporation or (ii) if such Subsidiary is an existing Person newly acquired pursuant to a Permitted Acquisition, the date of the closing of the transaction constituting such Permitted Acquisitioncorporation.

Appears in 1 contract

Samples: Credit Agreement (Audio Communications Network Inc)

Joinder of Guarantors. Any Subsidiary of the Borrower which is required to join this Agreement as a Guarantor pursuant to Section 8.2.9 [Subsidiaries, Partnerships and Joint Ventures] shall execute and deliver to the Paying Agent (i) a Guarantor Joinder in substantially the form attached hereto as Exhibit 1.1(G)(1) pursuant to which it shall join as a Guarantor each of the documents to which the Guarantors are parties; parties and (ii) documents in the forms described in Section 7.1 [First Loans, Etc.] modified as appropriate to relate to such Subsidiary; and (iii) documents necessary to grant and perfect Prior Security Interests, subject to Permitted Liens, to the Collateral Trustee for the benefit of the Secured Parties in all Collateral held by such Subsidiary. The Loan Parties shall deliver such Guarantor Joinder and related documents to the Paying Agent within twenty (20) Business Days calendar days after (i) if such Subsidiary is newly formed, the date of the filing of such Subsidiary’s articles of incorporation if the Subsidiary is a corporation, the date of the filing of its certificate of limited partnership if it is a limited partnership partnership, or the date of its organization if it is an entity other than a limited partnership or corporation or (ii) if such Subsidiary is an existing Person newly acquired pursuant to a Permitted Acquisition, the date of the closing of the transaction constituting such Permitted Acquisition.

Appears in 1 contract

Samples: Credit Agreement (Consol Energy Inc)

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Joinder of Guarantors. Any Subsidiary of the Borrower which is required to join this Agreement as a Guarantor pursuant to Section 8.2.9 [Subsidiaries, Partnerships and Joint Ventures] shall execute and deliver to the Paying Agent (i) a Guarantor Joinder in substantially the form attached hereto as Exhibit EXHIBIT 1.1(G)(1) pursuant to which it shall join as a Guarantor each of the documents to which the Guarantors are parties; (ii) documents in the forms described in Section 7.1 [First Loans, Etc.Loans and Letters of Credit] modified as appropriate to relate to such Subsidiary; and (iii) documents necessary to grant and perfect Prior Security Interests, subject to Permitted Liens, Interests to the Collateral Trustee Agent for the benefit of the Secured Parties Banks in all Collateral held by such Subsidiary. The In the case of a Permitted Acquisition, the Person or -91- Persons acquired shall deliver such Guarantor Joinder upon consummation of the Permitted Acquisition. In all other cases, the Loan Parties shall deliver such Guarantor Joinder and related documents to the Paying Agent within twenty five (205) Business Days after (i) if such Subsidiary is newly formed, the date of the filing of such Subsidiary’s 's articles of incorporation if the Subsidiary is a corporation, the date of the filing of its certificate of limited partnership if it is a limited partnership or the date of its organization if it is an entity other than a limited partnership or corporation or (ii) if such Subsidiary is an existing Person newly acquired pursuant to a Permitted Acquisition, the date of the closing of the transaction constituting such Permitted Acquisition.corporation. [SIGNATURE PAGES FOLLOW]

Appears in 1 contract

Samples: Credit Agreement (Linc Net Inc)

Joinder of Guarantors. Any Subsidiary of any of the Borrower Borrowers which is required to join this Agreement as a Guarantor pursuant to Section 8.2.9 7.2.9 [Subsidiaries, Partnerships and Joint Ventures] shall execute and deliver to the Paying Agent (i) a Guaranty Agreement (for entities which are not Borrowers) or a Guarantor Joinder to such Guaranty Agreement in substantially the form attached hereto as Exhibit 1.1(G)(10(G)(1) or (2) pursuant to which it shall join as a Guarantor each of the documents to which the Guarantors are parties; (ii) documents in the forms described in Section 7.1 0 [First Loans, Etc.] modified as appropriate to relate to such Subsidiary; and (iii) documents necessary to grant and perfect Prior Security Interests, subject to Permitted Liens, Subsidiary including an opinion of counsel for such Subsidiary satisfactory to the Collateral Trustee for Agent addressing the benefit of the Secured Parties matters described in all Collateral held by Exhibit 6.1.4 as such matters relate to such Subsidiary, the documents which it is executing and delivering and the (1). The Loan Parties shall deliver such Guarantor Joinder and related documents to the Paying Agent Agent: (i) within twenty five (205) Business Days after (i) if such Subsidiary is newly formed, the date of the filing of such Subsidiary’s articles of incorporation if the Subsidiary is a corporation, the date of the filing of its certificate of limited partnership if it is a limited partnership or the date of its organization if it is an entity other than a limited partnership or corporation or and (ii) if such Subsidiary is an existing Person newly acquired pursuant to a Permitted Acquisition, on or before the date of the closing of the transaction constituting such Permitted Acquisition if it is organized or acquired in connection with a Permitted Acquisition.

Appears in 1 contract

Samples: Credit Agreement (Vulcan Asphalt Refining Corp)

Joinder of Guarantors. Any Subsidiary of the Borrower which is required to join this Agreement as a Guarantor pursuant to Section 8.2.9 7.2.9 [Subsidiaries, Partnerships and Joint Ventures] shall execute and deliver to the Paying Administrative Agent (i) a Guarantor Joinder in substantially the form attached hereto as Exhibit 1.1(G)(1) pursuant to which it shall join as a Guarantor each of the documents to which the Guarantors are parties; and (ii) documents in the forms described in Section 7.1 6.1 [First Loans, Etc.] modified as appropriate to relate to such Subsidiary; and (iii) documents necessary to grant and perfect Prior Security Interests, subject to Permitted Liens, to the Collateral Trustee for the benefit of the Secured Parties in all Collateral held by such Subsidiary. The Loan Parties shall deliver such Guarantor Joinder and related documents to the Paying Administrative Agent at such times as required under Section 7.2.6 [Liquidations, Mergers, Consolidations, Acquisitions] if the Subsidiary is acquired in a Permitted Acquisition and within twenty five (205) Business Days after (i) if such Subsidiary is newly formed, the date of the filing of such Subsidiary’s 's articles of incorporation if the Subsidiary is a corporation, the date of the filing of its certificate of limited partnership if it is a limited partnership or the date of its organization if it is an entity other than a limited partnership or corporation or (ii) if such Subsidiary is an existing Person newly formed by the Loan Parties and is not acquired pursuant to in a Permitted Acquisition, the date of the closing of the transaction constituting such Permitted Acquisition.

Appears in 1 contract

Samples: Revolving Credit Facility (KPMG Consulting Inc)

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