Joinder of Subsidiaries Sample Clauses

Joinder of Subsidiaries. (a) No later than 15 days after such time as a Loan Party or any of its Subsidiaries forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, or at any time upon request of Administrative Agent with respect to any Subsidiary whether existing as of the Closing Date or thereafter created or acquired: (a) promptly, and in any event within five days of creation, acquisition or request, as applicable, provide written notice to Administrative Agent together with certified copies of the Operating Documents for such Subsidiary, and (b) promptly, and in any event within 10 days of formation or creation, or upon Administrative Agent’s request, as applicable: (i) take all such action as may be reasonably required by Administrative Agent to cause the applicable Subsidiary (other than an Excluded Foreign Subsidiary) to either: (A) provide a joinder to this Agreement pursuant to which such Subsidiary becomes a Loan Party hereunder, or (B) guarantee the Obligations of Borrowers under the Loan Documents and grant a security interest in and to the collateral of such Subsidiary (substantially as described on Exhibit B), in each case together with such Account Control Agreements and other documents, instruments and agreements reasonably requested by Administrative Agent, all in form and substance satisfactory to Administrative Agent (including being sufficient to grant Collateral Trustee a first priority Lien, subject to Permitted Liens in and to the assets of such Subsidiary), and (ii) (A) with respect to any Subsidiary that is not an Excluded Foreign Subsidiary, to pledge all of the direct or beneficial Equity Interests in such Subsidiary or (B) with respect to any Subsidiary that is a First-Tier Foreign Subsidiary, to pledge 65% of the voting Equity Interests of such First-Tier Foreign Subsidiary and 100% of the non-voting Equity Interests of such First-Tier Foreign Subsidiary. Any document, agreement, or instrument executed or issued pursuant to this Section 6.10 shall be a Loan Document. For the avoidance of doubt, no pledge shall be required with respect to (i) any Equity Interests in any Excluded Foreign Subsidiary other than a First-Tier Foreign Subsidiary and (ii) any asset directly or indirectly owned by any Excluded Foreign Subsidiary. (b) Borrowers shall not permit any Excluded Foreign Subsidiaries, First-Tier Foreign Subsidiaries or any other Subsidiaries which are not Loan Parties, in the aggregate, to mainta...
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Joinder of Subsidiaries. (a) The Loan Parties shall cause any Person which becomes a Subsidiary of a Loan Party after the Closing Date to become a party to, and agree to be bound by the terms of, this Agreement and the other Loan Documents (including without limitation the Collateral Documents) as a Guarantor pursuant to a Joinder Agreement, satisfactory to the Administrative Agent in all respects and executed and delivered to the Administrative Agent within thirty (30) days after the day on which such Person became a Subsidiary (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that (1) the Excluded Subsidiary shall not be required to become a Guarantor hereunder, and (2) no Foreign Subsidiary shall be required to become a Guarantor hereunder if, in the reasonable judgment of the Administrative Agent based on information provided by the Borrower, doing so would result in material adverse tax consequences to the Borrower. In connection therewith, the Loan Parties shall give notice to the Administrative Agent not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion), or acquiring the Capital Securities of any other Person. The Loan Parties shall also cause such Organization Documents, resolutions, favorable opinions of counsel and such other documents or agreements as the Administrative Agent may reasonably request, all in form, content and scope reasonably satisfactory to the Administrative Agent, to be delivered to the Administrative Agent concurrently with the instrument referred to above. (b) Each Loan Party shall pledge: (a) the lesser of 65% or the entire interest owned by such Loan Party, of the Capital Securities or equivalent equity interests in any Person which becomes a first tier Foreign Subsidiary after the Closing Date; and (b) the entire interest owned by the Loan Parties of the Capital Securities or equivalent equity interests in any Person which becomes a Domestic Subsidiary after the Closing Date, in each case pursuant to the Security Agreement within thirty (30) days after the day on which such Person became a Subsidiary (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion), and shall deliver to the Administrative Agent such shares of the Capital Securities together with stock powers executed in blank. The Loan Parties shall also cause such Org...
Joinder of Subsidiaries. Unless otherwise provided in this Agreement, to the extent it has any interest in any oil and/or gas mineral rights and to the extent not prohibited by any obligation binding at the time of formation or acquisition, each Subsidiary of CEI and CNX formed or acquired after the date of this Agreement shall promptly join in this Agreement (and all related documents, agreements and instruments as necessary or proper to effectuate the intent of this Agreement). In no event shall such joinder be later than 30 days following (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, the date of the closing of the transaction constituting such acquisition.
Joinder of Subsidiaries. Upon the execution and delivery by a Subsidiary and the Agent of a Joinder Agreement, and delivery to the Agent of such other Security Instruments, documents and opinions with respect to such Subsidiary as may reasonably be requested by the Agent, such Subsidiary shall become a Guarantor hereunder, with the same force and effect as if originally named as such herein, and without the consent of any other party hereto. The rights and obligations of each Loan Party hereunder and under the other Loan Documents shall remain in full force and effect notwithstanding the addition of any Subsidiary as a party to this Agreement.
Joinder of Subsidiaries. If the Borrower creates or acquires any Subsidiary, the Borrower shall cause such subsidiary to execute and deliver to the Lender an agreement (a "Joinder Agreement") substantially in the form attached as ANNEX D pursuant to which such Subsidiary shall join as a Borrower hereunder and under each document to which the Borrower is named as a party. The Borrower shall cause the Joinder Agreement to be delivered to the Lender within five (5) Business Days after 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 corporation or a limited partnership.
Joinder of Subsidiaries. From time to time additional Subsidiaries of the Borrower may be joined as Pledgors under this Agreement by executing a Form of Joinder, substantially in the form of Exhibit A attached hereto, and any such other documentation as reasonably requested by the Administrative Agent.
Joinder of Subsidiaries. In the event that any Subsidiary of any Borrower which is not then a Borrower under this Loan Agreement becomes the owner of any interest in any Financed Equipment purchased with any Equipment Advance through either the initial purchase of such Financed Equipment from a third party or by way of any transfer, assignment or sale of such Financed Equipment by any other Borrower, Borrowers shall cause such Subsidiary to deliver to Bank, within twenty (20) days of acquiring any such interest in any Financed Equipment, an Additional Borrower Joinder Supplement in substantially the form attached hereto as Exhibit D pursuant to which (a) it shall join as a Borrower under each of the Loan Documents to which the Borrowers are parties, and (b) encumber such Financed Equipment to secure the Obligations, free and clear of all Liens.
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Joinder of Subsidiaries. Without limiting the generality of the provisions of Section 11.28, at any time that the Borrower or any Subsidiary thereof forms or acquires any new Subsidiary (a “New Subsidiary”), which formation or acquisition shall be effected only if no Default or Event of Default has occurred or would be caused thereby and only if such new subsidiary would be a direct or indirect wholly-owned Subsidiary of the Borrower, (a) the New Subsidiary shall sign a joinder to the Guaranty Agreement, the Security Agreement and the Pledge Agreement, and shall execute and deliver such UCC-1 financing statements and Mortgages, and such other Loan Documents as shall be necessary or appropriate to effect the purposes hereof; (b) the owner of the equity of the New Subsidiary shall deliver such stock certificates and other documentation as shall be necessary or advisable to perfect the Lien in the equity of the New Subsidiary in favor of the Lender; and (c) in the case of a Foreign Subsidiary, if any, the Collateral will be limited to a pledge of 65% of the voting equity interests of such Foreign Subsidiary held directly by Borrower or any domestic Subsidiary, 100% of the nonvoting equity interests of such Foreign Subsidiary held directly by Borrower or any domestic Subsidiary and 100% of any intercompany Indebtedness owed by such Foreign Subsidiary to the Borrower or any of the Guarantors; provided that, Borrower and its Subsidiaries will cause additional equity interests and assets of each Foreign Subsidiary to be subject to a perfected Lien in favor of the Lender securing the Obligations from time to time to the extent not resulting in potential liability under Section 956(d) of the Code or any amendment or successor to such statutory provisions.
Joinder of Subsidiaries. Promptly upon any (a) wholly-owned Subsidiary (other than a Foreign Subsidiary or a Negative Pledge Debtor) of the Borrowers or its property becoming subject to the Case or (b) any wholly-owned Subsidiary (other than a Foreign Subsidiary) that is a Negative Pledge Debtor avoiding or having avoided or repaid or discharged the Pre-Petition Liens securing such Subsidiary’s Prior Lien Debt (other than pursuant to a refinancing permitted by this Agreement), the Borrowers shall cause such Subsidiary to execute and deliver to the Agent a joinder agreement and a Guaranty Supplement pursuant to which such Subsidiary will become a party hereto for the purposes of guaranteeing the Obligations and granting the Agent Liens on the Collateral of such new Subsidiary of a type described in the definition of Collateral and such Subsidiary shall (a) obtain such orders from the Bankruptcy Court in the Case as the Agent may reasonably request to effect such joinder and such guarantee and (b) execute and deliver such other instruments, certificates, supplements to the Schedules and agreements in connection herewith and therewith as the Agent may reasonably request subject to the limitations set forth in Section 6.2.
Joinder of Subsidiaries. With respect to any Subsidiary acquired or formed after the Closing Date, the Loan Parties agree, and agree to cause such Subsidiary to do the following within thirty (30) days (or such longer period as the Administrative Agent may agree) after such Person becomes a Subsidiary: (i) execute and deliver to the Administrative Agent such amendments or joinders to this Agreement and, as applicable, the other Loan Documents, (ii) cause such Subsidiary to become a party to this Agreement and, as applicable, the other Loan Documents as a Borrower or Guarantor (as reasonably determined by the Administrative Agent in consultation with the Borrowing Agent), and (iii) execute and deliver to the Administrative Agent any other documents reasonably requested by the Administrative Agent to document its rights hereunder and under the other Loan Documents, including such items as are consistent with Section 7.1 [First Loans and Letters of Credit].
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