Joinder Tests Sample Clauses

Joinder Tests. Within 45 days after the end of each fiscal quarter, IHS shall make the calculations to determine whether: (i) all Domestic Subsidiaries who are Material Subsidiaries are party to the US Guaranty Agreement; (ii) all Foreign Subsidiaries who are Material Subsidiaries are party to the Foreign Guaranty Agreement; (iii) all Domestic Subsidiaries who Guarantee, or who are required to Guarantee, all or any portion of the “Obligations” (as defined in the Term Loan Credit Agreement and the 2012 Credit Agreement) or who are or are required to be guarantors under the Permitted Capital Markets Debt Indenture, or who are borrowers under the Term Loan Credit Agreement or the 2012 Credit Agreement or issuers under the Permitted Capital Markets Debt Indenture are party to the US Guaranty Agreement; and (iv) if the Aggregation Test was satisfied as of such fiscal quarter end. The “Aggregation Test” shall be deemed to be satisfied as of a fiscal quarter end if the combined total revenue of the Subsidiaries who are Guarantors plus the unconsolidated revenues of all the Borrowers, each as determined for the four fiscal quarters then ended, is equal to or greater than 70% of IHS’s consolidated total revenue for such period. IHS shall be in violation of the Aggregation Test even if all Subsidiaries are party to the Guaranty Agreements other than Subsidiaries excluded under paragraph (e) of this Section unless one or more of such excluded Subsidiaries are added as Borrowers hereunder and after giving effect to such joinder the Aggregation Test is satisfied.
Sample 1Sample 2
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Joinder Tests. Within 45 days after the end of each fiscal quarter, IHS shall (i) make the calculations to determine whether all Domestic Subsidiaries who are Material Subsidiaries are party to the Guaranty Agreement and (ii) confirm that all Domestic Subsidiaries who Guarantee, or who are required to Guarantee, all or any portion of the “Obligations” (as defined in the Revolving Facility Credit Agreement and the 2012 Credit Agreement) or who are or are required to be guarantors under the Permitted Capital Markets Debt Indenture, or who are borrowers under the Revolving Facility Credit Agreement or the 2012 Credit Agreement or issuers under the Permitted Capital Markets Debt Indenture are party to the Guaranty Agreement.
Sample 1Sample 2
Joinder Tests. Within 45 days after the end of each fiscal quarter, IHS shall (i) make the calculations to determine whether all Domestic Subsidiaries who are Material Subsidiaries are party to the US Guaranty Agreement and (ii) confirm that all Domestic Subsidiaries who Guarantee, or who are required to Guarantee, all or any portion of the "Obligations" (as defined in the JPMorgan Credit Agreement) pursuant to the JPMorgan Guarantee Requirement are party to the US Guaranty Agreement.
Sample 1
Joinder Tests. Within 45 days after the end of each fiscal quarter, IHS shall make the calculations to determine whether: (i) all Domestic Subsidiaries who are Material Subsidiaries are party to the US Guaranty Agreement; (ii) all Foreign Subsidiaries who are Material Subsidiaries are party to the Foreign Guaranty Agreement; and (iii) if the Aggregation Test was satisfied as of such fiscal quarter end. The “Aggregation Test” shall be deemed to be satisfied as of a fiscal quarter end if the combined total revenue of the Subsidiaries who are Guarantors plus the unconsolidated revenues of all the Borrowers, each as determined for the four fiscal quarters then ended, is equal to or greater than 80% of CREDIT AGREEMENT, Page 64 IHS’ consolidated total revenue for such period. IHS shall be in violation of the Aggregation Test even if all Subsidiaries are party to the Guaranty Agreements other than Subsidiaries excluded under paragraph (e) of this Section unless one or more of such excluded Subsidiaries are added as Borrowers hereunder and after giving effect to such joinder the Aggregation Test is satisfied.
Sample 1
Joinder Tests. Holdings shall determine compliance with the Aggregation Test on a quarterly basis as of the date of the required delivery of financial statements pursuant to Section 5.01 (a) or (b), as applicable, and in that connection, shall make the calculations to determine whether: (i) all Subsidiaries who are Material Subsidiaries are party to the Guaranty Agreement, (ii) all Subsidiaries who are or are required to be guarantors under any Permitted Capital Markets Debt Indenture, or who are issuers under any Permitted Capital Markets Debt Indenture are party to the Guaranty Agreement and (iii) the Aggregation Test was satisfied as of the applicable fiscal quarter end. The “Aggregation Test” shall be deemed to be satisfied as of a fiscal quarter end if the combined total revenue of the Subsidiaries who are Guarantors plus the unconsolidated revenues of the Borrower, each as determined for the four fiscal quarters then ended, is equal to or greater than 60% of Holdings’ consolidated total revenue for such period. If as of the end of any fiscal quarter or fiscal year, as applicable, the Aggregation Test is not satisfied, Holdings shall cause such number of Subsidiaries to be joined as Guarantors such that after giving effect to such joinders, the Aggregation Test is then satisfied.
Sample 1

Related to Joinder Tests

  • Joinder Agreement The Joinder Agreement with respect to the Guaranty and the Contribution Agreement to be executed and delivered pursuant to §5.2 by any Additional Subsidiary Guarantor, such Joinder Agreement to be substantially in the form of Exhibit C hereto.

  • Joinder of Additional Guarantors The Pledgors shall cause each Subsidiary of Quest Resource Corporation which, from time to time, after the date hereof shall be required to pledge any assets to the Administrative Agent for the benefit of the Secured Parties pursuant to the provisions of the Second Lien Term Loan Agreement, (a) to execute and deliver to the Administrative Agent (i) a Joinder Agreement substantially in the form of Exhibit 3 annexed hereto within thirty (30) Business Days on which it was acquired or created and (ii) a Perfection Certificate, in each case, within thirty (30) Business Days of the date on which it was acquired or created or (b) in the case of a Subsidiary organized outside of the United States required to pledge any assets to the Administrative Agent, execute and deliver such documentation as the Administrative Agent shall reasonably request and, in each case, upon such execution and delivery, such Subsidiary shall constitute a "Guarantor" and a "Pledgor" for all purposes hereunder with the same force and effect as if originally named as a Guarantor and Pledgor herein. The execution and delivery of such Joinder Agreement shall not require the consent of any Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor and Pledgor as a party to this Agreement.

  • Waivers; Amendment; Joinder Agreements (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.

  • Term SOFR Conforming Changes In connection with the use or administration of Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

  • FORM OF JOINDER AGREEMENT This Joinder Agreement (the “Joinder Agreement”) is made and dated as of [ ], 20[ ], and is entered into by and between__________________., a ___________ corporation (“Subsidiary”), and HERCULES CAPITAL, INC., a Maryland corporation (as “Agent”).

  • Joinder Agreements If, at the option of the Borrower or as required pursuant to Section 4.13 of the Credit Agreement, the Borrower shall cause any Subsidiary that is not a Grantor to become a Grantor hereunder, such Subsidiary shall execute and deliver to Agent a Joinder Agreement substantially in the form of Annex 2 and shall thereafter for all purposes be a party hereto and have the same rights, benefits and obligations as a Grantor party hereto on the Closing Date.

  • Counterparts and Consent to Do Business Electronically This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but together they shall constitute one and the same instrument. Facsimile and .pdf signatures shall be deemed valid and binding to the same extent as the original and the parties affirmatively consent to the use thereof, with no such consent having been withdrawn. Each party agrees that this Agreement and any documents to be delivered in connection with this Agreement may be executed by means of an electronic signature that complies with the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, in each case to the extent applicable. Any electronic signatures appearing on this Agreement and such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any electronic signature or faxed, scanned, or photocopied manual signature of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof.

  • Additional Guarantors; Release of Guarantors SECTION 5.11 OF THE CREDIT AGREEMENT PROVIDES THAT CERTAIN SUBSIDIARIES MUST BECOME GUARANTORS BY, AMONG OTHER THINGS, EXECUTING AND DELIVERING TO AGENT A COPY OF THIS GUARANTY. ANY SUBSIDIARY WHICH EXECUTES AND DELIVERS TO THE AGENT THIS GUARANTY SHALL BE A GUARANTOR FOR ALL PURPOSES HEREUNDER. UNDER CERTAIN CIRCUMSTANCES DESCRIBED IN SECTION 5.10 OF THE CREDIT AGREEMENT, CERTAIN SUBSIDIARIES MAY OBTAIN FROM THE AGENT A WRITTEN RELEASE FROM THIS GUARANTY PURSUANT TO THE PROVISIONS OF SUCH SECTION, AND UPON OBTAINING SUCH WRITTEN RELEASE, ANY SUCH SUBSIDIARY SHALL NO LONGER BE A GUARANTOR HEREUNDER. EACH OTHER GUARANTOR CONSENTS AND AGREES TO ANY SUCH RELEASE AND AGREES THAT NO SUCH RELEASE SHALL AFFECT ITS OBLIGATIONS HEREUNDER.

  • Environmental Covenant The Borrower will, and will cause each of its Subsidiaries to,

  • Joinder of Guarantors Each of the Guarantors hereby joins in this Amendment to evidence its consent hereto, and each Guarantor hereby reaffirms its obligations set forth in the Credit Agreement, as hereby amended, and in each Guaranty Agreement and each other Loan Document given by it in connection therewith.

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