Material Domestic Subsidiaries. In the event the Company acquires or creates any Material Domestic Subsidiary, or any existing Domestic Subsidiary becomes a Material Domestic Subsidiary after the Effective Date, the Company shall forthwith promptly (and in any event within thirty (30) days (or such longer time as the Administrative Agent may agree) after the acquisition or creation of such Material Domestic Subsidiary or knowledge of such existing Domestic Subsidiary becoming a Material Domestic Subsidiary) cause such Domestic Subsidiary to become a Subsidiary Guarantor by delivering to the Administrative Agent a joinder to the Guarantee Agreement (in the form contemplated thereby), duly executed by such Domestic Subsidiary, pursuant to which such Domestic Subsidiary agrees to be bound by the terms and provisions of the Guarantee Agreement, such joinder to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel. Notwithstanding anything herein to the contrary (including the five percent (5%) threshold in the definition of “Material Domestic Subsidiary”), the Company will cause a sufficient number of its Domestic Subsidiaries to be Subsidiary Guarantors in accordance with the requirements of this Section such that, at all times, all Domestic Subsidiaries that are not Subsidiary Guarantors, collectively, do not comprise more than fifteen percent (15%) of the Company’s consolidated assets, total sales or Consolidated Net Income as of the end of or for the most recently ended Reference Period.
Material Domestic Subsidiaries. Cause each wholly-owned Material Domestic Subsidiary to become a Guarantor hereunder promptly, but in any event within forty-five (45) days of the Subsidiary becoming a Material Domestic Subsidiary, by execution and delivery of a Guaranty Joinder Agreement or such other documents as the Administrative Agent may deem appropriate for such purpose, together with certified copies of resolutions and Organization Documents and favorable opinions of counsel (including, among other things, due authorization, execution, delivery, and enforceability of the Guaranty Joinder Agreement and related documents), all in form, scope and substance reasonably satisfactory to the Administrative Agent.
Material Domestic Subsidiaries. The Borrower shall cause each Material Domestic Subsidiary, whether existing on the Effective Date or created or acquired after the Effective Date, to, within 30 days of creation or acquisition (or such later date as the Administrative Agent shall agree), to execute and deliver to the Administrative Agent a joinder to the Guaranty or otherwise deliver a Guaranty, in any event, in form and substance satisfactory to the Administrative Agent. Furthermore, if, as of any fiscal quarter end, the Non-Material Domestic Subsidiaries collectively (a) have operating income equal to or greater than 10% of the Borrower’s consolidated operating income for the four fiscal quarter period then ended, or (b) have a total book value of total assets equal to or greater than 10% of the Borrower’s consolidated book value of total assets, in either case under clause (a) or (b), as established in accordance with GAAP and as reflected in the financial statements covering such fiscal quarter and delivered to the Administrative Agent pursuant hereto, then, within 30 days of delivery of such financial statements and the accompanying Compliance Certificate required under Section 5.2(c) above, the Borrower shall cause such Non-Material Domestic Subsidiaries to execute and deliver to the Administrative Agent a joinder to the Guaranty or otherwise deliver a Guaranty, in any event, in form and substance satisfactory to the Administrative Agent, but only to the extent necessary in order to result in (i) operating income of all Non-Material Domestic Subsidiaries that are not Guarantors to be less than 10% of the Borrower’s consolidated operating income for the four fiscal quarter period then ended, and (ii) total book value of total assets of all Non-Material Domestic Subsidiaries that are not Guarantors to be less than 10% of the Borrower’s consolidated book value of total assets, in either case under clause (i) or (ii), as established in accordance with GAAP and as reflected in the financial statements covering such fiscal quarter and delivered to the Administrative Agent pursuant hereto. Furthermore, concurrently with the delivery of each financial statement as required in Sections 5.2(a) and (b) and the accompanying Compliance Certificate required under Section 5.2(c), the Borrower may request that the Administrative Agent release, and within 30 days of such request, the Administrative Agent shall release, any Domestic Subsidiary from its Guaranty as requested by the Borrower, so long a...
Material Domestic Subsidiaries. As of the Closing Date, there are no Material Domestic Subsidiaries.
Material Domestic Subsidiaries. As of the Closing Date Schedule 5.19, or as of the date thereof the most recent supplement to Schedule 5.19 delivered by the Company pursuant to Section 6.02(f) or Section 7.04(c)(iv) or the most recent revised Schedule 5.19 delivered by the Company pursuant to Section 2.15, sets forth Domestic Subsidiaries of the Company (on a Pro Forma Basis, in the case of any supplement delivered pursuant to Section 7.04(c)(iv)) (i) the total assets of which (not including Equity Interests of its Subsidiaries), in the aggregate together with the total assets of the Company (not including Equity Interests of its Subsidiaries), exceed eighty-five percent (85.0%) of the total assets of the Company and its Domestic Subsidiaries in the aggregate (not including Equity Interests of their respective Subsidiaries) and (ii) the EBITDA of which for the most recently ended fiscal quarter, in the aggregate together with the EBITDA of the Company for such fiscal quarter, exceeds eighty-five percent (85.0%) of the EBITDA of the Company and its Domestic Subsidiaries in the aggregate for such fiscal quarter. As of the Closing Date, no Subsidiary of the Company (other than any Material Domestic Subsidiary) provides any Guarantee with respect to any Indebtedness of the Company (other than the Obligations).
Material Domestic Subsidiaries. (i) The consolidated Tangible Assets of EDS and the Material Domestic Subsidiaries equals or exceeds 80 percent of the consolidated Tangible Assets of EDS and the EDS Subsidiaries, in each case determined in accordance with GAAP. The consolidated gross revenues of EDS and the Material Domestic Subsidiaries for the four consecutive fiscal quarters of EDS ending on the last day of the most recent fiscal quarter ending prior to the Availability Date and for each period of four consecutive fiscal quarters of EDS ending on the last day of each fiscal quarter after the Availability Date equals or exceeds 80 percent of the consolidated gross revenues of the EDS and the EDS Subsidiaries for such periods, in each case determined in accordance with GAAP.
(ii) The consolidated Tangible Assets of each EDS Domestic Subsidiary that is (A) not a Material Domestic Subsidiary and (B) not listed on Schedule 6.1(n)(2) is less than 10 percent of the consolidated Tangible Assets of EDS and the EDS Subsidiaries, in each case determined in accordance with GAAP. The consolidated gross revenues of each EDS Domestic Subsidiary that is (A) not a Material Domestic Subsidiary and (B) not listed on Schedule 6.1(n)(2) for the four consecutive fiscal quarters of EDS ending on the last day of the most recent fiscal quarter ending prior to the Availability Date and for each period of four consecutive fiscal quarters of EDS ending on the last day of each fiscal quarter after the Availability Date is less than 10 percent of the consolidated gross revenues of EDS and the EDS Subsidiaries for such periods, in each case determined in accordance with GAAP.
Material Domestic Subsidiaries. All of such Borrower’s Material Domestic Subsidiaries, if any, are party to a Subsidiary Guarantee.
Material Domestic Subsidiaries. Schedule 5.8 contains an accurate list of all Material Domestic Subsidiaries of each Borrower as of the date of this Agreement, setting forth their respective jurisdictions of organization and the percentage of their respective capital stock or other ownership interests owned by the relevant Borrower or Material Domestic Subsidiaries. All of the issued and outstanding shares of capital stock or other ownership interests of such Material Domestic Subsidiaries have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non-assessable.
Material Domestic Subsidiaries. All Material Domestic Subsidiaries are party to the Amended and Restated Subsidiary Guarantee.
Material Domestic Subsidiaries. All Material Domestic Subsidiaries are party to the Subsidiary Guarantee, and, except upon the occurrence and during the continuation of a Collateral Release, the Borrower and all Restricted Subsidiaries holding Equity Interests in the Material Domestic Subsidiaries are party to the Pledge Agreement.
