Common use of Material Domestic Subsidiaries Clause in Contracts

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, if the Company has not otherwise designated such entity as a Borrower, such Domestic Subsidiary to become a Subsidiary Guarantor by delivering to the Administrative Agent joinders to the Guarantee Agreement and the Security Agreement (in each case 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 and the Security 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, consolidated total sales or Consolidated Net Income as of the end of or for the most recently ended Reference Period.

Material Domestic Subsidiaries. In If, at any time after the event the Company acquires or creates Closing Date, any Domestic Subsidiary (other than a Guarantor) shall constitute a Material Domestic Subsidiary, the Company shall promptly notify the Agent thereof, which notice shall specify the date as of which such Domestic Subsidiary became a Material Domestic Subsidiary. On or any existing prior to the date 30 days after the date specified in such notice (or such longer period as may be agreed by the Agent in its sole discretion) or, if earlier, the date on which such Material Domestic Subsidiary becomes party to a guaranty of the Senior Note Indebtedness or any other obligation of the Company, the Company shall cause such Material Domestic Subsidiary to execute and deliver to the Agent a supplement to the Domestic Subsidiary Guaranty, together with such supporting documentation, including authorizing resolutions and/or opinions of counsel, as the Agent may reasonably request. Notwithstanding the foregoing, (i) if the Company acquires a Material Domestic Subsidiary after the Effective Datepursuant to a Permitted Acquisition, the Company shall forthwith promptly (and in any event may, as an alternative to complying with the preceding sentence, within thirty (30) 30 days after the consummation of such Permitted Acquisition (or such longer time period as may be agreed by the Administrative Agent may agree) after the acquisition or creation of in its sole discretion), cause such Material Domestic Subsidiary to merge into, or knowledge to transfer all or substantially all of such existing its assets to, the Company or a Guarantor, and (ii) if any Domestic Subsidiary becoming is a Material Domestic Subsidiary solely because it holds Voting Equity Interests in a Material Foreign Subsidiary) cause, if but is not required to pledge such Voting Equity Interests pursuant to the Company has not otherwise designated such entity as a Borrowerlast sentence of Section 6.21(b), then such Domestic Subsidiary shall not be required to become a Subsidiary Guarantor by delivering to the Administrative Agent joinders to the Guarantee Agreement and the Security Agreement (in each case 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 and the Security 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, consolidated total sales or Consolidated Net Income as of the end of or for the most recently ended Reference Period6.21(a).

Material Domestic Subsidiaries. In If, at any time after the event the Company acquires or creates Closing Date, any Domestic Subsidiary (other than a then existing Domestic Subsidiary Guarantor) shall constitute a Material Domestic Subsidiary, the Company shall promptly notify the Agent thereof, which notice shall specify the date as of which such Domestic Subsidiary became a Material Domestic Subsidiary. On or any existing prior to the date 30 days after the date specified in such notice (or such longer period as may be agreed by the Agent in its sole discretion) or, if earlier, the date on which such Material Domestic Subsidiary becomes party to a guaranty of the Senior Note Indebtedness or any other obligation of the Company, the Company shall cause such Material Domestic Subsidiary to execute and deliver to the Agent a supplement to the Domestic Subsidiary Guaranty, a supplement to the Security Agreement and the Collateral Documents required to be delivered by such Person (and each holder of the Equity Interests of such Person) pursuant to Section 6.21(e) and (h), together with such supporting documentation, including authorizing resolutions and/or opinions of counsel, as the Agent may reasonably request. Notwithstanding the foregoing, (i) if the Company acquires a Material Domestic Subsidiary after the Effective Datepursuant to a Permitted Acquisition, the Company shall forthwith promptly (and in any event may, as an alternative to complying with the preceding sentence, within thirty (30) 30 days after the consummation of such Permitted Acquisition (or such longer time period as may be agreed by the Administrative Agent may agree) after the acquisition or creation of in its sole discretion), cause such Material Domestic Subsidiary to merge into, or knowledge to transfer all or substantially all of such existing its assets to, the Company or a Domestic Subsidiary becoming Guarantor, and (ii) if any Domestic Subsidiary is a Material Domestic Subsidiary solely because it holds Voting Equity Interests in a Material Foreign Subsidiary) cause, if but is not required to pledge such Voting Equity Interests pursuant to the Company has not otherwise designated such entity as a Borrowerlast sentence of Section 6.21(b), then such Domestic Subsidiary shall not be required to become a Domestic Subsidiary Guarantor by delivering to the Administrative Agent joinders to the Guarantee Agreement and the Security Agreement (in each case 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 and the Security 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, consolidated total sales or Consolidated Net Income as of the end of or for the most recently ended Reference Period6.21(a).

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, if the Company has not otherwise designated such entity as a Borrower, cause such Domestic Subsidiary to become a Subsidiary Guarantor by delivering to the Administrative Agent joinders a joinder to the Guarantee Agreement and the Security Agreement (in each case 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 and the Security 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, consolidated total sales or Consolidated Net Income as of the end of or for the most recently ended Reference Period.

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, if the Company has not otherwise designated such entity as a Borrower, cause such Domestic Subsidiary to become a Subsidiary Guarantor by delivering to the Administrative Agent joinders a joinder to the Guarantee Agreement and the Security Agreement (in each case 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 and the Security 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 's consolidated assets, consolidated total sales or Consolidated Net Income as of the end of or for the most recently ended Reference Period.

Material Domestic Subsidiaries. In If, at any time after the event the Company acquires Closing Date, any Domestic Subsidiary (other than a then existing Domestic Subsidiary Guarantor, ASCP-Xxxxxxx Holdings, Inc. or creates any Xxxxxxx Engineering, Inc.) shall constitute a Material Domestic Subsidiary, the Company shall promptly notify the Agent thereof, which notice shall specify the date as of which such Domestic Subsidiary became a Material Domestic Subsidiary. On or prior to the date (x) 30 days after the Closing Date in the case of ASCP-Xxxxxxx Holdings, Inc. and Xxxxxxx Engineering, Inc. or (y) 30 days after the date specified in any such notice described in the preceding sentence (or, in the case of clause (x) or (y), such longer period as may be agreed by the Agent in its sole discretion) or, if earlier, the date on which such Material Domestic Subsidiary (including ASCP-Xxxxxxx Holdings, Inc. and Xxxxxxx Engineering, Inc.) becomes party to a guaranty of the Senior Note Indebtedness or any existing other obligation of the Company, the Company shall cause such Material Domestic Subsidiary becomes to execute and deliver to the Agent a supplement to the Domestic Subsidiary Guaranty, a supplement to the Security Agreement and the Collateral Documents required to be delivered by such Person (and each holder of the Equity Interests of such Person) pursuant to Section 6.21(e) and (h), together with such supporting documentation, including authorizing resolutions and/or opinions of counsel, as the Agent may reasonably request. Notwithstanding the foregoing, (i) if the Company acquires a Material Domestic Subsidiary after the Effective Datepursuant to a Permitted Acquisition, the Company shall forthwith promptly (and in any event may, as an alternative to complying with the preceding sentence, within thirty (30) 30 days after the consummation of such Permitted Acquisition (or such longer time period as may be agreed by the Administrative Agent may agree) after the acquisition or creation of in its sole discretion), cause such Material Domestic Subsidiary to merge into, or knowledge to transfer all or substantially all of such existing its assets to, the Company or a Domestic Subsidiary becoming Guarantor, and (ii) if any Domestic Subsidiary is a Material Domestic Subsidiary solely because it holds Voting Equity Interests in a Material Foreign Subsidiary) cause, if but is not required to pledge such Voting Equity Interests pursuant to the Company has not otherwise designated such entity as a Borrowerlast sentence of Section 6.21(b), then such Domestic Subsidiary shall not be required to become a Domestic Subsidiary Guarantor by delivering to the Administrative Agent joinders to the Guarantee Agreement and the Security Agreement (in each case 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 and the Security 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, consolidated total sales or Consolidated Net Income as of the end of or for the most recently ended Reference Period6.21(a).

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, if the Company has not otherwise designated such entity as a Borrower, cause such Domestic Subsidiary to become a Subsidiary Guarantor by delivering to the Administrative Agent joinders a joinder to the Guarantee Agreement and the Security Agreement (in each case 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 and the Security 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, consolidated total sales or Consolidated Net Income as of the end of or for the most recently ended Reference Period.. ARTICLE VI

Material Domestic Subsidiaries. In If, at any time after the event the Company acquires or creates Closing Date, any Domestic Subsidiary (other than a Guarantor) shall constitute a Material Domestic Subsidiary, the Company shall promptly notify the Agent thereof, which notice shall specify the date as of which such Domestic Subsidiary became a Material Domestic Subsidiary. On or any existing prior to the date 30 days after the date specified in such notice (or such longer period as may be agreed by the Agent in its sole discretion) or, if earlier, the date on which such Material Domestic Subsidiary becomes party to a guaranty of the Senior Note Indebtedness or any other obligation of the Company, the Company shall cause such Material Domestic Subsidiary to execute and deliver to the Agent a supplement to the Domestic Subsidiary Guaranty, a supplement to the Security Agreement and the Collateral Documents required to be delivered by such Person (and each holder of the Equity Interests of such Person) pursuant to Section 6.21(e) and (h), together with such supporting documentation, including authorizing resolutions and/or opinions of counsel, as the Agent may reasonably request. Notwithstanding the foregoing, (i) if the Company acquires a Material Domestic Subsidiary after the Effective Datepursuant to a Permitted Acquisition, the Company shall forthwith promptly (and in any event may, as an alternative to complying with the preceding sentence, within thirty (30) 30 days after the consummation of such Permitted Acquisition (or such longer time period as may be agreed by the Administrative Agent may agree) after the acquisition or creation of in its sole discretion), cause such Material Domestic Subsidiary to merge into, or knowledge to transfer all or substantially all of such existing its assets to, the Company or a Guarantor, and (ii) if any Domestic Subsidiary becoming is a Material Domestic Subsidiary solely because it holds Voting Equity Interests in a Material Foreign Subsidiary) cause, if but is not required to pledge such Voting Equity Interests pursuant to the Company has not otherwise designated such entity as a Borrowerlast sentence of Section 6.21(b), then such Domestic Subsidiary shall not be required to become a Subsidiary Guarantor by delivering to the Administrative Agent joinders to the Guarantee Agreement and the Security Agreement (in each case 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 and the Security 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, consolidated total sales or Consolidated Net Income as of the end of or for the most recently ended Reference Period6.21(a).