Common use of Subsidiary Guaranties Clause in Contracts

Subsidiary Guaranties. Each Subsidiary (other than a Receivables Subsidiary) of a Company created, acquired or held subsequent to the Effective Date shall immediately execute and deliver to Agent a Guaranty of Payment of all of the Debt, such agreement to be in form and substance acceptable to Agent and the Required Banks, along with such corporate governance and authorization documents and an opinion of counsel as may be deemed necessary or advisable by Agent and the Required Banks; provided, however, that (a) the Insurance Subsidiary shall not be required to execute and deliver a Guaranty of Payment, (b) a Subsidiary shall not be required to execute such Guaranty of Payment so long as (i) the book value of the total assets of such Subsidiary is less than One Million Dollars ($1,000,000), (ii) the aggregate of the total assets of all such Subsidiaries with total asset values of less than One Million Dollars ($1,000,000) does not exceed the aggregate amount of Five Million Dollars ($5,000,000), and (iii) the amount of total net sales of such Subsidiary is less than One Million Dollars ($1,000,000); and (c) a Foreign Subsidiary shall not be required to execute a Guaranty of Payment to the extent that such Guaranty of Payment will result in adverse tax consequences for Borrower or any U.S. Subsidiary. In the event that the book value of the total assets and/or the amount of total net sales of any Subsidiary (other than the Insurance Subsidiary and any Receivables Subsidiary) that is not a Guarantor of Payment are at any time equal to or greater than One Million Dollars ($1,000,000), Borrower shall provide Agent and the Banks with prompt written notice of such asset value.

Subsidiary Guaranties. (a) Each Domestic Subsidiary (other than a Receivables Subsidiary) of a Company (that is not a Dormant Subsidiary) created, acquired or held subsequent to the Effective Date Closing Date, shall immediately execute and deliver to Agent Agent, for the benefit of the Lenders, a Guaranty of Payment of all of the DebtObligations, such agreement agreements to be in form and substance acceptable to Agent and the Required BanksAgent, along with any such other supporting documentation, corporate governance and authorization documents documents, and an opinion of counsel as may be deemed necessary or advisable by Agent and the Required Banks; provided, however, that Agent. (b) Notwithstanding anything in subpart (a) above to the Insurance contrary, (i) a Domestic Subsidiary shall not be required to execute and deliver a Guaranty of Payment, (b) a Subsidiary shall not be required to execute such Guaranty of Payment so long as (iA) the book value of the total assets of such Domestic Subsidiary is shall be less than the amount of One Million Dollars ($1,000,000), and (iiB) the aggregate of the total assets of all such Domestic Subsidiaries with total asset values of less than One Million Dollars ($1,000,000) does shall not exceed the aggregate amount of One Million Five Million Hundred Thousand Dollars ($5,000,000), and (iii) the amount of total net sales of such Subsidiary is less than One Million Dollars ($1,000,0001,500,000); and (c) a Foreign Subsidiary shall not be required to execute a Guaranty of Payment to the extent that such Guaranty of Payment will result provided that, in adverse tax consequences for Borrower or any U.S. Subsidiary. In the event that the book value of the total assets and/or the amount of total net sales of any Domestic Subsidiary (other than that shall not have complied with the Insurance Subsidiary and any Receivables Subsidiaryrequirements of Section 5.20(a) that is not a Guarantor of Payment are above shall be at any time equal to or greater than One Million Dollars ($1,000,000), Borrower shall provide Agent and the Banks Lenders with prompt written notice of such asset valuevalue and comply with Section 5.20(a) above with respect to such Domestic Subsidiary; and (ii) The Sunprene Company shall not be required to execute and deliver a Guaranty of Payment until such time, if any, as such Company shall become a Wholly-Owned Subsidiary of Borrower.

Subsidiary Guaranties. Each Subsidiary (other than a Receivables Subsidiary) of a Company created, acquired or held on or subsequent to the Effective Date Closing Date, shall immediately execute and deliver become a party to Agent a the Guaranty of Payment of all of the Debt, such agreement to be in form and substance acceptable to Agent and the Required Banks, along with Contribution Agreement and shall deliver such corporate governance and authorization documents and an opinion of counsel as may be deemed necessary or advisable by Agent and the Required BanksLenders; provided, however, that (a) the Insurance Subsidiary shall not be required to execute and deliver a Guaranty of Payment, (b) a Subsidiary shall not be required to execute such Guaranty of Payment so long as (i) the book value of the total assets of such Subsidiary is less than One Million Dollars ($1,000,000), (ii) the aggregate of the total assets of all such Subsidiaries with total asset values of less than One Million Dollars ($1,000,000) does not exceed the aggregate amount of Five Million Dollars ($5,000,000), and (iii) the amount of total net sales of such Subsidiary is less than One Million Dollars ($1,000,000); and (c) a Foreign Subsidiary shall not be required to execute a Guaranty of Payment Payment, and (c) a Subsidiary shall not be required to the extent that such execute a Guaranty of Payment will result in adverse tax consequences for Borrower or any U.S. Subsidiary. In if (i) the event that total assets (based on the book value of such assets as determined in accordance with GAAP) of such Subsidiary are less than $1,000,000, and (ii) the aggregate Table of Contents amount of the total assets and/or (based on the book value of such assets as determined in accordance with GAAP) of all such Subsidiaries with total assets less than $1,000,000 does not exceed the aggregate amount of total net sales of any Subsidiary (other than the Insurance Subsidiary and any Receivables Subsidiary) that is not a Guarantor of Payment are $5,000,000 at any time equal to or greater than One Million Dollars ($1,000,000), time. Borrower shall provide Agent and the Banks Lenders with prompt written notice in the event that (x) any Subsidiary (that is not already a Guarantor of Payment) has total assets (based on the book value of such asset valueassets as determined in accordance with GAAP) in excess of $1,000,000, or (y) the aggregate amount of the total assets (based on the book value of such assets as determined in accordance with GAAP) of all Subsidiaries (that are not already Guarantors of Payment) with total assets less than $1,000,000 exceeds the aggregate amount of $5,000,000.

Subsidiary Guaranties. Each Subsidiary (or other than a Receivables Subsidiary) affiliate of a Company created, acquired or held subsequent to the Effective Restatement Date shall immediately execute and deliver to Agent a Guaranty of Payment of all of the Debt, such agreement to be in form and substance acceptable to Agent and the Required Banks, along with such corporate governance and authorization documents and an opinion of counsel as may be deemed necessary or advisable by Agent and the Required Banks; provided, however, that (a) the Insurance Subsidiary shall not be required to execute and deliver a Guaranty of Payment, (b) a Subsidiary shall not be required to execute such Guaranty of Payment so long as (i) the book value of the total assets of such Subsidiary is less than One Million Dollars ($1,000,000), (ii) the aggregate of the total assets of all such Subsidiaries with total asset values of less than One Million Dollars ($1,000,000) does not exceed the aggregate amount of Five Million Dollars ($5,000,000), and (iii) the amount of total net sales of such Subsidiary is less than One Million Dollars ($1,000,000); and (c) a Foreign Subsidiary shall not be required to execute a Guaranty of Payment to the extent that such Guaranty of Payment will result in adverse tax consequences for Borrower or any U.S. SubsidiaryBorrower. In the event that the book value of the total assets and/or the amount of total net sales of any Subsidiary (other than the Insurance Subsidiary and any Receivables Subsidiary) that is not a Guarantor of Payment are at any time equal to or greater than One Million Dollars ($1,000,000), Borrower shall provide Agent and the Banks with prompt written notice of such asset value.

Subsidiary Guaranties. Each (a) Subject to subpart (b) below, each Domestic Subsidiary (other than a Receivables Subsidiary) of a Company created, acquired or held subsequent to the Effective Date Closing Date, shall immediately execute and deliver to Agent a Guaranty of Payment of all of the Debt, such agreement to be in form and substance acceptable to Agent and the Required Banks, along with such corporate governance and authorization documents and an opinion of counsel as may be deemed necessary or advisable by Agent and the Required Banks; provided. So long as there shall be no adverse tax consequences, howevereach Foreign Affiliate of a Foreign Borrower created, that acquired or held subsequent to the Closing Date, shall immediately execute and deliver to Agent a Guaranty of Payment of all of the Debt of such Foreign Borrower, such agreement to be in form and substance acceptable to Agent and the Required Banks, along with such corporate governance and authorization documents and an opinion of counsel as may be deemed necessary or advisable by Agent and the Required Banks. (b) Notwithstanding anything in subpart (a) above to the Insurance contrary, (i) a Domestic Subsidiary shall not be required to execute and deliver a Guaranty of Payment, (b) a Subsidiary shall not be required to execute such Guaranty of Payment so long as (iA) the book value of the total assets of such Domestic Subsidiary is shall be less than the amount of One Million Dollars ($1,000,000), and (iiB) the aggregate of the total assets of all such Domestic Subsidiaries with total asset values of less than One Million Dollars ($1,000,000) does shall not exceed the aggregate amount of One Million Five Million Hundred Thousand Dollars ($5,000,000), and (iii) the amount of total net sales of such Subsidiary is less than One Million Dollars ($1,000,0001,500,000); and (c) a Foreign Subsidiary shall not be required to execute a Guaranty of Payment to the extent that such Guaranty of Payment will result provided that, in adverse tax consequences for Borrower or any U.S. Subsidiary. In the event that the book value of the total assets and/or the amount of total net sales of any Domestic Subsidiary (other than that shall not have complied with the Insurance Subsidiary and any Receivables Subsidiaryrequirements of Section 5.20(a) that is not a Guarantor of Payment are above shall be at any time equal to or greater than One Million Dollars ($1,000,000), Borrower ASI shall provide Agent and the Banks Lenders with prompt written notice of such asset valuevalue and comply with Section 5.20(a) above with respect to such Domestic Subsidiary; and (ii) The Sunprene Company shall not be required to execute and deliver a Guaranty of Payment until such time, if any, as such Company shall become a Wholly-Owned Subsidiary of ASI.

Subsidiary Guaranties. Each Subsidiary (other than a Receivables Subsidiary) of a Company created, acquired or held subsequent to the Effective Date Closing Date, shall immediately execute and deliver to Agent a Guaranty of Payment of all of the Debt, such agreement to be in form and substance acceptable to Agent and the Required Banks, along with such corporate governance and authorization documents and an opinion of counsel as may be deemed necessary or advisable by Agent and the Required Banks; provided, however, that (a) the Insurance Subsidiary shall not be required to execute and deliver a Guaranty of Payment, (b) a Subsidiary shall not be required to execute such Guaranty of Payment so long as (i) the book value of the total assets of such Subsidiary is shall be less than the amount of One Million Dollars ($1,000,000), and (ii) the aggregate of the total assets of all such Subsidiaries with total asset values of less than One Million Dollars ($1,000,000) does shall not exceed the aggregate amount of Five Three Million Dollars ($5,000,0003,000,000), and (iii) the amount of total net sales of such Subsidiary is less than One Million Dollars ($1,000,000); and (cb) a Foreign Subsidiary shall not be required to execute a Guaranty of Payment to the extent that such Guaranty of Payment will result in adverse tax consequences for Borrower or any U.S. SubsidiaryBorrowers (provided that Borrowers shall provide to the Banks a pledge of two-thirds of the stock of such Foreign Subsidiary if required by Agent and the Required Banks). In the event that the book value of the total assets and/or the amount of total net sales of any Subsidiary (other than the Insurance Subsidiary and any Receivables Subsidiary) that is shall not be a Guarantor of Payment are shall be at any time equal to or greater than One Million Dollars ($1,000,000), Borrower Borrowers shall provide Agent and the Banks with prompt written notice of such asset value.

Subsidiary Guaranties. Each Subsidiary (or other than a Receivables Subsidiary) affiliate of a Company created, acquired or held subsequent to the Effective Closing Date shall immediately execute and deliver to Agent a Guaranty of Payment of all of the Debt, such agreement to be in form and substance acceptable to Agent and the Required Banks, along with such corporate governance and authorization documents and an opinion of counsel as may be deemed necessary or advisable by Agent and the Required Banks; provided, however, that (a) the Insurance Subsidiary shall not be required to execute and deliver a Guaranty of Payment, (b) a Subsidiary shall not be required to execute such Guaranty of Payment so long as (i) the book value of the total assets of such Subsidiary is less than One Million Dollars ($1,000,000), (ii) the aggregate of the total assets of all such Subsidiaries with total asset values of less than One Million Dollars ($1,000,000) does not exceed the aggregate amount of Five Million Dollars ($5,000,000), and (iii) the amount of total net sales of such Subsidiary is less than One Million Dollars ($1,000,000); and (c) a Foreign Subsidiary shall not be required to execute a Guaranty of Payment to the extent that such Guaranty of Payment will result in adverse tax consequences for Borrower or any U.S. SubsidiaryBorrower. In the event that the book value of the total assets and/or the amount of total net sales of any Subsidiary (other than the Insurance Subsidiary and any Receivables Subsidiary) that is not a Guarantor of Payment are at any time equal to or greater than One Million Dollars ($1,000,000), Borrower shall provide Agent and the Banks with prompt written notice of such asset value.