Common use of Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances Clause in Contracts

Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within forty-five (45) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Material Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrowers as a Material Subsidiary, the Irish Holdco, the Irish Sub Holdco, the Lux Holdco and the Borrowers shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall (subject to the Agreed Security Principles, in the case of any Foreign Subsidiary (other than any Foreign Subsidiary organized under the laws of Canada (or any province, territory or subdivision thereof)) cause each such Material Subsidiary to deliver to the Administrative Agent a supplement to the Subsidiary Guaranty and the US Security Agreement and/or each other applicable Collateral Document (in each case in the form contemplated thereby and modified as required in order to comply with local laws in accordance with the Agreed Security Principles, if applicable) pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof, the Subsidiary Guaranty, the US Security Agreement and/or other applicable Collateral Document, as applicable, to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent and its counsel.

Appears in 2 contracts

Samples: Credit Agreement (Endo International PLC), Credit Agreement (Endo International PLC)

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Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within forty-five thirty (4530) days (or such later date as may be agreed upon by the Administrative Collateral Agent) after any Person becomes a Material Subsidiary or any Restricted Subsidiary qualifies independently as, or is designated by the Borrowers as Company or the Collateral Agent as, a Subsidiary Guarantor pursuant to the definition of “Material Subsidiary, the Irish Holdco, the Irish Sub Holdco, the Lux Holdco and the Borrowers Company shall provide the Administrative Collateral Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall (subject to the Agreed Security Principles, in the case of any Foreign Subsidiary (other than any Foreign Subsidiary organized under the laws of Canada (or any province, territory or subdivision thereof)) cause each such Subsidiary which also qualifies as a Material Subsidiary to deliver to the Administrative Agent a supplement joinder to the Subsidiary Guaranty and and, during the US Collateral Period, deliver to the Collateral Agent the U.S. Security Agreement and/or each other or the Canadian Security Agreement, as applicable Collateral Document (in each case case, in the form contemplated thereby and modified as required in order to comply with local laws in accordance with the Agreed Security Principles, if applicablethereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Subsidiary Guaranty, the US U.S. Security Agreement and/or other applicable Collateral Documentor the Canadian Security Agreement, as applicable, to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to, to the Administrative applicable Agent and its counsel; provided that this clause (a) shall not apply to any Subsidiary to the extent such Subsidiary is excluded from the definition of “U.S. Subsidiary Guarantor” or “Canadian Subsidiary Guarantor”.

Appears in 2 contracts

Samples: Credit Agreement (Watsco Inc), Credit Agreement (Watsco Inc)

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Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within forty-five (45) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Material Subsidiary (other than an Excluded Subsidiary) or any Subsidiary qualifies independently as, as a Material Subsidiary (other than an Excluded Subsidiary) or is designated by the Borrowers Parent as a Material SubsidiarySubsidiary Guarantor, the Irish Holdco, the Irish Sub Holdco, the Lux Holdco and the Borrowers Parent shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall (subject to the Agreed Security Principles, in the case of any Foreign Subsidiary (other than any Foreign Subsidiary organized under the laws of Canada (or any province, territory or subdivision thereof)) cause each such Material Subsidiary to deliver to the Administrative Agent a supplement to the Subsidiary Guaranty and the US Security Agreement and/or each other applicable Collateral Document (in each case in the form contemplated thereby and modified as required in order to comply with local laws in accordance with the Agreed Security Principles, if applicable) pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof, the Subsidiary Guaranty, the US Security Agreement and/or other applicable Collateral Document, as applicable, to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent and its counsel.

Appears in 1 contract

Samples: Restatement Agreement (Endo International PLC)

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