Certain Obligations Respecting Subsidiaries. The Borrower will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all new Subsidiaries are guarantors of the Secured Obligations and that all of the equity and material assets of all Subsidiaries are subject to a valid and enforceable first priority Lien securing the Secured Obligations, subject to no other Lien except Permitted Liens, provided, however, that the NY Mortgages shall secure the Term Loans only. Without limiting the generality of the foregoing, in the event that the Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary (which it shall only do in conformity with the provisions of this Agreement and only if no Default or Event of Default shall then be in existence or caused thereby), the Borrower, contemporaneously with the formation or acquisition of such new Subsidiary: (i) will execute and deliver, and shall cause the holders of any equity interests not owned by the Borrower to execute and deliver, such documents as shall be necessary to cause all of the Capital Stock of such new Subsidiary to be duly pledged (on a first-priority perfected basis) to secure the Secured Obligations; (ii) will cause such new Subsidiary to execute and deliver a Subsidiary Suretyship (or a joinder thereto), joinders to the Security Agreement and Pledge Agreement, UCC-1 financing statements, and such other documents as may be necessary to cause such new Subsidiary to be a guarantor of the Secured Obligations and its material assets to be pledged to secure such guaranty; (iii) will cause such new Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 3.1 (Conditions to Effectiveness) upon the Closing Date or as the Agent shall have reasonably requested, and to take such other action as the Agent shall request to perfect the security interest in the Capital Stock and material assets of such new Subsidiary created pursuant to the Loan Documents; and (iv) if such new Subsidiary is the owner or lessee of real estate, the Borrower shall cause such Subsidiary to comply with the provisions of Section 7.28 (Real Property). Notwithstanding the foregoing, the Borrower shall not be required to cause BCS LLC to comply with the provisions of this Section 7.27 unless the Agent requests that the Borrower cause BCS LLC to comply with such ...
Certain Obligations Respecting Subsidiaries. (a) The Company will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that each of its Subsidiaries is a Wholly Owned Subsidiary.
(b) In the event that any additional shares of capital stock shall be issued by any Subsidiary of the Company, the respective Obligor agrees forthwith to deliver to the Agent pursuant to the Security Agreement the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and to take such other action as the Agent shall request to perfect the security interest created therein pursuant to the Security Agreement.
(c) The Company will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries of the Company are Subsidiary Guarantors and, thereby, "Obligors" hereunder. Without limiting the generality of the foregoing, in the event that the Company or any of its Subsidiaries shall form or acquire any new Subsidiary, the Company or the respective Subsidiary will cause (or in the event such new Subsidiary is a Designated Subsidiary, shall use its best effort to cause) such new Subsidiary to become a "Subsidiary Guarantor" (and, thereby, an "Obligor") hereunder pursuant to a written instrument in form and substance satisfactory to each Lender and the Agent, and to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as any Lender or the Agent shall have requested.
Certain Obligations Respecting Subsidiaries. The Borrower will take such action, and will cause each of its Significant Subsidiaries and any Significant Subsidiary formed with the intent of merging with or into a Person that will be a Significant Subsidiary subject to this provision to take such action, from time to time as shall be necessary to ensure that all Significant Subsidiaries of the Borrower are party to, as Loan Parties, the Guaranty provided in Article VII hereof. Without limiting the generality of the foregoing, in the event that the Borrower or any of its Significant Subsidiaries shall form or acquire any new Significant Subsidiary, the Borrower or the respective Significant Subsidiary will cause such new Significant Subsidiary to (i) become a party hereto and to the Guaranty pursuant to a written instrument in form and substance satisfactory to the Agent, and (ii) deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents relating to the foregoing as is consistent with those delivered by each Loan Party pursuant to Section 3.01 hereof, or as any Lender or the Agent shall have reasonably requested.
Certain Obligations Respecting Subsidiaries. (1) Subject to any applicable limitation in any Basic Document, the Parent and the other Borrowers shall (and shall cause their Subsidiaries) take the following actions at the Parent’s expense, upon (a) the formation or acquisition after the A&R Closing Date of any Subsidiary that is not an Excluded Subsidiary, (b) the designation of any Unrestricted Subsidiary as a Subsidiary that is not an Excluded Subsidiary or (c) any Subsidiary (including any Immaterial Subsidiary) ceasing to be an Excluded Subsidiary, (x) if the event giving rise to the obligation under this Section 9.21 occurs during the first three fiscal quarters of any fiscal year, on or before the later of (I) 60 days following the relevant formation, acquisition, designation or cessation and (II) the date on which financial statements are required to be delivered pursuant to Section 9.01(2) for the fiscal quarter in which such formation, acquisition, designation or cessation occurred or (y) if the event giving rise to the obligation under this Section 9.21 occurs during the fourth fiscal quarter of any fiscal year, on or before the date that is 90 days after the end of such fiscal quarter (or, in the cases of clauses (x) and (y), such longer period as the Administrative Agent may reasonably agree) (or, in the cases of clauses (x) and (y), such longer period as the Administrative Agent may reasonably agree)
(i) cause the applicable Subsidiary to execute and deliver a joinder to the Subsidiary Pledge Agreement and the Subsidiary Guaranty; (ii) cause the Subsidiary (and any Obligor of which the applicable Subsidiary is a direct Subsidiary) to (A) deliver any and all certificates representing its Capital Stock (to the extent certificated) that constitute Collateral and are required to be delivered pursuant to any Security Document, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) and (B) deliver all instruments evidencing Indebtedness held by such Subsidiary that constitute Collateral and are required to be delivered pursuant to any Security Document, endorsed in blank; and (iii) upon request of the Administrative Agent deliver to the Administrative Agent a signed copy of a customary opinion, addressed to the Administrative Agent and the other Credit Parties, of counsel for the such applicable Subsidiary as to such matters as the Administrative Agent may reasonably request; provided that such matter...
Certain Obligations Respecting Subsidiaries. (a) Except as permitted under Section 9.5 hereof, the Company will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Company and each of its Subsidiaries at all times collectively own (subject to no Lien other than the Lien granted under the Pledge Agreement) at least the same percentage of the issued and outstanding shares of each class of stock or other equity ownership interests of each of its Subsidiaries as is collectively owned by the Company and its Subsidiaries on the Closing Date.
(b) The Company will not, and will not permit any of its Material Subsidiaries to, enter into, after the Closing Date, any indenture, agreement, instrument or other arrangement (other than entering into one or more of the Loan Documents) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends, the making of loans, advances or other Investments or the sale, assignment, transfer or other disposition of Property, other than (i) any indenture, agreement, instrument or other arrangement relating to Indebtedness of a Subsidiary of the Company acquired by the Company after the date hereof which was entered into by such Subsidiary prior to the date on which the Company acquired such Subsidiary (and which was not entered into in contemplation of such acquisition), provided that the terms and conditions thereof only relate to such Subsidiary and not the Company or its other Subsidiaries and are no more restrictive than the terms and conditions hereof, (ii) any indenture, agreement, instrument or other arrangement effecting the refinancing of any Indebtedness referred to in clause (i) above so long as the prohibitions and restrictions contained in the documents relating to such refinancing are as a whole no less favorable to the Lenders or the obligor in respect of such Indebtedness than the prohibitions and restrictions contained in the documents relating to the Indebtedness being refinanced, (iii) customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict transfer of rights under the related lease, (iv) restrictions on the transfer of or the granting of Liens on Property of the Company or any of its Subsidiaries subject to a Lien expressly permitted by Sectio...
Certain Obligations Respecting Subsidiaries. Each Credit Party will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that the percentage of the issued and outstanding shares of Capital Stock of any class or character owned by it in any of its Subsidiaries on the Closing Date is not at any time decreased, other than by reason of transfers to another Credit Party.
Certain Obligations Respecting Subsidiaries. Further Assurances 60 Section 8.13. Termination of Non-Permitted Liens 60 Section 8.14. Intellectual Property 61 Section 8.15. ERISA Compliance 61 Section 8.16. Cash Management 61 Section 8.17. Post-Closing Obligations 61 Section 8.18. Milestone 61 Section 8.19. Icagen-T Lien 62 Section 8.20. Board Observer Rights 62 Section 8.21. Cash Flow 62 Section 8.22. Sanofi Agreement 62 Section 8.23. Tucson Real Estate 62 Section 8.24. Series C Capital Raise 62 Section 8.25. Subordinated Notes 63 Section 8.26. Real Estate Broker 63 Section 8.27. Sale of North Carolina Business 63 Section 8.28. Amendment to Mortgage 63 Section 9. Negative Covenants 63 Section 9.01. Indebtedness 63 Section 9.02. Liens 65 Section 9.03. Fundamental Changes and Acquisitions 67 Section 9.04. Lines of Business 68 Section 9.05. Investments 68 Section 9.06. Restricted Payments 69 Section 9.07. Payments of Indebtedness 70 Section 9.08. Change in Fiscal Year 70 Section 9.09. Sales of Assets, Etc 70 Section 9.10. Transactions with Affiliates 71 Section 9.11. Restrictive Agreements 71 Section 9.12. Modifications and Terminations of Material Agreements and Organic Documents 72 Section 9.13. Licensing of Intellectual Property 72 Section 9.14. Sales and Leasebacks 72 Section 9.15. Hazardous Material 72 Section 9.16. Accounting Changes 72 Section 9.17. Compliance with ERISA 72 Section 10. Financial Covenants 72 Section 10.01. Minimum Liquidity 72 Section 10.02. Minimum Revenue 73 Section 11. Events of Default 73 Section 11.01. Events of Default 73 Section 11.02. Remedies 76 Section 11.03. Additional Remedies 76 Section 11.04. Prepayment Premium and Redemption Price 77 Section 12. Guarantee 77 Section 12.01. The Guarantee 77 Section 12.02. Obligations Unconditional 78 Section 12.03. Reinstatement 78 Section 12.04. Subrogation 79 Section 12.05. Remedies 79 Section 12.06. Instrument for the Payment of Money 79 Section 12.07. Continuing Guarantee 79 Section 12.08. Rights of Contribution 79 Section 12.09. General Limitation on Guarantee Obligations 80 Section 13. Administrative Agent 80 Section 13.01. Appointment 80 Section 13.02. Rights as a Lender 81 Section 13.03. Exculpatory Provisions 81 Section 13.04. Reliance by Administrative Agent 82 Section 13.05. Delegation of Duties 82 Section 13.06. Resignation of Agent 83 Section 13.07. Non-Reliance on Administrative Agent and Other Lenders 83 Section 13.08. Administrative Agent May File Proofs of Claim 84 Section 13.09. Collateral and Guaranty Matters; App...
Certain Obligations Respecting Subsidiaries. 70 SECTION 6.12.
Certain Obligations Respecting Subsidiaries. The Guarantor will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Guarantor or any Subsidiary of the Guarantor, or pay any Indebtedness owed to the Guarantor or a Subsidiary of the Guarantor, (b) make loans or advances to the Guarantor or (c) transfer any of its properties or assets to the Guarantor, except for (x) such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Guaranty or any other Credit Document and (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Guarantor or a Subsidiary of the Guarantor and (y) issuances by Subsidiaries of preferred stock.
Certain Obligations Respecting Subsidiaries. Borrower will, and will ------------------------------------------- cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that each of its Subsidiaries is a wholly owned Subsidiary. Borrower will not permit any of its Subsidiaries to enter into, after the date of this Agreement, any indenture, agreement, instrument or other arrangement that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends or other Restricted Payments, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of any property or assets.
