Holdco Accession Documents definition

Holdco Accession Documents means, collectively, (i) an accession agreement in form and substance satisfactory to the Co-Collateral Agents pursuant to which Holdco shall expressly assume all obligations of the “Borrower” under this Agreement and the other Credit Documents (and corporate authorization documentation related to the foregoing, together with a customary secretary’s certificate attaching such authorization documentation and the then-current organizational documents of Holdco), (ii) a counterpart agreement in form and substance satisfactory to the Co-Collateral Agents pursuant to which the Person that is the Borrower (immediately prior to giving effect to the Permitted Holdco Transaction) becomes a party to this Agreement and the other Credit Documents as a “Guarantor” (and corporate authorization documentation related to the foregoing, together with a customary secretary’s certificate attaching such authorization documentation and the then-current organizational documents of such Person), (iii) a reaffirmation agreement in form and substance satisfactory to the Co-Collateral Agents pursuant to which each Credit Party (other than Holdco and the Person that is the Borrower immediately prior to giving effect to the Permitted Holdco Transaction) shall have reaffirmed that its Guaranty of, and grant of any Liens as security for, the Secured Obligations shall apply to Holdco’s obligations under this Agreement, (iv) such other documentation as the Co-Collateral Agents determine is necessary or desirable to cause Holdco, and each of its applicable Subsidiaries, to comply with the requirements of Section 5.10 after giving effect to the Permitted Holdco Transaction, including documentation pursuant to which Holdco pledges the Equity Interests in the Person that is the Borrower immediately prior to giving effect to the Permitted Holdco Transaction, (v) an executed copy of an opinion of counsel to the Credit Parties, as to such matters as the Co-Collateral Agents may reasonably request with respect to the foregoing and in form and substance reasonably satisfactory to the Co-Collateral Agents, and (vi) all documentation and other information with respect to Holdco required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act (and the Agents and the Lenders shall have had a reasonable period of time to review such documentation and other information in order to ensure compliance with applicable “k...
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Related to Holdco Accession Documents

  • Acquisition Documents means the Acquisition Agreement and any other documents executed or issued, or to be executed or issued, by or on behalf of the Target and/or Horizon in respect of the Acquisition (but excluding the Loan Documents).

  • Formation Documents means, collectively, the Issuer LLC Agreement, the Issuer Certificate of Formation and any other document pursuant to which the Issuer is formed or governed, as each may be amended or supplemented from time to time.

  • Acquisition Documentation collectively, the Acquisition Agreement and all schedules, exhibits and annexes thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith.

  • Application Documents means collectively: (i) the grant application submitted by Grantee, including all exhibits, schedules, appendices and attachments thereto; (ii) all documents, correspondence and other written materials submitted in respect of such grant application; and (iii) all amendments, modifications or supplements to any of the foregoing approved in writing by City.

  • Permitted Acquisition Documents means with respect to any acquisition proposed by the Borrower or any Subsidiary Guarantor, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including, without limitation, all legal opinions and each other document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.

  • Other Transaction Documents means the Transaction Documents other than this Agreement.

  • Exception Documents shall have the meaning set forth in Section 4.2.

  • L/C Documents means the Letters of Credit, any draft or other document presented in connection with a drawing thereunder, the Applications and this Agreement.

  • Accession Agreement means an Accession Agreement substantially in the form of Annex I to the Guaranty.

  • Organization Documents means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

  • Equity Line Transaction Documents means this Agreement and the Registration Rights Agreement.

  • Construction Documents means the plans, specifications, approved change orders, revisions, addenda and other information approved by the City, which set forth in detail the Work to be performed for a construction Project.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • Securitization Documents means all documentation relating to any Permitted Securitization.

  • Debt Financing Documents means the agreements, documents and certificates contemplated by the Debt Financing.

  • Guarantor Joinder Agreement means a guarantor joinder agreement substantially in the form of Exhibit 7.14 delivered by a Domestic Subsidiary of the Borrower pursuant to Section 7.14.

  • Commission Documents means, as of a particular date, all reports, schedules, forms, statements and other documents filed by the Company with the Commission pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act, and shall include all information contained in such filings and all filings incorporated by reference therein.

  • Enclosed Documents [ ] Promissory Note [ ] Primary Insurance Policy [ ] Mortgage or Deed of Trust [ ] Assignment(s) of Mortgage or Deed of Trust [ ] Title Insurance Policy [ ] Other: Name: Title: Date: EXHIBIT G-1 FORM OF TRANSFER AFFIDAVIT AND AGREEMENT STATE OF ) ) ss.: COUNTY OF ) [NAME OF OFFICER], being first duly sworn, deposes and says:

  • Second Lien Note Documents means the Second Lien Note Indenture, the Second Lien Notes, the Second Lien Security Documents and each other document, instrument or agreement relating to the issuance of the Second Lien Notes, as the same may be amended, restated, supplemented, waived and/or otherwise modified from time to time in accordance with the terms thereof, of this Agreement and of the Prepetition Intercreditor Agreement.

  • Subsidiary Joinder Agreement means a joinder to this Agreement, substantially in the form of Exhibit C.

  • Reorganization Documents means the Reorganization Agreement, this Agreement, the Holdco LLC Agreement, the Tax Receivable Agreement, the Exchange Agreement, the Registration Rights Agreement, the Employee Equity Letters, the MIP and the Equity Purchase Agreements.

  • Second Lien Documents means, collectively, the indenture, credit agreement or other agreement or instrument evidencing or governing or securing each Series of Second Lien Debt and the Second Lien Security Documents.

  • Guaranty Joinder Agreement means each Guaranty Joinder Agreement, substantially in the form thereof attached to the Guaranty, executed and delivered by a Guarantor or any other Person to the Administrative Agent pursuant to Section 6.12 or otherwise.