Common use of Additional Guarantors and Grantors Clause in Contracts

Additional Guarantors and Grantors. Subject to any applicable limitations set forth in the Guarantee, the Security Agreement, the Pledge Agreement or any other Security Document, as applicable, the Borrower will cause (i) any direct or indirect Domestic Subsidiary of the Borrower (other than any Excluded Subsidiary) formed or otherwise purchased or acquired after the Closing Date (including pursuant to an Acquisition) and (ii) any Domestic Subsidiary of the Borrower that ceases to be an Excluded Subsidiary, to promptly execute and deliver to the Collateral Agent (A) a supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement substantially in the form of Annex B, Exhibit 1 or Annex A, as applicable, to the respective agreement in order to become a Guarantor under the Guarantee, a grantor under the Security Agreement and a pledgor under the Pledge Agreement, (B) a counterpart signature page to the Intercompany Note, and (C) a joinder agreement or such comparable documentation to each other applicable Security Document, substantially in the form annexed thereto, and to take all actions required thereunder to perfect the Liens created thereunder.

Appears in 5 contracts

Samples: Credit Agreement (Snap One Holdings Corp.), Incremental Agreement (Snap One Holdings Corp.), Incremental Agreement (Snap One Holdings Corp.)

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Additional Guarantors and Grantors. Subject to any applicable limitations set forth in the Guarantee, the Security Agreement, the Pledge Agreement or any other Security Document, as applicable, the Borrower will cause (i) any direct or indirect Domestic Subsidiary of the Borrower (other than any Excluded Subsidiary) formed or otherwise purchased or acquired after the Closing Date (including pursuant to an Acquisition) and (ii) any Domestic Subsidiary of the Borrower that ceases to be an Excluded Subsidiary, to promptly execute and deliver to the Collateral Agent (A) a supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement substantially in the form of Annex B, Exhibit 1 or Annex A, as applicable, to the respective agreement in order to become a Guarantor under the Guarantee, a grantor under the Security Agreement and a pledgor under the Pledge Agreement, (B) a counterpart signature page to the Intercompany Note, Note and (C) a joinder agreement or such comparable documentation to each other applicable Security Document, substantially in the form annexed thereto, and to take all actions required thereunder to perfect the Liens created thereunder.

Appears in 4 contracts

Samples: First Lien Credit Agreement (Grocery Outlet Holding Corp.), Intercompany Loan Agreement (Grocery Outlet Holding Corp.), Incremental Agreement (Grocery Outlet Holding Corp.)

Additional Guarantors and Grantors. Subject to any applicable limitations set forth in the Guarantee, the Security Agreement, the Pledge Agreement or any other Security Document, as applicable, the Borrower will cause (i) any direct or indirect Domestic Subsidiary of the Borrower (other than any Excluded Subsidiary) formed or otherwise purchased or acquired after the Closing Date (including pursuant to an AcquisitionAcquisition and including any Delaware Divided LLC formed pursuant to a Delaware LLC Division) and (ii) any Domestic Subsidiary of the Borrower that ceases to be an Excluded Subsidiary, to promptly execute and deliver to the Collateral Agent (A) a supplement to each of the Guarantee, Guarantee and the Security Agreement and the Pledge Agreement substantially in the form of Annex B, Exhibit 1 the applicable exhibt or Annex A, as applicable, annex to the respective agreement in order to become a Guarantor under the Guarantee, a Guarantee and grantor under the Security Agreement and a pledgor under the Pledge Agreement, (B) a counterpart signature page to the Intercompany Note, Note and (C) a joinder agreement or such comparable documentation to each other applicable Security DocumentDocument and each Customary Intercreditor Agreement, substantially in the form annexed thereto, if applicable, and to take all actions required thereunder to perfect the Liens created thereunder.. 9.11

Appears in 2 contracts

Samples: Credit Agreement (Snap One Holdings Corp.), Credit Agreement (Snap One Holdings Corp.)

Additional Guarantors and Grantors. Subject to any applicable limitations set forth in the Guarantee, the Security Agreement, the Pledge Agreement or any other Security Document, as applicable, the Borrower will cause (i) any direct or indirect Domestic Subsidiary of the Borrower (other than any Excluded Subsidiary) formed or otherwise purchased or acquired after the Closing Date (including pursuant to an AcquisitionAcquisition and including any Delaware Divided LLC formed pursuant to a Delaware LLC Division) and (ii) any Domestic Subsidiary of the Borrower that ceases to be an Excluded Subsidiary, to promptly execute and deliver to the Collateral Agent (A) a supplement to each of the Guarantee, Guarantee and the Security Agreement and the Pledge Agreement substantially in the form of Annex B, Exhibit 1 the applicable exhibt or Annex A, as applicable, annex to the respective agreement in order to become a Guarantor under the Guarantee, a Guarantee and grantor under the Security Agreement and a pledgor under the Pledge Agreement, (B) a counterpart signature page to the Intercompany Note, Note and (C) a joinder agreement or such comparable documentation to each other applicable Security DocumentDocument and each Customary Intercreditor Agreement, substantially in the form annexed thereto, if applicable, and to take all actions required thereunder to perfect the Liens created thereunder.

Appears in 1 contract

Samples: Credit Agreement (Snap One Holdings Corp.)

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Additional Guarantors and Grantors. Subject to any applicable limitations set forth in the Guarantee, the Security Agreement, the Pledge Agreement or any other Security Document, as applicable, the Borrower will cause (i) any direct or indirect Domestic Subsidiary of the Borrower (other than any Excluded Subsidiary) formed or otherwise purchased or acquired after the Closing Date (including pursuant to an Acquisition) and (ii) any Domestic Subsidiary of the Borrower that ceases to be an Excluded Subsidiary, to promptly execute and deliver to the Collateral Agent (A) a supplement to each of the Guarantee, Guarantee and the Security Agreement and the Pledge Agreement Agreement, substantially in the form of Annex B, Exhibit 1 the applicable exhibit or Annex A, as applicableannex, to the respective agreement in order to become a Guarantor under the Guarantee, Guarantee and a grantor under the Security Agreement and a pledgor under the Pledge Agreement, (B) a counterpart signature page to the Intercompany Note, Note and (C) a joinder agreement or such comparable documentation to each other applicable Security Document, substantially in the form annexed thereto, and to take all actions required thereunder to perfect the Liens created thereunder.

Appears in 1 contract

Samples: Credit Agreement (Grocery Outlet Holding Corp.)

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