Additional Material Subsidiaries Sample Clauses

Additional Material Subsidiaries. If any consolidated Subsidiary of the Company (other than a New Subsidiary to the extent addressed in Section 7.2(K)(i)) becomes a Material Subsidiary (other than an Excluded Foreign Subsidiary), the Company shall cause any such Material Subsidiary to deliver to the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the date on which such consolidated Subsidiary became a Material Subsidiary.
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Additional Material Subsidiaries. If any consolidated Subsidiary of the Company (other than a newly acquired or formed Subsidiary to the extent addressed in Section 6.13(a)) becomes a Material Subsidiary (other than an Excluded Foreign Subsidiary), the Company shall cause any such Material Subsidiary to deliver to the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and, if requested by the Administrative Agent or delivered under any other Transaction Facility (or any Permitted Refinancing thereof), appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days (or such later date as the Administrative Agent may agree) following the date on which such consolidated Subsidiary became a Material Subsidiary.
Additional Material Subsidiaries. Notify the Administrative Agent of the creation or acquisition of any Material Subsidiary or upon any Non-Material Subsidiary becoming a Material Subsidiary and promptly thereafter (and in any event within thirty (30) days after such creation, acquisition or occurrence), cause such Person to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Agreement or such other document as the Administrative Agent shall deem reasonably necessary for such purpose, (ii) deliver to the Administrative Agent such documents and certificates referred to in Section 5.1 as may be reasonably requested by the Administrative Agent, (iii) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person, and (iv) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.
Additional Material Subsidiaries. Notify the Administrative Agent if any of the following occurs (each, a “New Material Subsidiary Event”) (i) any entity (other than Rendezvous Gas or an Affiliate Non-Wholly Owned Subsidiary) becomes a Material Subsidiary, (ii) any Material Subsidiary (other than Rendezvous Gas or an Affiliate Non-Wholly Owned Subsidiary) is created or acquired or otherwise becomes owned directly or indirectly by the Parent Guarantor or (iii) Rendezvous Gas becomes, or any Affiliate Non-Wholly Owned Subsidiary becomes, a Wholly Owned Subsidiary. Promptly (and in any event within thirty (30) days (or such greater number of days as may be agreed by the Administrative Agent)) after such New Material Subsidiary Event, cause such Material Subsidiary (in the case of clause (i) or (ii)), or cause Rendezvous Gas or such Affiliate Non-Wholly Owned Subsidiary if it is a Material Subsidiary at such time (in the case of clause (iii)), to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) xxxxx x Xxxx on assets and property owned by such Subsidiary in accordance with Section 6.11(a) by delivering to the Administrative Agent a duly executed supplement to each Security Agreement or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose and comply with the terms of each such Security Agreement, (iii) deliver to the Administrative Agent such documents, certificates and opinion of counsel, each of the type referred to in Section 4.02(b)(i) and (ii), as may be reasonably requested by the Administrative Agent, (iv) to the extent not previously delivered, deliver to the Administrative Agent such original stock or other certificates and stock or other transfer powers evidencing the Equity Interests issued by such Material Subsidiary and evidencing Equity Interests owned by such Material Subsidiary, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as reasonably requested by the Administrative Agent with respect to such Material Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with the foregoing, in form, content and scope reasonably satisfactory to the Administrative Agent.
Additional Material Subsidiaries. (a) Promptly upon any Domestic Subsidiary becoming a Material Domestic Subsidiary after the First Borrowing Date, the Borrower will (i) cause such Domestic Subsidiary to guarantee the Obligations, pursuant to a Guarantee substantially in the form of the Guarantee Agreement or otherwise reasonably satisfactory to the Administrative Agent, (ii) cause the Obligations to be secured by a perfected first-priority lien on all of the personal property of such Domestic Subsidiary, pursuant to a Security Agreement, a Pledge Agreement and other documents and instruments consistent with those delivered under Sections 4.02(c), (d) and (e) (and subject to any limitations and exceptions consistent with those contained in any such documents or instruments), (iii) cause all outstanding Capital Stock of such Domestic Subsidiary owned directly or indirectly by any Loan Party to be subject to a perfected first-priority Lien, pursuant to a Pledge Agreement and (iv) deliver such proof of corporate, partnership or limited liability company action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered pursuant to Article IV or as the Administrative Agent shall have reasonably requested.
Additional Material Subsidiaries. As soon as available, but in no event later than five Business Days after any Responsible Officer of the Borrower becomes aware of the same, any Subsidiary (other than AE Capital) becoming a Material Subsidiary.
Additional Material Subsidiaries. If any consolidated Subsidiary of the Borrower (other than a New Subsidiary to the extent addressed in Section 7.2(K)(i) above) becomes a Material Subsidiary, the Borrower shall or shall cause its applicable parent Subsidiary as promptly as possible (but in any event within sixty (60) days following the date on which such Subsidiary becomes a Material Subsidiary) to (a) execute a Pledge Agreement with respect to one hundred percent (100%) of the Capital Units of such Material Subsidiary, and (b) in each case, deliver and cause each such parent Subsidiary and Material Subsidiary, as appropriate, to deliver corporate or similar resolutions, opinions of counsel, stock certificates, stock powers and such other corporate documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent.
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Additional Material Subsidiaries. Within sixty (60) days after the date by which financial statements for each fiscal quarter are required to be delivered pursuant to this Agreement (or such longer period as the Administrative Agent may agree in its reasonable discretion), the Borrower will (i) designate in writing to the Administrative Agent one or more wholly-owned Domestic Subsidiaries as “Material Subsidiariesto the extent required pursuant to the proviso of the definition ofMaterial Subsidiary”, (ii) identify in writing to the Administrative Agent any Subsidiary that has become a “Material Subsidiary” pursuant to clause (c) of the definition of “Material Subsidiary” and (iii) cause any such Material Subsidiary (other than an Excluded Subsidiary (other than pursuant to clause (b) of the definition of “Excluded Subsidiary”)) to guaranty the obligations of the Borrower hereunder by entering into a joinder to this Agreement in form and substance reasonably acceptable to the Administrative Agent (the “Guarantor Joinder”) and (iv) cause any such Material Subsidiary (other than an Excluded Subsidiary (other than pursuant to clause (b) of the definition of “Excluded Subsidiary”)) to comply with the other requirements of Section 6.11(b) mutatis mutandis. The foregoing notwithstanding, in no event shall any Subsidiary that is a Real Property Holding Company be required to execute and deliver a Guarantor Joinder, or otherwise guaranty or grant collateral security in respect of the Obligations.
Additional Material Subsidiaries. If at any time a Borrower establishes or acquires a Material Subsidiary, such Borrower shall immediately cause such Material Subsidiary to become a guarantor by entering into a guarantee in substantially the same form as the guarantee referred to in Section 6.1(a) above and deliver other security documents similar to those referred to in Section 6.1, which documents shall be Security Documents for the purpose hereof, and cause the delivery of such legal opinions, and other supporting documents as the Credit Facility Lenders may reasonably require and such Material Subsidiary shall be subject to all of the terms of this Agreement applicable to a Material Subsidiary.
Additional Material Subsidiaries. Within 30 days following each June 30 and December 31 during the term of this Agreement, cause each Subsidiary (whether a Domestic Subsidiary or a Foreign Subsidiary) that became a Material Subsidiary during the six-month period ended on such date to become a Guarantor by executing and delivering to Lender a counterpart of the Guaranty or such other documentation as Lender will deem appropriate for such purpose, and deliver such other documents, instruments, and agreements as Lender reasonably requests; provided, that a Foreign Subsidiary which is a Material Subsidiary shall not be required to execute a Guaranty for so long as (and only for so long as) such execution would result in material and adverse tax consequences to Borrower or such Foreign Subsidiary. If Borrower determines that the execution and delivery by a Foreign Subsidiary of a Guaranty would result in material and adverse tax consequences to Borrower or such Foreign Subsidiary, Borrower shall deliver to Lender, (a) on or prior to the date such Foreign Subsidiary would otherwise be required to execute and deliver such Guaranty, a written explanation of such material and adverse tax consequences in detail reasonably satisfactory to Lender, and (b) within 30 days following each June 30 and December 31 thereafter, a written explanation that the conditions that would result in such material and adverse tax consequences if such Foreign Subsidiary were to execute a Guaranty are continuing, in detail reasonably satisfactory to Lender.
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