Common use of Covenant to Guarantee Obligations and Give Security Clause in Contracts

Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary (other than any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then the Borrower shall, at the Borrower’s expense:

Appears in 10 contracts

Samples: Credit Agreement (Ascent Capital Group, Inc.), Assignment and Assumption (C&J Energy Services, Inc.), Credit Agreement (Ascent Capital Group, Inc.)

AutoNDA by SimpleDocs

Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary (other than any CFC or a Subsidiary that is held directly or indirectly by a CFC) by the Borrower or any Loan PartySubsidiary, then the Borrower shall, at the Borrower’s expense:

Appears in 4 contracts

Samples: Credit Agreement (Tesoro Logistics Lp), Credit Agreement (Tesoro Logistics Lp), Credit Agreement (Tesoro Logistics Lp)

Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Domestic Subsidiary (other than any CFC or a and any Subsidiary that is held directly or indirectly by a CFC) or Canadian Subsidiary by any Loan Party, then the Borrower shall, at the Borrower’s expense:

Appears in 4 contracts

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

Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Restricted Subsidiary that is a Material Subsidiary (other than any CFC or a Subsidiary that is held directly or indirectly by a CFC) by ), including any Loan PartyUnrestricted Subsidiary ceasing to be an Unrestricted Subsidiary that is a Material Subsidiary, then the Borrower shall, at the Borrower’s expense:

Appears in 3 contracts

Samples: Transportation Services Agreement (Tesoro Logistics Lp), Transportation Services Agreement (QEP Midstream Partners, LP), Transportation Services Agreement (Tesoro Corp /New/)

Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Restricted Subsidiary (other than any CFC or a Subsidiary that is held directly or indirectly by a CFC) by ), including any Loan PartyUnrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, then the Borrower shall, at the Borrower’s expense:

Appears in 2 contracts

Samples: Credit Agreement (Tesoro Logistics Lp), Credit Agreement (Tesoro Corp /New/)

Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (other than an Approved Captive Insurance Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan PartyParty (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Approved Captive Insurance Subsidiary), then the Borrower shall, at the Borrower’s expense:

Appears in 2 contracts

Samples: Credit Agreement (Gentiva Health Services Inc), Credit Agreement (Gentiva Health Services Inc)

Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary (other than any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then the Borrower shall, at the Borrower’s expense:expense (and subject to the terms of the Intercreditor Agreement):

Appears in 2 contracts

Samples: Credit Agreement (Clean Harbors Inc), Credit Agreement (Clean Harbors Inc)

Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary Subsidiaries (other than any CFC or a Subsidiary that is held directly or indirectly by a CFCCFC or any Excluded Joint Venture, except that any Equity Interests or other investment property owned by Holdings in such Excluded Joint Venture shall be pledged as Collateral) by any Loan Party, then the Borrower shall, at the Borrower’s expense:

Appears in 2 contracts

Samples: Credit Agreement (Smart Balance, Inc.), Credit Agreement (Smart Balance, Inc.)

Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary (other than excluding any CFC or a any Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then the Borrower shall, at the Borrower’s expense:

Appears in 2 contracts

Samples: Security Agreement (Sandridge Energy Inc), Credit Agreement (Sandridge Energy Inc)

Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary (other than any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then Intermediate Holdings and the Borrower Borrowers shall, at the Borrower’s Borrowers’ expense:

Appears in 2 contracts

Samples: Assignment and Assumption (Exopack Holding Corp), Credit Agreement (Exopack Holding Corp)

Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Wholly-Owned Subsidiary (other than any CFC or a CFC, any Subsidiary that is held directly or indirectly by a CFCCFC or any Immaterial Subsidiary) by any Loan PartyParty (for the purpose of this paragraph, reference to such formation or acquisition shall include any Wholly Owned Subsidiary that ceases to be an Immaterial Subsidiary), then the Borrower shall, at the Borrower’s expense:

Appears in 2 contracts

Samples: Credit Agreement (Susser Petroleum Partners LP), Credit Agreement (Susser Petroleum Partners LP)

Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary (other than any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan PartyParty (including, without limitation, upon the formation of any Subsidiary that is a Division Successor), then the Borrower shall, at the Borrower’s expense:

Appears in 1 contract

Samples: Credit Agreement (Halozyme Therapeutics, Inc.)

Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary (other than any CFC or a and any Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then the Borrower shall, at the Borrower’s expense:

Appears in 1 contract

Samples: Credit Agreement (Cenveo, Inc)

Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary (other than any CFC or a Subsidiary that is held directly or indirectly by not a CFC) by any Loan PartyParty or the acquisition of any property by any Loan Party (not already subject to a perfected first priority Lien in favor of the Administrative Agent for the benefit of the Secured Parties) other than property consisting of the Equity Interests in any CFC, then the Borrower shall, at the Borrower’s expense:

Appears in 1 contract

Samples: Credit Agreement (Benihana Inc)

Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect Subsidiary (other than any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan PartyParty or (y) the receipt by a Subsidiary of the necessary approvals and/or consents pursuant to Section 6.14, then then, in each case, the Borrower shall, at the Borrower’s expense:

Appears in 1 contract

Samples: Credit Agreement (Infrasource Services Inc)

Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary (other than any, Immaterial Subsidiary or any CFC or a Subsidiary that is held directly or indirectly by a CFCCFC or a Subsidiary the principal purpose of which is holding equity interest in one or more CFCs) by any Loan PartyParty (including, without limitation, upon the formation of any Subsidiary that is a Division Successor), then the Borrower shall, at the Borrower’s expense:

Appears in 1 contract

Samples: Credit Agreement (Tandem Diabetes Care Inc)

Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary (other than any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then or upon the Borrower shalloccurrence of an Asset Trigger Event with respect to any Subsidiary, at the BorrowerCompany’s expense:

Appears in 1 contract

Samples: Credit Agreement (Asyst Technologies Inc)

Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Domestic Subsidiary (other than (1) any CFC or (2) a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then the Borrower shall, at the Borrower’s expense:

Appears in 1 contract

Samples: Credit Agreement (Lam Research Corp)

Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary (other than any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any U.S. Loan Party, then the Borrower such Loan Party shall, at the Borrowerits expense: Sotheby’s expense:Amended and Restated Credit Agreement

Appears in 1 contract

Samples: Credit Agreement (Sothebys Holdings Inc)

Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary (other than any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then the Borrower shall, at the Borrower’s expense:

Appears in 1 contract

Samples: Credit Agreement (Cenveo, Inc)

AutoNDA by SimpleDocs

Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect wholly owned Restricted Subsidiary (other than (x) any CFC or a Subsidiary that is held directly or indirectly by a CFC(y) any Immaterial Subsidiary) by any Loan Party, then the Borrower shall, at the Borrower’s expense:

Appears in 1 contract

Samples: Credit Agreement (AOL Inc.)

Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary (other than any CFC if the execution by such CFC of a Guaranty would result in material adverse tax consequences or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then the Borrower shall, at the Borrower’s expense:

Appears in 1 contract

Samples: Credit Agreement (Internap Network Services Corp)

Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary (other than (x) any CFC or a CFC, (y) any Subsidiary that is held directly or indirectly by a CFCCFC or (z) except for clause (iii) below, any Foreign Subsidiary Holding Company) by any Loan Party, then the Borrower shall, subject to all Gaming Laws, at the Borrower’s expense:

Appears in 1 contract

Samples: Credit Agreement (NGA Holdco, LLC)

Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Domestic Subsidiary (other than any CFC or a and any Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then the Borrower shall, at the Borrower’s expense:

Appears in 1 contract

Samples: Cenveo, Inc

Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary (other than (x) any CFC or a Subsidiary that is held directly or indirectly by a CFCCFC or (y) any Subsidiary that is prohibited by applicable Law from guaranteeing the Obligations and/or providing any security therefor without the consent of a PUC) by any Loan Party, then the Borrower Borrowers shall, at the Borrower’s Borrowers’ expense:

Appears in 1 contract

Samples: Credit Agreement (Fairpoint Communications Inc)

Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary (other than any CFC or a Subsidiary that is held directly or indirectly by a CFCCFC and which, in the reasonably judgment of the Administrative Agent and the Borrower, would result in material adverse tax consequences) by any Loan PartyParty (including, without limitation, Target A and Target B), then the Borrower shall, at the Borrower’s expense:

Appears in 1 contract

Samples: Confidential Treatment Requested (ORBCOMM Inc.)

Covenant to Guarantee Obligations and Give Security. (a) Upon upon the formation or acquisition of any new direct or indirect Subsidiary (other than any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Credit Party, then the Borrower Parent Guarantor shall, at the Borrower’s Credit Parties’ expense:

Appears in 1 contract

Samples: Assignment and Assumption (Susser Holdings CORP)

Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary (other than any CFC or a Subsidiary that is held directly or indirectly by a CFC) ), by the Borrower or any Loan Partyof its Domestic Subsidiaries, which, in each case, shall be wholly-owned by the Borrower or any of its Domestic Subsidiaries, then the Borrower shall, at the Borrower’s expense:

Appears in 1 contract

Samples: Credit Agreement (Athenahealth Inc)

Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary (other than any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any U.S. Loan Party, then the Borrower such Loan Party shall, at the Borrower’s its expense:

Appears in 1 contract

Samples: Credit Agreement (Sothebys Holdings Inc)

Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary (other than an Excluded Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then the Borrower shall, at the Borrower’s 's expense:

Appears in 1 contract

Samples: Credit Agreement (Lakes Entertainment Inc)

Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary (other than any CFC or a Subsidiary that is held directly or indirectly by a CFCCFC or any Non-Operating Subsidiary) by any Loan Credit Party, then the Borrower Parent Guarantor shall, at the Borrower’s Credit Parties’ expense:

Appears in 1 contract

Samples: Credit Agreement (Susser Holdings CORP)

Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Domestic Subsidiary (other than any CFC or a Domestic Subsidiary that is held directly or indirectly by a Subsidiary of a Foreign Subsidiary that is a CFC) by any Loan Party, then the Borrower shall, at the Borrower’s 's expense:

Appears in 1 contract

Samples: Assignment and Assumption (Emergent BioSolutions Inc.)

Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary (other than any CFC or a CFC, any Subsidiary that is held directly or indirectly by a CFCCFC or any Immaterial Subsidiary) by any Loan PartyParty (for the purpose of this paragraph, reference to such formation or acquisition shall include any Subsidiary that ceases to be an Immaterial Subsidiary), then the Borrower shall, at the Borrower’s expense:

Appears in 1 contract

Samples: Credit Agreement (Susser Holdings CORP)

Time is Money Join Law Insider Premium to draft better contracts faster.