Common use of Covenants of Each Pledgor Clause in Contracts

Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Note Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier to occur of (i) as to any Pledgor, the date upon which (A) all the Capital Stock of such Pledgor shall have been sold or otherwise disposed of (to a Person other than the Company or a Pledgor) or (B) any other event shall have occurred as a result of which such Pledgor ceases to be either a Restricted Subsidiary of the Company or a Domestic Subsidiary, in each case in accordance with the terms of the Indenture, (ii) as to any Pledgor, the release of such Pledgor’s Subsidiary Guarantee in accordance with the terms of the Indenture, (iii) as to any Pledgor, the designation of such Pledgor as an Unrestricted Subsidiary or (iv) the release of all of the Collateral or the termination of this Agreement in accordance with the terms of the Indenture:

Appears in 2 contracts

Samples: Intercreditor Agreement (Hertz Global Holdings Inc), Collateral Agreement (Herc Holdings Inc)

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Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Note Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier to occur of (i) the Loans, any Reimbursement Obligations and all other Obligations then due and owing shall have been paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized or otherwise provided for in a manner reasonably satisfactory to each applicable Issuing Bank) and the Commitments shall have terminated, (ii) as to any Pledgor, the date upon which (A) a sale or other disposition of all the Capital Stock of such Pledgor shall have been sold or otherwise disposed of (to a Person other than to the Company Borrower or a Pledgor) Subsidiary Guarantor), or (B) any other event shall have occurred transaction or occurrence as a result of which such Pledgor ceases to be either a Restricted Subsidiary of the Company or a Domestic SubsidiaryBorrower, in each case in accordance with that is permitted under the terms of the Indenture, (ii) as to any Pledgor, the release of such Pledgor’s Subsidiary Guarantee in accordance with the terms of the Indenture, Credit Agreement or (iii) as to any Pledgor, the designation of such Pledgor as becoming an Unrestricted Subsidiary or (iv) the release of all of the Collateral or the termination of this Agreement in accordance with the terms of the IndentureExcluded Subsidiary:

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (PharMEDium Healthcare Holdings, Inc.), Intercreditor Agreement (PharMEDium Healthcare Holdings, Inc.)

Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Note Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier earliest to occur of (i) the Loans, any Reimbursement Obligations and all other Obligations then due and owing shall have been paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent) and the Commitments shall have terminated, (ii) as to any Pledgor, the date upon which (A) a sale or other disposition of all the Capital Stock of such Pledgor shall have been sold or otherwise disposed of (other than to a Person other than the Company Borrower or a Pledgor) Subsidiary Guarantor), or (B) any other event shall have occurred transaction or occurrence as a result of which such Pledgor ceases to be either a Restricted Subsidiary of the Company or a Domestic SubsidiaryHoldings, in each case in accordance with that is permitted under the terms of the Indenture, (ii) as to any Pledgor, the release of such Pledgor’s Subsidiary Guarantee in accordance with the terms of the Indenture, Credit Agreement or (iii) as to any Pledgor, the designation of such Pledgor as becoming an Unrestricted Subsidiary or (iv) the release of all of the Collateral or the termination of this Agreement in accordance with the terms of the IndentureExcluded Subsidiary:

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Uci Holdings LTD)

Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Note Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier to occur of (i) the Loans, any Reimbursement Obligations, and all other Obligations then due and owing shall have been paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent) and the Commitments shall have terminated, (ii) as to any Pledgor, the date upon which (A) a sale or other disposition of all the Capital Stock of such Pledgor shall have been sold or otherwise disposed of (other than to a Person other than the Company Borrower or a Pledgor) Subsidiary Guarantor), or (B) any other event shall have occurred transaction or occurrence as a result of which such Pledgor ceases to be either a Restricted Subsidiary of the Company or a Domestic SubsidiaryParent Borrower, in each case in accordance with that is permitted under the terms of the Indenture, (ii) as to any Pledgor, the release of such Pledgor’s Subsidiary Guarantee in accordance with the terms of the Indenture, Credit Agreement or (iii) as to any Pledgor, the designation of such Pledgor as becoming an Unrestricted Subsidiary or (iv) the release of all of the Collateral or the termination of this Agreement in accordance with the terms of the IndentureExcluded Subsidiary:

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (SiteOne Landscape Supply, Inc.)

Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Note Common Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier earliest to occur of (i) the Loans, any Reimbursement Amounts and all other Obligations then due and owing shall have been paid in full in cash, no Letter of Credit shall be outstanding (except for any Letter of Credit that has been cash collateralized, or otherwise provided for in a manner reasonably satisfactory to the applicable Issuing Lender) and the Commitments shall have terminated, (ii) as to any Pledgor, the date upon which (A) all the Capital Stock of such Pledgor shall have been sold or otherwise disposed of (to a Person other than the Company Holdings, Parent Borrower or a Pledgor) Restricted Subsidiary), or (B) any other event shall have occurred transaction or occurrence as a result of which such Pledgor (other than Holdings) ceases to be either a Restricted Subsidiary of the Company or a Domestic SubsidiaryParent Borrower, in each case in accordance with as permitted under the terms of the Indenture, (ii) as to any Pledgor, the release of such Pledgor’s Subsidiary Guarantee in accordance with the terms of the Indenture, applicable Credit Agreement or (iii) as to any Pledgor, the designation of such Pledgor as becoming an Unrestricted Subsidiary or (iv) the release of all of the Collateral or the termination of this Agreement in accordance with the terms of the IndentureExcluded Subsidiary:

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Hertz Corp)

Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Note Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier earliest to occur of (i) the Loans, any Reimbursement Amounts and all other Obligations then due and owing shall have been paid in full in cash, no Letter of Credit shall be outstanding (except for any Letter of Credit that has been cash collateralized, or otherwise provided for in a manner reasonably satisfactory to the applicable Issuing Lender) and the Commitments shall have terminated, (ii) as to any Pledgor, the date upon which (A) all the Capital Stock of such Pledgor shall have been sold or otherwise disposed of (to a Person other than the Company Holdings, Parent Borrower or a Pledgor) Restricted Subsidiary), or (B) any other event shall have occurred transaction or occurrence as a result of which such Pledgor (other than Holdings) ceases to be either a Restricted Subsidiary of the Company or a Domestic SubsidiaryParent Borrower, in each case in accordance with as permitted under the terms of the Indenture, (ii) as to any Pledgor, the release of such Pledgor’s Subsidiary Guarantee in accordance with the terms of the Indenture, Credit Agreement or (iii) as to any Pledgor, the designation of such Pledgor as becoming an Unrestricted Subsidiary or (iv) the release of all of the Collateral or the termination of this Agreement in accordance with the terms of the IndentureExcluded Subsidiary:

Appears in 1 contract

Samples: Credit Agreement (Hertz Corp)

Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Note Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier to occur of (i) the Loans, any Reimbursement Obligations and all other Obligations then due and owing shall have been paid in full, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized or otherwise provided for in a manner reasonably satisfactory to each applicable Issuing Bank) and the Commitments shall have terminated, (ii) as to any Pledgor, the date upon which (A) a sale or other disposition of all the Capital Stock of such Pledgor shall have been sold or otherwise disposed of (other than to a Person other than the Company Borrower or a Pledgor) Subsidiary Guarantor), or (B) any other event shall have occurred transaction or occurrence as a result of which such Pledgor ceases to be either a Restricted Subsidiary of the Company or a Domestic SubsidiaryParent Borrower, in each case in accordance with that is permitted under the terms of the Indenture, (ii) as to any Pledgor, the release of such Pledgor’s Subsidiary Guarantee in accordance with the terms of the Indenture, Credit Agreement or (iii) as to any Pledgor, the designation of such Pledgor as becoming an Unrestricted Subsidiary or (iv) the release of all of the Collateral or the termination of this Agreement in accordance with the terms of the IndentureExcluded Subsidiary:

Appears in 1 contract

Samples: Supplemental Agreement (Mauser Group B.V.)

Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Note Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier earliest to occur of (i) the Loans and all other Obligations (other than any contingent or indemnification obligations not then due and any Obligations owing to a Non-Lender Secured Party) then due and owing shall have been paid in full in cash and the Commitments shall have terminated, (ii) as to any PledgorPledgor that is a Subsidiary Guarantor, the date upon which (A) a sale or other disposition of all the Capital Stock of such Pledgor shall have been sold or otherwise disposed of (other than to a Person other than the Company Borrower or a Pledgor) Subsidiary Guarantor), or (B) any other event shall have occurred transaction or occurrence as a result of which such Pledgor ceases to be either a Restricted Subsidiary of the Company or a Domestic SubsidiaryBorrower, in each case in accordance with that is permitted under the terms of the Indenture, (ii) as to any Pledgor, the release of such Pledgor’s Subsidiary Guarantee in accordance with the terms of the Indenture, Credit Agreement or (iii) as to any PledgorPledgor that is a Subsidiary Guarantor, the designation of such Pledgor as becoming an Unrestricted Subsidiary or (iv) the release of all of the Collateral or the termination of this Agreement in accordance with the terms of the IndentureExcluded Subsidiary:

Appears in 1 contract

Samples: Credit Agreement (Aimmune Therapeutics, Inc.)

Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Note Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier to occur of (i) as the Loans, any Reimbursement Obligations, and all other Obligations then due and owing shall have been paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized in a manner satisfactory to any Pledgorthe applicable Issuing Lenders) and the Commitments shall have terminated, (ii) the date upon which (A) sale or other disposition of all of the Capital Stock of such Pledgor shall have been sold or otherwise disposed of (to a Person other than to Holdings, the Company Parent Borrower or any Restricted Subsidiary), or, if such Pledgor is a Pledgor) or (B) Subsidiary of the Parent Borrower, any other event shall have occurred transaction or occurrence as a result of which such Pledgor ceases to be either a Restricted Subsidiary of the Company or a Domestic SubsidiaryParent Borrower, in each case in accordance with that is permitted under the terms of the IndentureCredit Agreement, (ii) as to any Pledgor, the release of such Pledgor’s Subsidiary Guarantee in accordance with the terms of the Indenture, or (iii) as to any Pledgor, the designation of such Pledgor as becoming an Unrestricted Subsidiary or (iv) the release of all of the Collateral or the termination of this Agreement in accordance with the terms of the Indenture:Excluded Subsidiary.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Atkore International Group Inc.)

Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Note Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier earliest to occur of (i) as to the Loans, any Pledgor, the date upon which (A) Reimbursement Obligations and all the Capital Stock of such Pledgor other Obligations then due and owing shall have been sold paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized or otherwise disposed of (provided for in a manner reasonably satisfactory to a Person other than the Company or a PledgorAdministrative Agent) or (B) any other event and the Commitments shall have occurred as a result of which such Pledgor ceases to be either a Restricted Subsidiary of the Company or a Domestic Subsidiary, in each case in accordance with the terms of the Indentureterminated, (ii) as to any Pledgor, a sale or other disposition of all the release Capital Stock of such Pledgor’s Pledgor (other than to a Borrower or a Subsidiary Guarantee in accordance with the terms Guarantor), or any other transaction or occurrence as a result of which such Pledgor (other than Holding) ceases to be a Restricted Subsidiary of the IndentureParent Borrower, in each case that is permitted under the Credit Agreement or (iii) as to any Pledgor, the designation of such Pledgor as becoming an Unrestricted Subsidiary or (iv) the release of all of the Collateral or the termination of this Agreement in accordance with the terms of the IndentureExcluded Subsidiary:

Appears in 1 contract

Samples: Financing Statement Follow Instructions (Us LBM Holdings, Inc.)

Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Note Canadian Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier earliest to occur of (i) as to the Loans, any PledgorReimbursement Obligations, the date upon which (A) and all the Capital Stock of such Pledgor other Obligations then due and owing shall have been sold paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized or otherwise disposed of (provided for in a manner reasonably satisfactory to a Person other than the Company or a Pledgorapplicable Issuing Lenders) or (B) any other event and the Commitments shall have occurred as a result of which such Pledgor ceases to be either a Restricted Subsidiary of the Company or a Domestic Subsidiary, in each case in accordance with the terms of the Indentureterminated, (ii) as to any Pledgor, a sale or disposition of all the release Capital Stock (other than to the Parent Borrower or a Subsidiary Guarantor), or any other transaction or occurrence as a result of which such Pledgor’s Pledgor (other than Holdings) ceases to be a Restricted Subsidiary Guarantee in accordance with the terms of the IndentureParent Borrower, in each case that is permitted under the Credit Agreement or (iii) as to any Pledgor, the designation of such Pledgor as becoming an Unrestricted Subsidiary or (iv) the release of all of the Collateral or the termination of this Agreement in accordance with the terms of the IndentureExcluded Subsidiary:

Appears in 1 contract

Samples: Canadian Guarantee and Collateral Agreement (Herc Holdings Inc)

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Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Note Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier to occur of (i) the Loans, any Reimbursement Obligations, and all other Obligations then due and owing shall have been paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized in a manner satisfactory to the applicable Issuing Lenders) and the Commitments shall have terminated, (ii) as to any Pledgor, ,the date upon which (A) sale or other disposition of all of the Capital Stock of such Pledgor shall have been sold or otherwise disposed of (to a Person other Person(other than to Holdings, the Company Parent Borrower or any Restricted Subsidiary) as, or, if such Pledgor is a Pledgor) or (B) Subsidiary of the Parent Borrower, any other event shall have occurred transaction or occurrence as a result of which such Pledgor ceases to be either a Restricted Subsidiary of the Company or a Domestic SubsidiaryParent Borrower, in each case in accordance with that is permitted under the terms of the Indenture, (ii) as to any Pledgor, the release of such Pledgor’s Subsidiary Guarantee in accordance with the terms of the Indenture, Credit Agreement or (iii) as to any Pledgor, the designation of such Pledgor as an Unrestricted Subsidiary or (iv) the release of all of the Collateral or the termination of this Agreement in accordance with the terms of the Indenture:Unrestrictedbecoming an Excluded Subsidiary.

Appears in 1 contract

Samples: Intercreditor Agreement (Atkore International Group Inc.)

Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Note Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier earliest to occur of (i) as to the Loans, any PledgorReimbursement Obligations, the date upon which (A) and all the Capital Stock of such Pledgor other Obligations then due and owing shall have been sold paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized or otherwise disposed of (provided for in a manner reasonably satisfactory to a Person other than the Company or a Pledgorapplicable Issuing Lenders) or (B) any other event and the Commitments shall have occurred as a result of which such Pledgor ceases to be either a Restricted Subsidiary of the Company or a Domestic Subsidiary, in each case in accordance with the terms of the Indentureterminated, (ii) as to any Pledgor, a sale or disposition of all the release Capital Stock (other than to the Parent Borrower or a Subsidiary Guarantor), or any other transaction or occurrence as a result of which such Pledgor’s Pledgor (other than Holdings) ceases to be a Restricted Subsidiary Guarantee in accordance with the terms of the IndentureParent Borrower, in each case that is permitted under the Credit Agreement or (iii) as to any Pledgor, the designation of such Pledgor as becoming an Unrestricted Subsidiary or (iv) the release of all of the Collateral or the termination of this Agreement in accordance with the terms of the IndentureExcluded Subsidiary:

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Herc Holdings Inc)

Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Note Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier to occur of (i) the Loans and all other Obligations (other than any Obligations owing to a Non-Lender Secured Party not then due and payable) then due and owing shall have been paid in full in cash, all Letters of Credit are terminated or cash collateralized on terms reasonably satisfactory to the applicable Letter of Credit Issuer (or other arrangements have been made with respect thereto on terms reasonably satisfactory to the applicable Letter of Credit Issuer) and the Commitments shall have terminated, (ii) as to any Pledgor, the date upon which (A) a sale or other disposition of all the Capital Stock of such Pledgor shall have been sold or otherwise disposed of (to a Person other than to the Company U.S. Parent Borrower or a Pledgor) U.S. Subsidiary Borrower), or (B) any other event shall have occurred transaction or occurrence as a result of which such Pledgor ceases to be either a Restricted Subsidiary of the Company or a Domestic SubsidiaryU.S. Parent Borrower, in each case in accordance with that is permitted under the terms of the Indenture, (ii) as to any Pledgor, the release of such Pledgor’s Subsidiary Guarantee in accordance with the terms of the Indenture, Credit Agreement or (iii) as to any Pledgor, the designation of such Pledgor as becoming an Unrestricted Subsidiary or (iv) the release of all of the Collateral or the termination of this Agreement in accordance with the terms of the IndentureExcluded Subsidiary:

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Univar Inc.)

Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Note Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier earliest to occur of (i) the Loans, any Reimbursement Obligations and all other Obligations then due and owing shall have been paid in full in cash, no Letter of Credit shall be outstanding (except for any Letter of Credit that has been cash collateralized, or otherwise provided for in a manner reasonably satisfactory to the applicable Issuing Lender) and the Commitments shall have terminated, (ii) as to any Pledgor, the date upon which (A) all the Capital Stock of such Pledgor shall have been sold or otherwise disposed of (to a Person other than the Company Holdings, a Borrower or a Pledgor) Restricted Subsidiary), or (B) any other event shall have occurred transaction or occurrence as a result of which such Pledgor (other than Holdings) ceases to be either a Restricted Subsidiary of the Company or a Domestic SubsidiaryParent Borrower, in each case in accordance with as permitted under the terms of the Indenture, (ii) as to any Pledgor, the release of such Pledgor’s Subsidiary Guarantee in accordance with the terms of the Indenture, Credit Agreement or (iii) as to any Pledgor, the designation of such Pledgor as becoming an Unrestricted Subsidiary or (iv) the release of all of the Collateral or the termination of this Agreement in accordance with the terms of the IndentureExcluded Subsidiary:

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Hertz Global Holdings, Inc)

Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Note Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier earliest to occur of (i) as to the Loans, any Pledgor, the date upon which (A) Reimbursement Obligations and all the Capital Stock of such Pledgor other Obligations then due and owing shall have been sold paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized or otherwise disposed of (provided for in a manner reasonably satisfactory to a Person other than each applicable Issuing Bank) and the Company or a Pledgor) or (B) any other event Commitments shall have occurred as a result of which such Pledgor ceases to be either a Restricted Subsidiary of the Company or a Domestic Subsidiary, in each case in accordance with the terms of the Indentureterminated, (ii) as to any Pledgor, a sale or other disposition of all the release Capital Stock of such Pledgor’s Pledgor (other than to the Borrower or a Subsidiary Guarantee in accordance with the terms Guarantor), or any other transaction or occurrence as a result of which such Pledgor (other than Holding) ceases to be a Restricted Subsidiary of the IndentureBorrower, in each case that is permitted under the Credit Agreement or (iii) as to any Pledgor, the designation of such Pledgor as becoming an Unrestricted Subsidiary or (iv) the release of all of the Collateral or the termination of this Agreement in accordance with the terms of the IndentureExcluded Subsidiary:

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Servicemaster Co, LLC)

Covenants of Each Pledgor. Each Pledgor covenants and agrees with the Note Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier to occur of (i) the Loans, any Reimbursement Obligations and all other Obligations then due and owing shall have been paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized or otherwise provided for in a manner reasonably satisfactory to each applicable Issuing Lender) and the Commitments shall have terminated, (ii) as to any PledgorPledgor (other than the Parent), the date upon which (A) a sale or other disposition of all the Capital Stock of such Pledgor shall have been sold or otherwise disposed of (to a Person other than to the Company Parent, a Borrower or a Pledgor) Subsidiary Guarantor), or (B) any other event shall have occurred transaction or occurrence as a result of which such Pledgor ceases to be either a Restricted Subsidiary of the Company or a Domestic SubsidiaryParent, in each case in accordance with that is permitted under the terms of the Indenture, (ii) as to any Pledgor, the release of such Pledgor’s Subsidiary Guarantee in accordance with the terms of the Indenture, Credit Agreement or (iii) as to any PledgorPledgor (other than the Parent), the designation of such Pledgor as being or becoming an Unrestricted Subsidiary or (iv) the release of all of the Collateral or the termination of this Agreement in accordance with the terms of the IndentureExcluded Subsidiary:

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Nci Building Systems Inc)

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