Domestic Subsidiaries Sample Clauses

Domestic Subsidiaries. At any time that any Credit Party forms, creates or otherwise acquires any Domestic Subsidiary that is part of the "transit" segment of the Borrower's business, such Credit Party shall (i) notify the Administrative Agent within 10 days thereof and (ii) within 30 days thereof, (A) cause such Domestic Subsidiary to become a Guarantor by execution of a Joinder Agreement, (B) cause such Domestic Subsidiary to deliver with the Joinder Agreement such supporting resolutions, incumbency certificates, corporate formation and organizational documentation and opinions of counsel as the Administrative Agent may reasonably request, and (C) deliver stock certificates and related pledge agreements or pledge joinder agreements (in form and substance satisfactory to the Administrative Agent) evidencing the pledge of 100% of the Capital Stock of such Domestic Subsidiary as security for the Obligations, together with undated stock transfer powers executed in blank.
Domestic Subsidiaries. On the Closing Date, Schedule 4 sets forth a true and complete list of the Domestic Subsidiaries.
Domestic Subsidiaries. If any Domestic Subsidiary is formed or acquired after the Closing Date, the Borrowers shall notify the Administrative Agent and the Lenders in writing thereof within ten (10) Business Days after the date on which such Domestic Subsidiary is formed or acquired and, within thirty (30) Business Days after such notification, (i) the Borrowers shall cause such Domestic Subsidiary to (A) duly execute and deliver, or join and become a party to, a Guaranty Agreement, and the other applicable Credit Documents in the manner provided therein, and (B) promptly take such actions to create and perfect first priority Liens on such Domestic Subsidiary’s assets as security for the Obligations, (ii) the Borrowers shall cause 100% of the Capital Stock issued by any such Domestic Subsidiary to be pledged as security for the Obligations pursuant to such Credit Documents in form and substance satisfactory to the Administrative Agent, as may be required under the applicable Laws to effectuate a fully enforceable first priority pledge of such Capital Stock; and (iii) if any loans, advances or other debt is owed or owing by any such Domestic Subsidiary to the Borrowers or any Guarantor, the Borrowers or Guarantor shall cause all promissory notes and other instruments evidencing such loans, advances and other debt to be pledged as security for the Obligations pursuant to the Credit Documents.
Domestic Subsidiaries. Where Domestic Subsidiaries of the Borrower which are not Credit Parties hereunder (the "Non-Guarantor Subsidiaries") shall at any time constitute more than (the "Threshold Requirement"):
Domestic Subsidiaries. In the event that the aggregate gross revenues or assets of Borrower and Guarantors for any fiscal year ending after the Closing Date when taken together with 65% of the aggregate gross revenues and assets of Borrower’s Foreign Subsidiaries as to which 65% of the ownership interests thereof have been pledged in favor of Administrative Agent for the benefit of Lenders, is less than 95% of the aggregate gross revenues or assets of Borrower and its Subsidiaries on a consolidated basis for such fiscal year, Borrower will, within 90 days after the end of such fiscal year, cause one or more additional Domestic Subsidiaries to execute and deliver to Administrative Agent a joinder to the Multi-Party Guaranty and to the Pledge and Security Agreement along with any such other supporting documentation, certificates (accompanied by irrevocable undated stock powers, duly endorsed in blank), corporate governance and authorization documents as may be deemed reasonably necessary or advisable by Administrative Agent such that the aggregate gross revenues and assets for such fiscal year of Borrower and Guarantors, when taken together with 65% of the aggregate gross revenues and assets of Borrower’s Foreign Subsidiaries as to which 65% of the ownership interests thereof have been pledged in favor of Administrative Agent for the benefit of Lenders, equal to at least 95% of the aggregate gross revenues and assets of Borrower and its Subsidiaries on a consolidated basis for such fiscal year. In addition, in the event that (x) Borrower creates or acquires a Domestic Subsidiary which is a Material Subsidiary, or (y) any Domestic Subsidiary of Borrower that has not previously executed a joinder to the Multi-Party Guaranty and the Pledge and Security Agreement becomes a guarantor in respect of the obligations of Borrower or any Subsidiary under any Material Indebtedness Agreement, Borrower shall within forty-five (45) days (unless a longer period is agreed to by Administrative Agent) (i) cause such Domestic Subsidiary to execute and deliver to Administrative Agent a joinder to the Multi-Party Guaranty and the Pledge and Security Agreement along with any such other supporting documentation, certificates (accompanied by irrevocable undated stock powers, duly endorsed in blank), corporate governance and authorization documents as may be deemed necessary or advisable by Administrative Agent, (ii) execute and deliver a supplement to the Pledge and Security Agreement pledging to Administ...
Domestic Subsidiaries. Within thirty (30) days (or such later date as agreed to by the Administrative Agent in writing) after any Person becomes a Domestic Subsidiary (other than any Immaterial Domestic Subsidiary), cause such Domestic Subsidiary to (i) become a Domestic Guarantor by executing and delivering to the Administrative Agent a Domestic Joinder Agreement (or such other documentation as the Administrative Agent shall reasonably deem appropriate for such purpose) and such security agreements, pledge agreements and other documents as the Administrative Agent shall deem appropriate for the purpose of causing such Domestic Subsidiary to comply with Section 7.13 and Section 7.14 and (ii) deliver to the Administrative Agent Organization Document Deliverables for such Domestic Subsidiary and favorable opinions of counsel to such Domestic Subsidiary, in each case to the extent required by, and in form and substance reasonably satisfactory, to the Administrative Agent.
Domestic Subsidiaries. Cause each Domestic --------------------- Subsidiary, whether now or hereafter in existence, promptly upon Agent's request therefor, and, in any event, contemporaneously with the formation or acquisition of any such Domestic Subsidiary formed or acquired after the date hereof, to execute and deliver to Agent a Guaranty Agreement and a security agreement pursuant to which such Domestic Subsidiary guaranties the payment of all Obligations and grants to Agent a first priority Lien (subject only to Permitted Liens) on all of its Properties of the types described in Section 5. Additionally, the applicable Person shall execute and deliver to Agent a Pledge Agreement pursuant to which such Person grants to Agent a first priority Lien (subject only to Permitted Liens) with respect to all of the issued and outstanding Securities of each such Domestic Subsidiary owned by such Person.
Domestic Subsidiaries. By not later than (i) with respect to each Domestic Subsidiary in existence as of the Closing Date, the Closing Date, (ii) with respect to each Domestic Subsidiary (except Sonamed) formed or acquired on or after the Closing Date, twenty (20) calendar days after the formation or acquisition of such Domestic Subsidiary, and (iii) with respect to Sonamed, December 31, 2008, unless (a) on or before such date Sonamed has merged into Borrower or (b) on or before such date Borrower ceases to the be the owner of one hundred percent (100%) of the Equity Interests of Sonamed, then as of the date that Borrower ceases to be the owner of 100% of the Equity Interests of Sonamed, cause such Domestic Subsidiary to execute and deliver to Bank (X) a Guaranty in satisfaction of the requirements of Section 2.11 hereof, (Y) a security agreement in satisfaction of the requirements of Section 2.10 hereof and (Z) such other documents as Bank shall reasonably request, in form and substance satisfactory to Bank, evidencing the authority of such Domestic Subsidiary to execute and deliver such Guaranty and security agreement, and the incumbency of the Persons executing such Guaranty and security agreement on behalf of such Domestic Subsidiary.
Domestic Subsidiaries. Wherever herein the allocation, ownership, character or amount of any asset or liability or item of income or expense is said to be “of”, “to” or “attributable to” the Domestic Subsidiaries, such phrase means of, to or attributable to the Domestic Subsidiaries disregarding any interest of the Domestic Subsidiaries in, any amount received or receivable by the Domestic Subsidiaries from, and any assets or liabilities of, the Foreign Subsidiaries of the Domestic Subsidiaries.