Common use of Guarantee Matters Clause in Contracts

Guarantee Matters. (a) Within thirty (30) days (or such longer period as the Administrative Agent may agree in writing) after the acquisition or formation of any wholly-owned Material Subsidiary (including upon a wholly-owned non-Material Subsidiary becoming a Material Subsidiary), the Parent shall cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a joinder to the Guarantee Agreement and (ii) deliver to the Administrative Agent (A) documents of the types referred to in Sections 4.01(a)(iii) and (iv) and (B) favorable opinions of counsel to such Person (which, as to certain matters as agreed to by the Administrative Agent, may be internal counsel and which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no less than wholly-owned Material Subsidiary existing on or after the Closing Date shall be required to become a Guarantor hereunder until such time as such Subsidiary becomes a wholly-owned Material Subsidiary.

Appears in 3 contracts

Samples: Credit Agreement (Noble Midstream Partners LP), Credit Agreement (Noble Midstream Partners LP), Credit Agreement (Noble Midstream Partners LP)

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Guarantee Matters. (a) Within thirty (30) days (or such longer period as the Administrative Agent may agree in writing) after the acquisition or formation of any wholly-owned Material Subsidiary (including or upon a wholly-owned non-Material Subsidiary becoming a Material Subsidiary), the Parent shall cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a joinder to the Guarantee Agreement and (iii) deliver to the Administrative Agent (A) documents of the types referred to in Sections 4.01(a)(iii4.01(c)(i) and 4.01(c)(iii) and (iv) and (BA) favorable opinions of counsel to such Person (which, as to certain matters as agreed to by the Administrative Agent, may be internal counsel and which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no less than non-wholly-owned Material Subsidiary existing on or after the Closing Date shall be required to become a Guarantor hereunder until such time as such Subsidiary becomes a wholly-owned Material Subsidiary.

Appears in 1 contract

Samples: Term Credit Agreement (Noble Midstream Partners LP)

Guarantee Matters. (a) Within thirty (30) days (or such longer period as the Administrative Agent may agree in writing) after the acquisition or formation of any wholly-owned Material Subsidiary (including or upon a wholly-owned non-Material Subsidiary becoming a Material Subsidiary), the Parent shall cause such Person to (i) become a Guarantor by executing and delivering to the Administrative [[5256212]] Agent a joinder to the Guarantee Agreement and (iii) deliver to the Administrative Agent (A) documents of the types referred to in Sections 4.01(a)(iii) and (iv4.01(a)(iv) of the Original Credit Agreement and (BA) favorable opinions of counsel to such Person (which, as to certain matters as agreed to by the Administrative Agent, may be internal counsel and which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no less than non-wholly-owned Material Subsidiary existing on or after the Original Closing Date shall be required to become a Guarantor hereunder until such time as such Subsidiary becomes a wholly-owned Material Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Noble Midstream Partners LP)

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Guarantee Matters. (a) Within thirty (30) days (or such longer period as the Administrative Agent may agree in writing) after the acquisition or formation of any wholly-owned Material Subsidiary (including or upon a wholly-owned non-Material Subsidiary becoming a Material Subsidiary), the Parent shall cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a joinder to the Guarantee Agreement and (ii) deliver to the Administrative Agent (A) documents of the types referred to in Sections 4.01(a)(iii) and (iv4.01(a)(iv) of the Original Credit Agreement and (B) favorable opinions of counsel to such Person (which, as to certain matters as agreed to by the Administrative Agent, may be internal counsel and which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no less than non-wholly-owned Material Subsidiary existing on or after the Original Closing Date shall be required to become a Guarantor hereunder until such time as such Subsidiary becomes a wholly-owned Material Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Noble Midstream Partners LP)

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