New Guarantors Sample Clauses

New Guarantors. Additional Persons (each such Person being referred to herein as a “New Guarantor”) may, from time to time, become parties hereto (and thereby become a “Guarantor”) pursuant to the terms and conditions set forth in Section 6.12 of the Credit Agreement through the execution of a counterpart signature page hereto. Each such New Guarantor hereby acknowledges, agrees and confirms that, by its execution of such counterpart, the New Guarantor will be deemed to be a Loan Party under the Credit Agreement and a “Guarantor” for all purposes of the Credit Agreement and shall have all of the obligations of the Guarantor hereunder as if it had executed this Agreement as of the Closing Date. Further, each such New Guarantor hereby ratifies, as of the date of its execution of a counterpart signature page hereto, and agrees to be bound by, all of the terms, provisions and conditions contained in herein and in the Credit Agreement applicable to a Guarantor. The obligations of each such New Guarantor hereunder and under the Credit Agreement will be joint and several with each other Person qualifying as a Guarantor hereunder.

New Guarantors. In the event that the Borrower is required to cause one or more of its Subsidiaries to become Guarantors as set forth in Section 7.1, such new Guarantor or Guarantors (as the case may be) shall, contemporaneously with the delivery of the financial statements required by Section 10.1(a) and Section 10.1(b), execute and deliver to the Agent a Joinder Agreement pursuant to which each such Subsidiary of the Borrower becomes a Guarantor under this Agreement and such other certificates and documentation, including the items otherwise required pursuant to Section 8.1, as the Agent may reasonably request.

New Guarantors. In the event that the Parent is required to cause one or more of its Subsidiaries to become Guarantors as set forth in Section 4.1, such new Guarantor or Guarantors (as the case may be) shall, contemporaneously with the delivery of the financial statements required by Section 10.1(a) and Section 10.1(b) of the Credit Agreement, execute and deliver to the Bank a Joinder Agreement pursuant to which each such Subsidiary of the Parent becomes a Guarantor under this Agreement and such other certificates and documentation, including the items otherwise required pursuant to Section 5.1, as the Bank may reasonably request.

New Guarantors. Borrower will cause each new Subsidiary (other -------------- than a Subsidiary organized or incorporated outside the United States of America), whether hereafter created or acquired by Borrower or a Subsidiary pursuant to Section 6.13, to execute and deliver to the Agent a Guaranty. Such Guaranty shall be executed and delivered within thirty (30) days of the initial capitalization or Acquisition of such Subsidiary but in any event not later than the date Borrower obtains an Advance hereunder to be used in connection with, or related to, such capitalization or Acquisition or otherwise used in connection with such new Subsidiary's business. With delivery to the Agent of such Guaranty, Borrower shall also furnish, or cause to be furnished, to the Agent (a) copies of the certificate or articles of incorporation of such Guarantor, together with all amendments, and a certificate of good standing or existence, both certified by the appropriate governmental officer in its jurisdiction of incorporation; (b) copies, certified by the Secretary or Assistant Secretary of such Guarantor, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are reasonably deemed necessary by counsel for any Lender) authorizing the execution of the Guaranty; (c) an incumbency certificate, executed by the Secretary or Assistant Secretary of such Guarantor, which shall identify by name and title and bear the signature of the officers of such Guarantor authorized to sign the Guaranty; and (d) a favorable written opinion of such Guarantor's counsel, addressed to the Agent in a form acceptable to the Agent, opining (i) as to such Guarantor's existence, (ii) as to such Guarantor's authorization to execute the Guaranty, (iii) as to the enforceability of the Guaranty, and (iv) that the execution and performance of the Guaranty will not conflict with or result in a breach under any material contract, indenture, instrument or other agreement by which such Guarantor is bound or to which it is party.

New Guarantors. The Borrower will cause each Domestic Subsidiary -------------- created, acquired or otherwise existing, on or after the Closing Date to immediately become a Guarantor and shall cause such Subsidiary to execute and deliver to the Agent, for the benefit of the Agent and the Banks, (a) a Guaranty, and (b) further Security Documents or other instruments and documents as the Agent may require in order to grant to the Agent a first priority perfected security interest in such Subsidiary's assets, together with legal opinions in form and substance satisfactory to the Agent to be delivered to the Agent and the Banks opining as to authorization validity and enforceability of such Guaranty and Security Documents and (as to the applicable Security Documents) the perfection of such Security interests.

New Guarantors. In the event any Subsidiary organized under the laws of the United States of America or any State thereof is formed or acquired after the date hereof, such Subsidiary shall, on the date of its formation or acquisition, guarantee the Obligations and shall execute and deliver to the Agent a joinder to the Guaranty in form and substance satisfactory to the Agent.

New Guarantors. 55 -------------- 9.14. Copyright Registration......................................................... 55 ---------------------- 9.

New Guarantors. ‌ 17.4.1 If any person which is not an Obligor becomes an Obligor in accordance with Clause 17.3 (New Obligors) the Obligors will procure that the person concerned will either: (a) become a New Facility Guarantor by delivering to the Lender a Facility Guarantor Accession Letter, duly executed by that person; or (b) if required by the Lender, enter into a Standalone Facility Guarantee in form and substance satisfactory to the Lender. 17.4.2 The Lender may accept the accession of a New Facility Guarantor in its sole discretion by executing a Facility Guarantor Accession Letter or Standalone Facility Guarantee provided that: (a) at the same time as that Facility Guarantor Accession Letter or Standalone Facility Guarantee is delivered to the Lender, there are also delivered to the Lender: (i) a copy of any Authorisation or other documents, opinion or assurance which the ▇▇▇▇▇▇ considers to be necessary or desirable (acting reasonably); and (ii) to the extent not provided pursuant to Clause 17.3.2(a)(ii) (New Obligors) should such New Facility Guarantor also be acceding as a New Obligor at the same time, all those items listed in Part 3 of Schedule 7 (Conditions Precedent), in respect of and as applicable to the relevant person seeking to become a New Facility Guarantor and in each case to the extent not already delivered to the Lender and in form and substance satisfactory to the Lender; and (b) no Default has occurred and is continuing or would occur upon that person acceding as a party to this Agreement. 17.4.3 Each Party (other than the Lender, the Borrower and the person concerned) irrevocably authorises the Borrower to execute any duly completed Facility Guarantor Accession Letter or Standalone Facility Guarantee on its behalf (as applicable) unless the Lender requires such Party to execute such Facility Guarantor Accession Letter or Standalone Facility Guarantee itself. 17.4.4 A Facility Guarantor Accession Letter will take effect on its date of execution by the Lender or, if later, the date specified in that Facility Guarantor Accession Letter. 17.4.5 The execution of a Facility Guarantor Accession Letter by the person concerned constitutes confirmation by it that it is a New Facility Guarantor under this Agreement.

New Guarantors. Additional Persons (each such Person being referred to herein as a “New Guarantor”) may, from time to time, become party hereto (and thereby become a Guarantor) pursuant to the terms and conditions set forth in Section 6.12 of the Credit Agreement by executing a Supplemental Guaranty in the form of Exhibit A attached hereto. Each such New Guarantor hereby acknowledges, agrees and confirms that, by its execution of such Supplemental Guaranty, such New Guarantor will be deemed to be a Credit Party under the Credit Agreement and a Guarantor for all purposes of the Credit Agreement and shall have all of the obligations of Guarantors hereunder as if it had executed this Guaranty as of the Closing Date.