Notice and Joinder of New Subsidiaries Sample Clauses

Notice and Joinder of New Subsidiaries. Notify the Administrative Agent as soon as practicable after acquiring or creating a new Subsidiary, and cause
Sample 1Sample 2Sample 3See All (6)
AutoNDA by SimpleDocs
Notice and Joinder of New Subsidiaries. Notify the Agent as soon as practicable of its ownership of any Subsidiary that is not a Borrower and cause such Subsidiary to execute and deliver to the Agent a Joinder and Assumption Agreement pursuant to which it shall, among other things, become a Borrower hereunder.
Sample 1Sample 2See All (4)
Notice and Joinder of New Subsidiaries. Notify the Administrative Agent as soon as practicable of its ownership of any Subsidiary that is not a Borrower (other than a Foreign Subsidiary) in which the aggregate amount of loans and investments made by the Borrowers in such Subsidiary, or the assets of which, exceeds $5,000,000 (a “New Material Domestic Subsidiary”), and cause such New Material Domestic Subsidiary to execute and deliver to the Administrative Agent within sixty (60) days after the date such New Material Domestic Subsidiary is acquired or otherwise exceeds the $5,000,000 threshold set forth above, a Joinder and Assumption Agreement pursuant to which it shall, among other things, become a Borrower hereunder; provided that a Securitization Subsidiary shall not be required to execute and deliver a Joinder and Assumption Agreement. The Company may elect at any time to have any Foreign Subsidiary become a Borrower hereunder (subject to the provisions of Section
Sample 1
Notice and Joinder of New Subsidiaries. Notify the Administrative Agent as soon as practicable of its ownership of any New Material Domestic Subsidiary (including a Subsidiary formed by way of division), and cause such New Material Domestic Subsidiary to execute and deliver to the Administrative Agent within sixty (60) days after the date such Subsidiary is acquired or becomes a New Material Domestic Subsidiary, a Joinder and Assumption Agreement pursuant to which it shall, among other things, become a Borrower hereunder; provided, that, a Securitization Subsidiary shall not be required to execute and deliver a Joinder and Assumption Agreement. The Company may elect at any time, upon at least ten (10) Business Days’ prior written notice (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), with the written consent of the Administrative Agent and each Lender (in each case, such consent not to be unreasonably withheld and, in all events, to be subject to the procedures set forth below in this Section 5.09), to have any Foreign Subsidiary become a Foreign Borrower hereunder (subject to the provisions of Section 2.22(a) hereof) by executing and delivering to the Administrative Agent a Joinder and Assumption Agreement (of which the Administrative Agent shall promptly deliver counterparts to each Lender), which Joinder and Assumption Agreement shall specify whether the Borrower is a Revolver A Borrower or a Revolver B Borrower; provided, that, notwithstanding anything herein to the contrary, if the requirements in this Section 5.09 are met, the Administrative Agent shall send notice to the Company and the Lenders specifying the effective date upon which the applicable Foreign Subsidiary shall constitute a Foreign Borrower for purposes hereof, whereupon each of the Lenders under the applicable Revolver Facility agrees to permit such Foreign Borrower to receive Loans under that Revolver Facility hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Foreign Borrower otherwise shall be a Borrower for all purposes of this Agreement. In connection with the joinder of any Subsidiary of the Company, the Borrowers shall deliver to the Administrative Agent (a) such supporting resolutions, incumbency certificates, opinions of counsel, and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent, (b) Notes signed by such new Borro...
Sample 1
Notice and Joinder of New Subsidiaries. Notify the Bank as soon as practicable after acquiring or creating a new Subsidiary, and cause:
Sample 1
Notice and Joinder of New Subsidiaries. Notify the Agent as soon as practicable of its ownership of any Subsidiary that is not a Borrower in which the aggregate amount of loans and investments made by the Borrowers in such Subsidiary, or the assets of which, exceeds $5,000,000, and, unless such Subsidiary is a Foreign Subsidiary, cause such Subsidiary to execute and deliver to the Agent within sixty (60) days after the date such Subsidiary is acquired or otherwise exceeds the $5,000,000 threshold set forth above, a Joinder and Assumption Agreement pursuant to which it shall, among other things, become a Borrower hereunder. Within sixty (60) days after the Closing Date, the Borrowers shall cause West Pharmaceutical Services Cleveland, Inc., West Pharmaceutical Services Canovanas, Inc., West Pharmaceutical Services of Delaware, Inc., West Pharmaceutical Services Xxxx Xxxx, Inc. and Paco Laboratories, Inc. to become Borrowers hereunder by executing and delivering to the Agent a Joinder and Assumption Agreement. The Company may elect at any time to have any Foreign Subsidiary become a Borrower hereunder (subject to the provisions of Section 2.22(a) hereof) by executing and delivering to the Agent a Joinder and Assumption Agreement.
Sample 1

Related to Notice and Joinder of New Subsidiaries

  • Joinder of Additional Guarantors The Pledgors shall cause each Subsidiary of Quest Resource Corporation which, from time to time, after the date hereof shall be required to pledge any assets to the Administrative Agent for the benefit of the Secured Parties pursuant to the provisions of the Second Lien Term Loan Agreement, (a) to execute and deliver to the Administrative Agent (i) a Joinder Agreement substantially in the form of Exhibit 3 annexed hereto within thirty (30) Business Days on which it was acquired or created and (ii) a Perfection Certificate, in each case, within thirty (30) Business Days of the date on which it was acquired or created or (b) in the case of a Subsidiary organized outside of the United States required to pledge any assets to the Administrative Agent, execute and deliver such documentation as the Administrative Agent shall reasonably request and, in each case, upon such execution and delivery, such Subsidiary shall constitute a "Guarantor" and a "Pledgor" for all purposes hereunder with the same force and effect as if originally named as a Guarantor and Pledgor herein. The execution and delivery of such Joinder Agreement shall not require the consent of any Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor and Pledgor as a party to this Agreement.

  • New Subsidiaries promptly upon any Person becoming a Subsidiary of Company, a written notice setting forth with respect to such Person (a) the date on which such Person became a Subsidiary of Company and (b) all of the data required to be set forth in Schedule 5.1 annexed hereto with respect to all Subsidiaries of Company (it being understood that such written notice shall be deemed to supplement Schedule 5.1 annexed hereto for all purposes of this Agreement);

  • Joinder of Guarantors Each of the Guarantors hereby joins in this Amendment to evidence its consent hereto, and each Guarantor hereby reaffirms its obligations set forth in the Credit Agreement, as hereby amended, and in each Guaranty Agreement and each other Loan Document given by it in connection therewith.

  • Additional Guarantors The Company shall cause each of its subsidiaries formed or acquired on or subsequent to the date hereof to become a Guarantor for all purposes of this Guarantee by executing and delivering an Assumption Agreement in the form of Annex 1 hereto.

  • Additional Guarantor Each additional Wholly Owned Subsidiary of Borrower which becomes a Subsidiary Guarantor pursuant to §5.5.

  • Objections to New Subprocessors (a) If Customer has a legitimate reason under Data Protection Law to object to the new Subprocessors’ processing of Personal Data, Customer may terminate the Agreement (limited to the Cloud Service for which the new Subprocessor is intended to be used) on written notice to SAP. Such termination shall take effect at the time determined by the Customer which shall be no later than thirty days from the date of SAP’s notice to Customer informing Customer of the new Subprocessor. If Customer does not terminate within this thirty day period, Customer is deemed to have accepted the new Subprocessor.

  • Additional Guarantees This Agreement shall be in addition to any other guarantee or other security for the Guaranteed Obligations and it shall not be prejudiced or rendered unenforceable by the invalidity of any such other guarantee or security or by any waiver, amendment, release or modification thereof.

  • Waivers; Amendment; Joinder Agreements (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.

  • Objection Right for New Sub-processors Client may reasonably object to Data Processor’s use of a new Sub-processor for reasons related to the GDPR by notifying Data Processor promptly in writing within three (3) business days after receipt of Data Processor’s notice in accordance with the mechanism set out in Section 5.2 and such written objection shall include the reasons related to the GDPR for objecting to Data Processor’s use of such new Sub-processor. Failure to object to such new Sub-processor in writing within three (3) business days following Data Processor’s notice shall be deemed as acceptance of the new Sub-Processor. In the event Client reasonably objects to a new Sub-processor, as permitted in the preceding sentences, Data Processor will use reasonable efforts to make available to Client a change in the Services or recommend a commercially reasonable change to Client’s use of the Services to avoid Processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening the Client. If Data Processor is unable to make available such change within a reasonable period of time, which shall not exceed thirty (30) days, Client may, as a sole remedy, terminate the applicable Agreement and this DPA with respect only to those Services which cannot be provided by Data Processor without the use of the objected- to new Sub-processor by providing written notice to Data Processor provided that all amounts due under the Agreement before the termination date with respect to the Processing at issue shall be duly paid to Data Processor. Until a decision is made regarding the new Sub-processor, Data Processor may temporarily suspend the Processing of the affected Personal Data. Client will have no further claims against Data Processor due to the termination of the Agreement (including, without limitation, requesting refunds) and/or the DPA in the situation described in this paragraph.

  • New Subprocessors SAP’s use of Subprocessors is at its discretion, provided that:

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