Common use of Additional Credit Parties Clause in Contracts

Additional Credit Parties. As soon as practicable and in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12, (b) cause 100% of the capital stock of such Person to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iii) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Agent.

Appears in 2 contracts

Samples: Credit Agreement (Genicom Corp), Credit Agreement (Genicom Corp)

AutoNDA by SimpleDocs

Additional Credit Parties. As soon as practicable and in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower shall provide the Agent Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit J, (b) cause 100% of the capital stock of such Person to be delivered to the Agent Lender (together with undated stock powers signed in blank) and pledged to the Agent Lender pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent Lender and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent Lender and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the AgentLender, and (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iii) deliver such other documentation as the Agent Lender may reasonably request in connection with the foregoing, including, without limitation, including appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's ’s waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the AgentLender.

Appears in 2 contracts

Samples: Credit Agreement (Analex Corp), Credit Agreement (Hadron Inc)

Additional Credit Parties. As soon as practicable and in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower shall provide the Agent Lender with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit H, (b) cause 100% of the capital stock of such Person to be delivered to the Agent Lender (together with undated stock powers signed in blank) and pledged to the Agent Lender pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent Lender and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent Lender and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the AgentLender, and (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iii) deliver such other documentation as the Agent Lender may reasonably request in connection with the foregoing, including, without limitation, including appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's ’s waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the AgentLender.

Appears in 2 contracts

Samples: Credit Agreement (Analex Corp), Credit Agreement (Analex Corp)

Additional Credit Parties. As soon as practicable At the time any Person becomes a Subsidiary of a Credit Party, the Borrower shall so notify the Agent and promptly thereafter (but in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrower, the Borrower date thereof) shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to (a) if it is a Domestic Subsidiary, execute a Joinder Agreement in substantially the same form as Schedule 7.12Exhibit 7.13, (b) cause 100all of the Capital Stock of such Person (if such Person is a Domestic Subsidiary) or 65% of the capital stock Capital Stock of such Person (if such Person is a Material Foreign Subsidiary) to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent and Agent, (c) cause if such Person is a Domestic Subsidiary, pledge all of its assets to the Lenders pursuant to a security agreement in substantially the form of the Security Agreement and otherwise in a form acceptable to the Agent, (id) if such Person has any Domestic Subsidiaries, (Ai) deliver 100all of the Capital Stock of such Domestic Subsidiaries and 65% of the capital stock Capital Stock of such Material Foreign Subsidiaries (together with undated stock powers signed in blank) to the Agent and (Bii) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in a form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any and all necessary mortgages, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable to the Agent and (iiie) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's landlord waivers, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Agent.

Appears in 1 contract

Samples: Credit Agreement (Chattem Inc)

AutoNDA by SimpleDocs

Additional Credit Parties. As soon as practicable and in any event within 30 days after any Person becomes a direct or indirect Domestic Subsidiary of the Borrowerany Credit Party, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Joinder Agreement in substantially the same form as Schedule Exhibit 7.12, (b) cause 100% of the capital stock Capital Stock of such Person to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent and (c) cause such Person to (i) if such Person has any Domestic Subsidiaries, (A) deliver 100% of the capital stock of such Subsidiaries (together with undated stock powers signed in blank) to the Agent and (B) execute a pledge agreement in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Agent, (ii) if such Person owns or leases any real property located in the United States of America and or deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, execute any deliver to the Agent with respect to such real property documents, instruments and other items of the types required to be delivered pursuant to Section 5.1(e) all necessary mortgagesin form, deeds of trust, deeds to secure debt or other appropriate real estate collateral documentation in form acceptable content and scope reasonably satisfactory to the Agent and (iiiii) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person and Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to aboveabove and the perfection of the Agent's liens thereunder) and other items of the types required to be delivered pursuant to Section 5.1(b), (c), (d) and (e), all in form, content and scope reasonably satisfactory to the Agent.

Appears in 1 contract

Samples: Credit Agreement (Simcala Inc)

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