Acceding Guarantors Sample Clauses

Acceding Guarantors. (a) To the extent legally possible, the Borrower shall procure that each Material Subsidiary of the Borrower (other than the Original Guarantors) become an Acceding Guarantor either (i) in the case of a company which is a member of the Group as at the date of this Agreement within 30 days of it ceasing to be an Immaterial Subsidiary or (ii) in any other case within 30 days of it becoming a Subsidiary of the Borrower by delivering to the Agent a Guarantor's Deed of Accession duly executed by such Subsidiary and the Borrower. (b) The Borrower shall procure that, at the same time as a Guarantor's Deed of Accession is delivered to the Agent, there is delivered to the Agent all the documents and evidence listed in schedule 9, part B in respect of the relevant Subsidiary in each case in form and substance satisfactory to the Agent acting reasonably. (c) Delivery of a Guarantor's Deed of Accession duly executed by an Acceding Guarantor and the Borrower constitutes confirmation by the relevant Acceding Guarantor (with respect to itself only) that the representations and warranties set out in clauses 11.1(a) to (e) inclusive and 11.2(a), (b), (c), (g) and (h) to be made by it on the date of the Guarantor's Deed of Accession in accordance with clause 11.4 are correct as if made by it with reference to the facts and circumstances then existing. (d) To the extent legally possible in any Relevant Jurisdiction, each Acceding Guarantor, before entering into such a Guarantor's Deed of Accession, shall comply with all relevant legislation in its country of incorporation, to the satisfaction of the Agent, to ensure that the proposed guarantee to be given is in compliance with any relevant provisions of such legislation and to ensure that the proposed guarantee to be given is to be legal valid and binding on the proposed Acceding Guarantor. (e) Each Secured Party irrevocably authorises the Security Agent to countersign each Guarantor's Deed of Accession on its behalf without any further consent of, or consultation with, any of the other Secured Parties. (f) Each of the other Obligors irrevocably authorises the Borrower to countersign each Guarantor's Deed of Accession on its behalf without any further consent of or consultation with, any of the other Obligors.

Acceding Guarantors. (a) Subject to Clause 24.9 (Further Guarantors and Security), Bidco will procure that there is delivered to the Facility Agent in respect of each Subsidiary of Bidco which becomes a Material Subsidiary after the date of this Agreement an Accession Notice duly executed by itself and the relevant Subsidiary together with the documents set out in Part B of Schedule 7 (Accession Documents) and such other documents (including any new Security Documents) as the Facility Agent may reasonably require, in relation to such Subsidiary all in form and substance satisfactory to the Facility Agent. The Accession Notice and the other documents set out in Part B of Schedule 7 (Accession Documents) shall be delivered to the Facility Agent within 30 Business Days of the relevant member of the Group having been required to become a Guarantor by the Facility Agent or, in the case of companies so required as an immediate result of the Acquisition, as soon as reasonably practicable, and in any event within 90 days following the Completion Date. (b) Upon delivery of a duly executed Accession Notice to the Facility Agent, the Subsidiary party to it, the other Obligors and the Senior Finance Parties, will assume such obligations towards one another and/or acquire such rights against each other as they would each have assumed or acquired had such Subsidiary been an original party to this Agreement and the Intercreditor Deed as an Original Guarantor, and such Subsidiary shall become a party to this Agreement and thereto as an Acceding Guarantor.

Acceding Guarantors. The liability of any member of the Group which grants a guarantee by entering into an Accession Notice shall be subject to any limitations contained in that Accession Notice.

Acceding Guarantors. 10.18.1 The Original Borrower shall procure that each Material Subsidiary of the Original Borrower (other than the Original Guarantors) becomes an Acceding Guarantor either: (a) in the case of a person which is a member of the Group on the date of this Agreement within 15 days of it becoming a Material Subsidiary; or (b) in the case of a person which becomes a Subsidiary of the Original Borrower after the date of this Agreement in the event that such Subsidiary is a Material Subsidiary within 15 days of that person becoming a Subsidiary of the Original Borrower,

Acceding Guarantors. (a) TCN may, upon not less than 3 Business Days’ prior written notice to the Facility Agent, request that any member of the TCN Group (or, immediately prior to the effective date of the Integrated Merger Event, any member of the Target Group) becomes an Acceding Guarantor under this Agreement. (b) TCN shall procure that there is delivered, for the purposes of paragraph (a) above, an Accession Notice duly executed by itself and the relevant member of the TCN Group or the Target Group together with the documents set out in Part 2 of Schedule 7 (Accession Documents) and such other documents (including any new Security Documents) as the Facility Agent may reasonably require, in relation to such member of the TCN Group or the Target Group all in form and substance satisfactory to the Facility Agent, acting reasonably.

Acceding Guarantors. (a) If audited financial statements of the Group prepared in accordance with clause 12.1(f)(i)(B) show that: (i) the aggregate EBITDA of all the Guarantors for the period to which those financial statements relate is less than eighty five per cent. of the Consolidated EBITDA for the period to which those financial statements relate, as shown in those financial statements; and/or (ii) the aggregate amount of the total assets (determined in accordance with GAAP) of all the Guarantors is less than eighty five per cent. of the Total Assets of the Group as at the end of the period to which those financial statements relate, as shown in those financial statements; and/or (iii) the aggregate amount of the net revenues (determined in accordance with GAAP) of all the Guarantors in the period to which those financial statements relate is less than eighty five per cent of the aggregate net revenues of the Group during the period to which those financial statements relate (determined in accordance with GAAP), as shown in those financial statements, the Borrower shall procure that, within 30 days of the receipt of such financial statements by the Agent, such Subsidiaries of the Borrower (which are not already Guarantors) become Guarantors in accordance with this clause 10.16 as is necessary in order to ensure that none of the circumstances described in clauses 10.16(a)(i), (ii) or (iii) exists or continues to subsist. (b) Notwithstanding clause 10.16(a), the Agent may (if it so determines or any Bank so requests) require the Borrower to recalculate the contribution of the Guarantors to Consolidated EBITDA, Total Assets of the Group and/or aggregate net revenues by reference to the most recently provided Quarterly Management Accounts provided that, unless there is a Default subsisting (in which circumstances no such restriction shall apply) the Agent shall not be entitled (or required by any Bank) to require a recalculation pursuant to this clause 10.16(b) more than once in any six month period. The Borrower shall carry out such recalculation and provide a copy thereof (in reasonable detail) to the Agent within 14 days of a request to the Borrower pursuant to this clause 10.16(b). If any recalculation shows that any of the circumstances described in clauses 10.16(a)(i), (ii) or (iii) exist, the Borrower shall procure that within 30 days of receipt of the recalculation by the Agent, such Subsidiaries of the Borrower (which are not already Guarantors) become Guarantors in...

Acceding Guarantors. Subject to paragraph (b) below, the Company may, upon not less than 3 Business Days’ prior written notice to the Facility Agent, request that any member of the Bank Group becomes an Acceding Guarantor under this Agreement.

Acceding Guarantors. In the case of a Subsidiary of the Borrower which becomes a party to this Agreement after the date of this Agreement, the representations and warranties in clauses 11.1(a) to (f) (inclusive), 11.1(i), 11.1(j), 11.1(l), 11.1(m), 11.2(c) and 11.2(d), shall be deemed to be repeated by the Borrower and that Obligor on the date that such Obligor executes a Deed of Guarantor Accession.

Acceding Guarantors. 48 11 Representations and warranties...............................................................50 11.1 Repeated representations and warranties.............................................50 11.2 Further representations and warranties..............................................52 11.3 First Advance representations and warranties........................................55 11.4 Repetition..........................................................................56