Additional Domestic Subsidiary Clause Samples

The 'Additional Domestic Subsidiary' clause defines the process and requirements for including newly formed or acquired domestic subsidiaries of a company under the obligations of an agreement, such as a loan or credit facility. Typically, this clause requires the parent company to notify the lender or relevant party when a new domestic subsidiary is created or acquired, and to ensure that the subsidiary becomes a guarantor or otherwise bound by the agreement's terms. This mechanism ensures that the lender's security interest or the agreement's protections extend to all relevant entities, thereby reducing risk and maintaining comprehensive coverage as the corporate structure evolves.
Additional Domestic Subsidiary. If at any time after the Closing Date the Company or any Subsidiary creates or acquires any Domestic Subsidiary that is to be designated as an Unrestricted Subsidiary for the fiscal period in which it was created or acquired, not later than the required date of delivery of the certificate required by Section 5.04(c) for the fiscal period in which such Domestic Subsidiary was formed or acquired (or such later date as may be agreed by the Administrative Agent, in its discretion), the Company shall designate such Domestic Subsidiary as an Unrestricted Subsidiary in accordance with Section 5.09(c).
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Additional Domestic Subsidiary. Notify the Administrative Agent of (i) the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section 9.9(c) below or (ii) the creation or acquisition of any Domestic Subsidiary, and (unless such Domestic Subsidiary has been designated as an Unrestricted Subsidiary pursuant to Section 9.9(d) and subject to Section 9.9(f)) promptly thereafter (and in any event within thirty (30) days (as may be extended by the Administrative Agent in its reasonable discretion)), cause such Person to (A) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (B) deliver to the Administrative Agent a duly executed Joinder Agreement and comply with the terms of each Security Document, (C) deliver to the Administrative Agent documents of the types referred to in clauses (ii) and (iii) of Section 6.1(b) and (D) deliver to the Administrative Agent such other documents and closing certificates (and including, without limitation, opinions of counsel to such Person) as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.
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Additional Domestic Subsidiary. If at any time after the Closing Date the Borrower or any Subsidiary creates or acquires any Domestic Subsidiary with assets in excess of $5,000,000, then: (i) not later than the required date of delivery of the certificate required by Section 5.04(c) for the fiscal period in which such Domestic Subsidiary was formed or acquired (or such date that is no more than 60 days later as may be agreed by the Administrative Agent, in its discretion), designate such Domestic Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary in accordance with Section 5.09(b); or (ii) in the case of a Restricted Subsidiary, the Borrower shall cause such Domestic Subsidiary, not later than the required date of delivery of the certificate required by Section 5.04(c) for the fiscal period in which such Domestic Subsidiary was formed or acquired (or such date that is no more than 60 days later as may be agreed by the Administrative Agent, in its discretion), to deliver to the Administrative Agent (A) a duly executed Guarantee Joinder Agreement, and (B) such other documents and certificates as may be reasonably requested by the Administrative Agent with respect to such Domestic Subsidiary and its Guarantee Joinder Agreement, all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that in the event any such Domestic Subsidiary is a Wholly Owned Subsidiary but is intended to be disposed of, in whole or in part (so that it will cease to be a Wholly Owned Subsidiary) by the Borrower or Subsidiary of the Borrower that owns the equity interests in such Domestic Subsidiary not later than the end of the fiscal quarter immediately following the fiscal quarter in which such Domestic Subsidiary was created or acquired, and such intent is provided to the Administrative Agent in a written notice not later than the required date of delivery of the certificate required by Section 5.04(c) for the fiscal period in which such Domestic Subsidiary was formed or acquired, the foregoing requirements of this Section 5.09(a)(ii) shall not be required unless such Domestic Subsidiary remains a Wholly Owned Subsidiary as of the last day of such next succeeding fiscal quarter, in which case such requirements shall be required to be satisfied in accordance with this Section 5.09(a)(ii) as if such Domestic Subsidiary had been created or acquired during such next succeeding fiscal quarter.
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Additional Domestic Subsidiary. Notify the Agent of (i) the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with subsection (b) below or (ii) the creation or acquisition of any Domestic Subsidiary with assets in excess of $5,000,000, and in each case promptly thereafter (and in any event within thirty (30) days), (A) solely in the case of any newly created or acquired Domestic Subsidiary that is not Wholly-Owned, designate such Subsidiary as Unrestricted in accordance with Section 5.09(b), or (B) cause such person to (1) deliver to the Agent a duly executed supplement to the Guarantee Agreement or such other document as the Agent shall deem appropriate for such purpose, (2) deliver to the Agent such documents and certificates referred to in Section 4.02 as may be reasonably requested by the Agent, and (3) deliver to the Agent such other documents as may be reasonably requested by the Agent, all in form, content and scope reasonably satisfactory to the Agent.
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Additional Domestic Subsidiary. Notify the Administrative Agent of (i) the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section 9.11(c) below or (ii) the creation or acquisition of any Domestic Subsidiary, and (unless such Domestic Subsidiary has been designated as an Unrestricted Subsidiary pursuant to Section 9.11(d)) promptly thereafter (and in any event within thirty (30) days), cause such Person to (A) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (B) deliver to the Administrative Agent a duly executed Joinder Agreement and comply with the terms of each Security Document, (C) deliver to the Administrative Agent documents of the types referred to in clauses (ii) and (iii) of Section 6.2(b) and (D) deliver to the Administrative Agent such other documents and closing certificates (and including, without limitation, opinions of counsel to such Person) as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent; provided, further, that for purposes of this provision, the Permitted Target will be deemed to have been acquired by Borrower on the Closing Date.
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Related to Additional Domestic Subsidiary

  • Domestic Subsidiaries Where Domestic Subsidiaries of the Borrower which are not Credit Parties hereunder (the "Non-Guarantor Subsidiaries") shall at any time constitute more than (the "Threshold Requirement"): (i) in any instance for any such Non-Guarantor Subsidiary, five percent (5%) of consolidated assets for the Consolidated Group or five percent (5%) of consolidated revenues for the Consolidated Group, or (ii) in the aggregate for all such Non-Guarantor Subsidiaries, ten percent (10%) of consolidated assets for the Consolidated Group or ten percent (10%) of consolidated revenues for the Consolidated Group, then the Borrower shall (i) promptly notify the Administrative Agent thereof, and promptly cause such Domestic Subsidiary or Subsidiaries to become a Guarantor by execution of a Joinder Agreement, such that immediately after joinder as a Guarantor, the remaining Non-Guarantor Subsidiaries shall not in any instance, or collectively, exceed the Threshold Requirement, (ii) deliver with the Joinder Agreement, supporting resolutions, incumbency certificates, corporate formation and organizational documentation and opinions of counsel as the Administrative Agent may reasonably request, and (iii) deliver stock certificates and related pledge agreements or pledge joinder agreements evidencing the pledge of 100% of the Voting Stock of all Domestic Subsidiaries (whether or not they are Guarantors) and 65% of the Voting Stock of all Foreign Subsidiaries, together with undated stock transfer powers executed in blank.

  • Subsidiary For purposes of this Agreement, the term “subsidiary” means any corporation or limited liability company of which more than 50% of the outstanding voting securities or equity interests are owned, directly or indirectly, by the Company and one or more of its subsidiaries, and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary.

  • any Subsidiary of an Unrestricted Subsidiary The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary or any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Restricted Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that (1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Issuer; (2) such designation complies with Section 10.10; and

  • Designation of Unrestricted Subsidiaries The Borrower Representative may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notes.

  • Material Subsidiary Prompt notice of any Person becoming a Material Subsidiary;