Common use of Additional Loan Parties Clause in Contracts

Additional Loan Parties. In the event that (i) any Permitted Purchase is to be made by any Subsidiary or Affiliate of the Borrower and such Subsidiary or Affiliate is not a Loan Party hereunder or under any of the other Loan Documents immediately prior to the consummation of any such transaction, or (ii) any Subsidiary of the Borrower is at any time not a Loan Party hereunder (each such Subsidiary or Affiliate in any case referred to herein as an "ADDITIONAL LOAN PARTY" and collectively as the "ADDITIONAL LOAN PARTIES"), then, on or before the consummation of any such transaction or addition as a Loan Party hereunder, such Additional Loan Party shall deliver appropriate counterparts and assumptions of each Loan Document to which it is to be a party and all such documents, opinions of counsel, certificate and instruments as such Additional Loan Party would have been required to deliver pursuant to subsection 4.1 had such Additional Loan Party been a Loan Party hereunder on the Closing Date and such other documents, certificates, instruments and assurances as are consistent with the provisions of subsection 2.18 and Section 4 in relation to such Additional Loan Party's proposed status hereunder and under the other Loan Documents (including, without limitation, taking into consideration whether the obligations of such Additional Loan Party are to be of a limited recourse nature or otherwise), all as shall be reasonably requested by the Agent at the time such Additional Loan Party shall become a party under the Loan Documents. Upon satisfaction of the foregoing conditions, such Additional Loan Party shall be a Loan Party for all purposes hereunder and under the other Loan Documents.

Appears in 2 contracts

Sources: Credit Agreement (Paxson Communications Corp), Credit Agreement (Paxson Communications Corp)

Additional Loan Parties. In the event It is understood and agreed that (i) any Permitted Purchase Domestic Subsidiary of any Group Company that is to be made required by any Subsidiary or Affiliate Loan Document to execute a counterpart of this Agreement after the Borrower and such Subsidiary or Affiliate is not date hereof shall automatically become a Loan Party hereunder or under any of with the other Loan Documents immediately prior to the consummation of any such transaction, or (ii) any Subsidiary of the Borrower is at any time not same force and effect as if originally named as a Loan Party hereunder (each by executing an instrument of accession or joinder satisfactory in form and substance to the Collateral Agent and delivering the same to the Collateral Agent. Concurrently with the execution and delivery of such Subsidiary instrument of accession or Affiliate in any case referred to herein as an "ADDITIONAL LOAN PARTY" and collectively as the "ADDITIONAL LOAN PARTIES"), then, on or before the consummation of any such transaction or addition as a Loan Party hereunderjoinder, such Additional Loan Party Domestic Subsidiary shall deliver appropriate counterparts and assumptions of each Loan Document to which it is to be a party and take all such documents, opinions of counsel, certificate actions and instruments deliver to the Collateral Agent all such documents and agreements as such Additional Loan Party Domestic Subsidiary would have been required to deliver pursuant to subsection 4.1 the Collateral Agent on or prior to the date of this Agreement had such Additional Domestic Subsidiary been a party hereto on the date of this Agreement. Such additional materials shall include, among other things, supplements to Schedules I, II, III, and IV hereto and Schedule 4.01 to the Security Agreement, if applicable, (which Schedules shall thereupon automatically be amended and supplemented to include all information contained in such supplements) such that, after giving effect to the accession or joinder of such Domestic Subsidiary, each of Schedules I, II, III, and IV hereto and Schedule 4.01 to the Security Agreement is true, complete and correct with respect to such Domestic Subsidiary as of the effective date of such accession or joinder. The execution and delivery of any such instrument of accession or joinder, and the amendment and supplementation of the Schedules hereto as provided in the immediately preceding sentence, shall not require the consent of any other Loan Party been a hereunder. The rights and obligations of each Loan Party hereunder on shall remain in full force and effect notwithstanding the Closing Date and such other documents, certificates, instruments and assurances as are consistent with the provisions addition of subsection 2.18 and Section 4 in relation to such Additional Loan Party's proposed status hereunder and under the other Loan Documents (including, without limitation, taking into consideration whether the obligations of such Additional any new Loan Party are to be of a limited recourse nature or otherwise), all as shall be reasonably requested by the Agent at the time such Additional Loan Party shall become a party under the Loan Documents. Upon satisfaction of the foregoing conditions, such Additional Loan Party shall be a Loan Party for all purposes hereunder and under the other Loan Documentsto this Agreement.

Appears in 1 contract

Sources: Pledge Agreement (Life Technologies Corp)

Additional Loan Parties. In the event that (i) the Borrower proposes for any Permitted Purchase is other reason to be made by add any Subsidiary or Affiliate of the Borrower and such Subsidiary or Affiliate is not a Loan Party hereunder or under any of the other Loan Documents immediately prior to the consummation of any such transaction, or (ii) any Subsidiary of the Borrower is at any time not thereof as a Loan Party hereunder (each such Subsidiary or Affiliate in any case referred to herein as an "ADDITIONAL LOAN PARTYAdditional Loan Party" and collectively as the "ADDITIONAL LOAN PARTIESAdditional Loan Parties"), then, on or before the consummation of any such transaction or addition as a Loan Party hereunder, such Additional Loan Party shall deliver appropriate counterparts and assumptions of each Loan Document to which it is to be a party and all such documents, opinions of counsel, certificate and instruments as such Additional Loan Party would have been required to deliver pursuant to subsection 4.1 had such Additional Loan Party been a Loan Party hereunder on the Closing Date and such other documents, certificates, instruments and assurances as are consistent with the provisions of subsection 2.18 and Section 4 in relation to such Additional Loan Party's proposed status hereunder and under the other Loan Documents (including, without limitation, taking into consideration whether the obligations of such Additional Loan Party are to be of a limited recourse nature or otherwise), all as shall be reasonably requested by the Agent determined at the time such Additional Loan Party shall become a party under is approved by the Loan DocumentsAgent. Upon satisfaction of the foregoing conditions, such Additional Loan Party shall be a Loan Party for all purposes hereunder and under the other Loan Documents.

Appears in 1 contract

Sources: Credit Agreement (Paxson Communications Corp)

Additional Loan Parties. In the event that (i) any Preapproved Acquisition or Permitted Purchase is to be made by any Subsidiary or Affiliate of the Borrower and such Subsidiary or Affiliate is not a Loan Party hereunder or under any of the other Loan Documents immediately prior to the consummation of any such transaction, or (ii) the Borrower proposes for any other reason to add any Subsidiary of the Borrower is at any time not or Affiliate thereof as a Loan Party hereunder and such proposal is approved in writing by the Required Lenders (each such Subsidiary or Affiliate in any case referred to herein as an "ADDITIONAL LOAN PARTYAdditional Loan Party" and collectively as the "ADDITIONAL LOAN PARTIESAdditional Loan Parties"), then, on or before the consummation of any such transaction or addition as a Loan Party hereunder, such Additional Loan Party shall deliver appropriate counterparts and assumptions of each Loan Document to which it is to be a party and all such documents, opinions of counsel, certificate and instruments as such Additional Loan Party would have been required to deliver pursuant to subsection 4.1 had such Additional Loan Party been a Loan Party hereunder on the Closing Date and such other documents, certificates, instruments and assurances as are consistent with the provisions of subsection 2.18 and Section 4 in relation to such Additional Loan Party's proposed status hereunder and under the other Loan Documents (including, without limitation, taking into consideration whether the obligations of such Additional Loan Party are to be of a limited recourse nature or otherwise), all as shall be reasonably requested by the Agent determined at the time such Additional Loan Party shall become a party under is approved by the Loan DocumentsAgent. Upon satisfaction of the foregoing conditions, such Additional Loan Party shall be a Loan Party for all purposes hereunder and under the other Loan Documents.

Appears in 1 contract

Sources: Credit Agreement (Paxson Communications Corp)

Additional Loan Parties. In the event It is understood and agreed that (i) any Permitted Purchase Subsidiary of InSight that is to be made required by any Subsidiary or Affiliate Note Document to execute a counterpart of this Agreement after the Borrower and such Subsidiary or Affiliate is not date hereof shall automatically become a Loan Party hereunder or under any of with the other Loan Documents immediately prior to the consummation of any such transaction, or (ii) any Subsidiary of the Borrower is at any time not same force and effect as if originally named as a Loan Party hereunder (each by executing an instrument of accession or joinder substantially in the form of Exhibit E hereto and delivering the same to the Collateral Agent. Concurrently with the execution and delivery of such instrument of accession or joinder, such Subsidiary or Affiliate in any case referred to herein as an "ADDITIONAL LOAN PARTY" and collectively as the "ADDITIONAL LOAN PARTIES"), then, on or before the consummation of any such transaction or addition as a Loan Party hereunder, such Additional Loan Party shall deliver appropriate counterparts and assumptions of each Loan Document to which it is to be a party and take all such documents, opinions of counsel, certificate actions and instruments deliver to the Collateral Agent all such documents and agreements as such Additional Loan Party Subsidiary would have been required to deliver pursuant to subsection 4.1 the Collateral Agent on or prior to the date of this Agreement had such Additional Subsidiary been a party hereto on the date of this Agreement. Such additional materials shall include, among other things, an opinion of counsel to the extent required under the Indenture and supplements to Schedules 1.01A and B, 3.04, 3.05 and 4.01 hereto (which Schedules shall thereupon automatically be amended and supplemented to include all information contained in such supplements) such that, after giving effect to the joinder of such Subsidiary, each of Schedules 1.01A and B, 3.04, 3.05 and 4.01 hereto is true, complete and correct in all material respects with respect to such Subsidiary as of the effective date of such accession or joinder. The execution and delivery of any such instrument of accession or joinder, and the amendment and supplementation of the Schedules hereto as provided in the immediately preceding sentence, shall not require the consent of any other Loan Party been a or Finance Party hereunder. The rights and obligations of each Loan Party hereunder on shall remain in full force and effect notwithstanding the Closing Date and such other documents, certificates, instruments and assurances as are consistent with the provisions addition of subsection 2.18 and Section 4 in relation to such Additional Loan Party's proposed status hereunder and under the other Loan Documents (including, without limitation, taking into consideration whether the obligations of such Additional any new Loan Party are to be of a limited recourse nature or otherwise), all as shall be reasonably requested by the Agent at the time such Additional Loan Party shall become a party under the Loan Documents. Upon satisfaction of the foregoing conditions, such Additional Loan Party shall be a Loan Party for all purposes hereunder and under the other Loan Documentsto this Agreement.

Appears in 1 contract

Sources: Security Agreement (IMI of Arlington, Inc.)

Additional Loan Parties. In the event that (i) any Permitted Purchase is to be made by any Subsidiary or Affiliate of the Borrower and such Subsidiary or Affiliate is not a Loan Party hereunder or under any of the other Loan Documents immediately prior to the consummation of any such transaction, or (ii) the Borrower proposes for any other reason to add any Subsidiary of the Borrower is at any time not or Affiliate thereof as a Loan Party hereunder (each such Subsidiary or Affiliate in any case referred to herein as an "ADDITIONAL LOAN PARTYAdditional Loan Party" and collectively as the 62 57 "ADDITIONAL LOAN PARTIESAdditional Loan Parties"), then, on or before the consummation of any such transaction or addition as a Loan Party hereunder, such Additional Loan Party shall deliver appropriate counterparts and assumptions of each Loan Document to which it is to be a party and all such documents, opinions of counsel, certificate and instruments as such Additional Loan Party would have been required to deliver pursuant to subsection 4.1 had such Additional Loan Party been a Loan Party hereunder on the Closing Date and such other documents, certificates, instruments and assurances as are consistent with the provisions of subsection 2.18 and Section 4 in relation to such Additional Loan Party's proposed status hereunder and under the other Loan Documents (including, without limitation, taking into consideration whether the obligations of such Additional Loan Party are to be of a limited recourse nature or otherwise), all as shall be reasonably requested by the Agent determined at the time such Additional Loan Party shall become a party under is approved by the Loan DocumentsAgent. Upon satisfaction of the foregoing conditions, such Additional Loan Party shall be a Loan Party for all purposes hereunder and under the other Loan Documents.

Appears in 1 contract

Sources: Credit Agreement (Paxson Communications Corp)