Additional Obligors Sample Clauses
The 'Additional Obligors' clause defines the process and conditions under which new parties can be added as obligors to an existing agreement. Typically, this clause outlines the requirements for admitting additional obligors, such as obtaining consent from existing parties, executing supplemental documents, and ensuring the new obligor assumes the same obligations as the original ones. This mechanism is commonly used in loan agreements or guarantees, where new subsidiaries or affiliates may need to join as co-borrowers or guarantors. The core function of this clause is to provide a clear and structured method for expanding the group of parties responsible for fulfilling the agreement's obligations, thereby enhancing the security or enforceability of the contract.
Additional Obligors. (a) In the event that after the Agreement Date any U.S. Obligor organizes, creates or acquires any Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary), the U.S. Obligors shall, concurrently with the delivery of the Compliance Certificate pursuant to Section 7.2(d) for the Fiscal Quarter during which such Domestic Subsidiary was organized, created or acquired, notify the Agent thereof and, within 30 days after the date such notice is given (or such longer period as shall be agreed to by the Agent in its sole discretion), (i) cause such new Domestic Subsidiary to become a party to this Agreement as a U.S. Guarantor, (ii) cause such new Domestic Subsidiary to execute and deliver to the Agent a Supplemental Agreement (as defined in the U.S. GCA) and such other amendments to the U.S. Security Documents as the Agent may reasonably deem necessary or reasonably advisable to grant to the Agent, for the benefit of the Secured Parties, a perfected security interest (as and to the extent provided in the U.S. Security Documents) in the Collateral of such new Domestic Subsidiary, (iii) deliver such other documentation as the Agent may reasonably request in accordance with the U.S. Security Documents (and subject to the limitations set out therein) in order to cause the Lien created by the U.S. Security Documents in such new Domestic Subsidiary’s Collateral and in the Capital Stock of such new Domestic Subsidiary to be duly perfected in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may reasonably be requested by the Agent, and such other documents with respect to such new Domestic Subsidiary as the Agent may reasonably request that are consistent with the documents in place or delivered to the Agent by the Obligors on the Closing Date or otherwise required by the types, categories and locations of assets of such new Domestic Subsidiary, and (iv) subject to the last paragraph of the definition of the term “Permitted Acquisitions”, prior to including such new Domestic Subsidiary’s assets in the Borrowing Base, the Agent shall conduct a field examination and an Appraisal with respect to such new Domestic Subsidiary, including of (x) such new Domestic Subsidiary’s practices in the computation of its Borrowing Base and (y) the assets included in such new Domestic Subsidiary’s Borrowing Base and related financial information such as, but not limited to, sales, gros...
Additional Obligors. (a) The Company shall procure that any person required under Subclause 23.31 (Guarantees) to become an Additional Guarantor, or a person who wishes to become an Additional Guarantor or an Additional Borrower, must:
(i) execute and deliver to the Facility Agent an Accession Deed (duly executed by the Company on behalf of all existing Borrowers and Guarantors);
(ii) deliver to the Facility Agent each of the documents and evidence listed in Part III of Schedule 2 (Conditions Precedent Documents);
(iii) deliver to the Facility Agent such other reports, opinions and documents (if any) as the Facility Agent may reasonably require in respect of the Additional Guarantor or Additional Borrower, each in form and substance satisfactory to the Facility Agent;
(iv) accede to the Priority Agreement as an Obligor in the manner required pursuant to the Priority Agreement; and
(v) comply with the other requirements of this Subclause 23.33.
(b) The relevant Subsidiary will become an Additional Obligor on the date of the Accession Deed executed by it.
(c) Subject to the other provisions of this Agreement, the Company must comply with its obligations under paragraph (a):
(i) within fourteen days of the relevant person becoming a Material Subsidiary; or
(ii) if the relevant person is an Additional Borrower, before the Additional Borrower may use any Facility.
(d) The prior consent of all the Lenders (not to be unreasonably withheld) is required if an Additional Obligor is to be an Additional Borrower (except in respect of an Additional Borrower which is a limited liability company and which is a wholly-owned Subsidiary (directly or indirectly) of the Company and is incorporated and tax resident in a Pre-approved Jurisdiction, to the extent the Additional Borrower will be a Borrower under the Revolving Credit Facility or the Restructuring Loan Facility. It shall not be unreasonable for a Lender to withhold or delay its consent if the Additional Borrower is domiciled in a jurisdiction which would cause the Lender to breach any law or regulation or any internal rule or policy of such Lender.
(e) The Lenders may impose such limitations on the ability of an Additional Borrower to borrow under any Facility as they deem reasonably necessary.
(f) In the case of an Additional Borrower, until the Facility Agent notifies the other Finance Parties and the Company that those documents and evidence are in form and substance satisfactory to it (acting reasonably), that Additional Borrower ma...
Additional Obligors. The initial Obligors hereunder shall be such of the Obligors as are signatories hereto as of the date hereof. From time to time subsequent to the date hereof, additional Obligors, as required by the Credit Agreement or the other Loan Documents, may become parties hereto, as additional Obligors (each, an “Additional Obligor”), by executing and delivering a joinder agreement substantially in the form set forth in Exhibit A hereto (the “Joinder”). Upon delivery of the Joinder to Agent, notice of which is hereby waived by any other Obligor, each such Additional Obligor shall be an Obligor and shall be as fully a party hereto as if such Additional Obligor were an original signatory hereof. Each Obligor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Obligor hereunder. This Agreement shall be fully effective as to any Obligor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be an Obligor hereunder.
Additional Obligors. (a) Amend Clause 28.8(b) (Additional Obligors) and 28.8(d) (Additional Obligors) to delete “or (ii)”.
(b) Amend Clause 28.8(c)(i) to insert “under that Facility” immediately after “Majority Lenders”.
(c) ▇▇▇▇▇▇ ▇▇▇▇▇▇ 28.8(c)(iv).
Additional Obligors. Each Subsidiary of the Borrower that is required to become a party to this Guarantee pursuant to Section 10.10 of the Credit Agreement shall become a Guarantor, with the same force and effect as if originally named as a Guarantor herein, for all purposes of this Guarantee upon execution and delivery by such Subsidiary of a supplement in the form of Annex A hereto or such other form reasonably satisfactory to the Collateral Agent (each an “Assumption Agreement”). The execution and delivery of any instrument adding an additional Guarantor as a party to this Guarantee shall not require the consent of any other Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Guarantee
Additional Obligors. As contemplated in Section 6.07 of the Credit Agreement, any new Subsidiaries of the Borrower formed or acquired by the Borrower after the date hereof may become a "Subsidiary Guarantor" under the Credit Agreement and under this Agreement, by executing and delivering to the Administrative Agent a Guarantee Assumption Agreement in the form of Exhibit F to the Credit Agreement. Accordingly, upon the execution and delivery of any such Guarantee Assumption Agreement by any such Subsidiary, such new Subsidiary shall automatically and immediately, and without any further action on the part of any Person, become a "Subsidiary Guarantor" for all purposes of this Agreement, and each of the Annexes hereto shall be supplemented in the manner specified in such Guarantee Assumption Agreement.
Additional Obligors. The Company shall cause each Subsidiary that becomes an Obligor or is required by any Secured Debt Document to become a party to this Agreement to become a party to this Agreement, for all purposes of this Agreement, by causing such subsidiary to execute and deliver to the parties hereto a Collateral Trust Joinder, whereupon such subsidiary shall be bound by the terms hereof to the same extent as if it had executed and delivered this Agreement as of the date hereof. The Company agrees to provide each Secured Debt Representative with a copy of each Collateral Trust Joinder executed and delivered pursuant to this Section.
Additional Obligors. (a) The Company must, by giving not less than 10 Business Days’ prior notice to the Facility Agent, notify the Facility Agent (which must promptly notify the Lenders) of its intention to request one of its wholly-owned Subsidiaries to become an Additional Obligor.
(b) If the accession of an Additional Obligor requires any Finance Party to carry out know your customer requirements in circumstances where the necessary information is not already available to it, the Company must promptly on request by any Finance Party supply to that Finance Party any documentation or other evidence which is reasonably requested by that Finance Party (whether for itself, on behalf of any Finance Party or any prospective new Lender) to enable a Finance Party or prospective new Lender to carry out and be satisfied with the results of all applicable know your customer requirements.
(c) The Company must ensure that any person required under this Agreement to become an Obligor supplies to the Facility Agent all of the documents and evidence set out in Part 3 of Schedule 2 (Conditions precedent documents) in form and substance satisfactory to it.
(d) The relevant Subsidiary will become an Additional Obligor on the date of the Obligor Accession Agreement executed by it.
(e) The Company must comply with its obligations under paragraph (a) above, if the relevant person is an Additional Borrower, before the Additional Borrower may use any Facility.
(f) The Lenders may impose any limitation on the ability of an Additional Borrower to borrow under any Facility which they deem reasonably necessary.
(g) The prior consent of all the Lenders is required if the Additional Borrower is:
(i) not incorporated in a jurisdiction which is the same as the jurisdiction of incorporation of one of the Original Borrowers; or
(ii) an Additional Borrower whose Borrower’s Tax Jurisdiction is not the same as that of one of the Original Borrowers.
(h) In the case of an Additional Borrower, until the Facility Agent notifies the other Finance Parties and the Company that those documents and evidence are in form and substance satisfactory to it, that Additional Borrower may not use any Facility. The Facility Agent must give this notification as soon as reasonably practicable after receipt of such documents and evidence in form and substance satisfactory to it.
(i) Delivery of an Obligor Accession Agreement, executed by the relevant Subsidiary and the Company, to the Facility Agent constitutes confirmation by tha...
Additional Obligors. Each Subsidiary of the Borrower that is required to become a party to this Guaranty pursuant to Section 4.06 of the Credit Agreement shall become an Obligor for all purposes of this Guaranty upon execution and delivery by such Subsidiary of an Assumption Agreement and shall thereafter have the same rights, benefits and obligations as an Obligor party hereto on the date hereof.
Additional Obligors. Any Subsidiary Guarantor may become an Obligor party hereto and bound hereby by executing a counterpart hereof and delivering the same to the Administrative Agent.