Common use of Borrower Subsidiaries Clause in Contracts

Borrower Subsidiaries. Unless otherwise agreed to by the Bank, the Borrowers shall, immediately upon any Investment in a new Subsidiary permitted under this Agreement, revise SCHEDULE 4(j) hereto to reflect the formation or acquisition of each new Subsidiary and shall cause each new Subsidiary in which any Borrower invests immediately upon such Investment, to execute and deliver to the Bank, an Instrument of Adherence (Credit Agreement), in substantially the form of EXHIBIT G attached hereto (an "Instrument of Adherence") together with a legal opinion and other documents and instruments necessary to demonstrate the due authorization, execution and delivery by such new Subsidiary of such Instrument of Adherence (Credit Agreement), including (i) resolutions of the board of Directors or equivalent body of such new Subsidiary and the charter and by-laws (or the equivalent thereof) of such new Subsidiary, certified by an officer of such new Subsidiary, (ii) a good standing certificate of such new Subsidiary in its jurisdiction of incorporation, (iii) a certificate of the secretary or an assistant secretary of such new Subsidiary certifying the names and true signatures of the officers of such new Subsidiary authorized to sign the Instrument of Adherence (Credit Agreement), and a Security Agreement and related Perfection Certificate in the form of EXHIBIT C hereto, and (iv) such other documents as the Bank may reasonably request. Upon delivery of the aforementioned documents, such new Subsidiary shall become a Borrowing Subsidiary and a Borrower hereunder and, except as otherwise agreed to by the Bank, shall comply with and be bound by all of the terms and conditions of the Loan Documents as a Borrower thereunder, and the Borrowers shall cause such new Subsidiary to take all actions which it would have been required to make or take had it been a Borrowing Subsidiary and a Borrower on the Closing Date, including making all representations and warranties as a Borrower under each of the Loan Documents.

Appears in 1 contract

Sources: Revolving Credit Agreement (Eltrax Systems Inc)

Borrower Subsidiaries. Unless otherwise agreed to by the Bank, the Borrowers shall, immediately upon any Investment in a new Subsidiary permitted under this Agreement, revise SCHEDULE 4(j) hereto to reflect the formation or acquisition of each new Subsidiary and shall cause each new Subsidiary in which any Borrower invests immediately upon such Investment, to execute and deliver to the Bank, an Instrument of Adherence (Credit Agreement), in substantially the form of EXHIBIT G H attached hereto (an "Instrument of Adherence") together with a legal opinion and other documents and instruments necessary to demonstrate the due authorization, execution and delivery by such new Subsidiary of such Instrument of Adherence (Credit Agreement), including (i) resolutions of the board of Directors or equivalent body of such new Subsidiary and the charter and by-laws (or the equivalent thereof) of such new Subsidiary, certified by an officer of such new Subsidiary, (ii) a good standing certificate of such new Subsidiary in its jurisdiction of incorporation, (iii) a certificate of the secretary or an assistant secretary of such new Subsidiary certifying the names and true signatures of the officers of such new Subsidiary authorized to sign the Instrument of Adherence (Credit Agreement), and a Security Agreement and related Perfection Certificate in the form of EXHIBIT C hereto, and (iv) such other documents as the Bank may reasonably request, including without limitation a pledge to the Bank of all of the capital stock of such Subsidiary. Upon delivery of the aforementioned documents, such new Subsidiary shall become a Borrowing Subsidiary and a Borrower hereunder and, except as otherwise agreed to by the Bank, shall comply with and be bound by all of the terms and conditions of the Loan Documents as a Borrower thereunder, and the Borrowers shall cause such new Subsidiary to take all actions which it would have been required to make or take had it been a Borrowing Subsidiary and a Borrower on the Closing Date, including making all representations and warranties as a Borrower under each of the Loan Documents.

Appears in 1 contract

Sources: Credit Agreement (Eltrax Systems Inc)