Common use of Creation or Acquisition of New Subsidiaries Clause in Contracts

Creation or Acquisition of New Subsidiaries. The Borrower and its Subsidiaries may from time to time create or acquire new Subsidiaries, provided that, at any time promptly upon request by the Agent (and in any event, with respect to any new Subsidiary that is created or acquired in connection with a Physician Transaction or that receives proceeds of any Borrowings, prior to or concurrently with satisfaction of the conditions set forth in clauses (y) and (z) of clause (i) below or, if earlier, the consummation of such Physician Transaction), (i) each such new Subsidiary (y) having assets with a gross value (determined in accordance with Generally Accepted Accounting Principles) in excess of $100,000, and (z) having commenced the conduct of an active business, will execute and deliver to the Agent (with sufficient copies for each Lender) an amendment or supplement to the Guaranty Agreement, Guarantors' Security Agreement if such Subsidiary owns any property of the type covered thereby and such other documents to effectuate the foregoing as may be reasonably requested by the Required Lenders, including without limitation Financing Statements, each in form and substance satisfactory to the Agent, pursuant to which such new Subsidiary shall become a party thereto, (ii) the Borrower will execute and deliver to the Agent (with sufficient copies for each Lender) an amendment or supplement to the Security Agreement, in form and substance satisfactory to the Agent, pursuant to which all of the capital stock or other ownership interests of such new Subsidiary that is directly or indirectly owned by the Borrower shall be pledged to the Agent under the Security Agreement, together with the certificates representing such capital stock or other ownership interests and stock powers duly executed in blank, and (iii) the Borrower will cause each such new Subsidiary to execute and deliver, and will cause to be delivered, all documentation of the type described in SECTIONS 3.1(A)(VII) and (VIII) as such new Subsidiary would have had to deliver were it a Subsidiary on the Closing Date.

Creation or Acquisition of New Subsidiaries. The Borrower and its Subsidiaries may from time to time create or acquire new Subsidiaries, provided that, at any time promptly upon request by the Administrative Agent (and in any event, with respect to any new Subsidiary that is created or acquired in connection with a Physician Transaction or that receives proceeds of any Borrowings, prior to or concurrently with satisfaction of the conditions set forth in clauses (y) and (z) of clause (i) below or, if earlier, the consummation of such Physician Transaction), (i) each such new Subsidiary (y) having assets with a gross value (determined in accordance with Generally Accepted Accounting Principles) in excess of $100,000, and (z) having commenced the conduct of an active business, will execute and deliver to the Administrative Agent (with sufficient copies for each Lender) an amendment or supplement to the Guaranty Agreement, Guarantors' Security Agreement if such Subsidiary owns any property of the type covered thereby and such other documents to effectuate the foregoing as may be reasonably requested by the Required Lenders, including without limitation Financing Statements, each in form and substance satisfactory to the Administrative Agent, pursuant to which such new Subsidiary shall become a party thereto, (ii) the Borrower will execute and deliver to the Administrative Agent (with sufficient copies for each Lender) an amendment or supplement to the Security Agreement, in form and substance satisfactory to the Administrative Agent, pursuant to which all of the capital stock or other ownership interests of such new Subsidiary that is directly or indirectly owned by the Borrower shall be pledged to the Administrative Agent under the Security Agreement, together with the certificates representing such capital stock or other ownership interests and stock powers duly executed in blank, and (iii) the Borrower will cause each such new Subsidiary to execute and deliver, and will cause to be delivered, all documentation of the type described in SECTIONS 3.1(A)(VII) and (VIII) as such new Subsidiary would have had to deliver were it a Subsidiary on the Closing Date. Notwithstanding the foregoing, with respect to any special purpose Subsidiary organized in connection with a Permitted Asset Securitization, the Borrower and such Subsidiary shall not be required to comply with the provisions in clause (I) above.

Creation or Acquisition of New Subsidiaries. The Borrower and its Subsidiaries may from time to time create or acquire new Subsidiaries, provided that, at any time promptly upon request by the Agent (and in any event, with respect to any new Subsidiary that is created or acquired in connection with a Physician Transaction or that receives proceeds of any Borrowings, prior to or concurrently with satisfaction of the conditions set forth in clauses (y) and (z) of clause (i) below or, if earlier, the consummation of such Physician Transaction), (i) each such new Restricted Subsidiary (y) having assets with a gross value (determined in accordance with Generally Accepted Accounting Principles) in excess of $100,00050,000 (or upon obtaining assets, and (z) having commenced including but not limited to the conduct proceeds of investments, loans, or other contributions from the Borrower or another Subsidiary, in excess of $50,000 in the case of an active business, existing Subsidiary which previously had assets with a gross value less than $50,000) will execute and deliver to the Agent (with sufficient copies for each Lender) an amendment or supplement accession to the Guaranty Agreement, Guarantors' in form and substance satisfactory to the Agent, pursuant to which such new Restricted Subsidiary shall become a party thereto, as well as an amendment or accession to the Guarantor Security Agreement if such Subsidiary owns any property of and the type covered thereby Guarantor Pledge Agreement and such other documents to effectuate the foregoing as may be reasonably requested by the Required Lenders, including without limitation Financing Statements, each in form and substance satisfactory to the Agent, pursuant to which such new Restricted Subsidiary shall become a party theretosecure its obligations under the Guaranty Agreement by first priority, perfected security interests in all of its assets, subject only to Permitted Liens, (ii) the Borrower will execute and deliver to the Agent (with sufficient copies for each Lender) an amendment or supplement to the Security Pledge Agreement, in form and substance satisfactory to the Agent, pursuant to which all of the capital stock or other ownership interests of such new Restricted Subsidiary that is directly or indirectly owned by the Borrower shall be pledged to the Agent under the Security Pledge Agreement, together with the certificates representing such capital stock or other ownership interests and stock powers duly executed in blank, and (iii) the Borrower will cause each such new Restricted Subsidiary to execute and deliver, and will cause to be delivered, all documentation of the type described in SECTIONS 3.1(A)(VII3.2.2(B) and through (VIIIG) as such new Restricted Subsidiary would have had to deliver were it a Restricted Subsidiary on the Closing Date.

Creation or Acquisition of New Subsidiaries. The Borrower and its Subsidiaries may from time to time create or acquire new SubsidiariesSubsidiaries subject to the terms of this Agreement, provided that, at any time promptly upon request by the Agent (and in any event, with respect to any new Subsidiary that is created or acquired in connection with a Physician Transaction or that receives proceeds of any Borrowings, prior to or concurrently with satisfaction of the conditions set forth in clauses (y) and (z) of clause (i) below or, if earlier, the consummation of such Physician Transaction), (i) each such new Subsidiary (ywhich shall exclude Permitted Joint Ventures constituting Non-Wholly Owned Subsidiaries (other than the Palestine Limited Partnership) for purposes of this SECTION 5.11) having assets with a gross value (determined in accordance with Generally Accepted Accounting Principles) in excess of $100,000100,000 (or upon obtaining assets, and (z) having commenced including but not limited to the conduct proceeds of Investments, loans, or other distributions from the Borrower or another Subsidiary, in excess of $100,000 in the case of an active business, existing Subsidiary which previously had assets with a gross value less than $100,000) will execute and deliver to the Agent (with sufficient copies for each Lender) an amendment or supplement accession to the Guaranty Agreement (pursuant to which such new Subsidiary shall become a party thereto), an amendment or accession to the Security and Pledge Agreement, Guarantors' Security Agreement if such Subsidiary owns any property of the type covered thereby and such other documents to effectuate the foregoing as may be reasonably requested by the Required Lenders, including without limitation Financing Statements, each certificates of title, stock certificates and other documents reasonably required by the Agent, all in form and substance satisfactory to the Agent, pursuant to which such new Subsidiary shall become a party theretosecure its obligations under the Guaranty Agreement by first priority, perfected security interests in all Stock, Interests and promissory notes owned by such Subsidiary, subject only to Permitted Liens, (ii) the Borrower and/or the other Guarantors will execute and deliver to the Agent (with sufficient copies for each Lender) an amendment or supplement to the Security and Pledge Agreement, in form and substance satisfactory to the Agent, pursuant to which all of the capital stock Stock or other ownership interests Interests of such new Subsidiary (including Permitted Joint Ventures) that is directly or indirectly owned by the Borrower shall be pledged to the Agent under the Security and Pledge Agreement, together with the certificates representing such capital stock Stock or other ownership interests Interests and stock powers duly executed in blank, and (iii) the Borrower will cause each such new Subsidiary to execute and deliver, and will cause to be delivered, all documentation of the type described in SECTIONS 3.1(A)(VII3.2.2(b), 3.2.2(c), 3.2.2(d) and (VIII3.2.2(E) as such new Subsidiary would have had to deliver were it a Subsidiary on the Closing Amendment Effective Date; provided, that Permitted Joint Ventures constituting Non-Wholly Owned Subsidiaries shall be identified by the Borrower to the Agent as a Permitted Joint Venture and shall only be required to provide documentation of the type described in SECTIONS 3.2.2(b), 3.2.2(c) and 3.2.2(E).

Creation or Acquisition of New Subsidiaries. The Borrower and its Subsidiaries may from time to time create or acquire new Subsidiaries, provided that, at any time promptly upon request by the Agent (and in any event, with respect to any new Subsidiary that is created or acquired in connection with a Physician Transaction Permitted Acquisition or that receives proceeds of any Borrowings, prior to or concurrently with satisfaction of the conditions set forth in clauses (y) and (z) of clause (i) below or, if earlier, the consummation of such Physician TransactionPermitted Acquisition), (i) each such new Subsidiary (y) having assets with a gross value (determined in accordance with Generally Accepted Accounting Principles) in excess of $100,00025,000, and (z) having commenced the conduct of an active business, will execute and deliver to the Agent (with sufficient copies for each Lender) an amendment or supplement to the Guaranty Agreement, Guarantors' Security Agreement if such Subsidiary owns any property of the type covered thereby and such other documents to effectuate the foregoing Guaranty Documents as may be reasonably requested by the Required Lenders, including without limitation Financing Statements, each in form and substance satisfactory to the Agent, pursuant to which such new Subsidiary shall become a party thereto, (ii) the Borrower or any Subsidiary that is the parent of such new Subsidiary, as applicable, will execute and deliver to the Agent (with sufficient copies for each Lender) an amendment or supplement to the Security Pledge Agreement or the Subsidiary Pledge Agreement, in form and substance satisfactory to the Agent, pursuant to which all of the capital stock or other ownership interests of such new Subsidiary that is directly or indirectly owned by the Borrower or such parent Subsidiary shall be pledged to the Agent under the Security Pledge Agreement or the Subsidiary Pledge Agreement, together with the certificates representing such capital stock or other ownership interests and stock powers duly executed in blank, and (iii) the Borrower will cause each such new Subsidiary to execute and deliver, and will cause to be delivered, all documentation of the type described in SECTIONS 3.1(A)(VIISections 3.2.2(b), (c) and (VIIId) as such new Subsidiary would have had to deliver were it a Subsidiary on the Closing Date. In addition, with respect to any newly created or acquired Foreign Subsidiary, the Borrower shall cause to be delivered an opinion of counsel in form and substance satisfactory to the Agent and each Lender regarding the due organization of such Foreign Subsidiary and the due authorization, execution and enforceability of the Loan Documents related thereto. The Borrower will provide the Agent with written notice concurrently with or prior to the creation or acquisition of any new Subsidiary that is required to become a Guarantor pursuant to this Section 5.13.

Creation or Acquisition of New Subsidiaries. The Borrower and its Subsidiaries may from time to time create or acquire new SubsidiariesSubsidiaries subject to the terms of this Agreement, provided that, at any time promptly upon request by the Agent (and in any event, with respect to any new Subsidiary that is created or acquired in connection with a Physician Transaction or that receives proceeds of any Borrowings, prior to or concurrently with satisfaction of the conditions set forth in clauses (y) and (z) of clause (i) below or, if earlier, the consummation of such Physician Transaction), (i) each such new Subsidiary (ywhich shall exclude Permitted Joint Ventures constituting Non-Wholly Owned Subsidiaries (other than the Palestine Limited Partnership) for purposes of this SECTION 5.11) having assets with a gross value (determined in accordance with Generally Accepted Accounting Principles) in excess of $100,000100,000 (or upon obtaining assets, and (z) having commenced including but not limited to the conduct proceeds of Investments, loans, or other distributions from the Borrower or another Subsidiary, in excess of $100,000 in the case of an active businessexisting Subsidiary which previously had assets with a gross value less than $100,000) will execute and deliver to the Agent (with sufficient copies for each Lender) an amendment or accession to the Guaranty Agreement (pursuant to which such new Subsidiary shall become a party thereto), an amendment or accession to the Pledge Agreement, Financing Statements, certificates of title, stock certificates and other documents reasonably required by the Agent, all in form and substance satisfactory to the Agent, pursuant to which such new Subsidiary shall secure its obligations under the Guaranty Agreement by first priority, perfected security interests in all Capital Stock and Pledged Debt owned by such Subsidiary, subject only to Permitted Liens, (ii) the Borrower and/or the other Guarantors will execute and deliver to the Agent (with sufficient copies for each Lender) an amendment or supplement to the Guaranty Agreement, Guarantors' Security Agreement if such Subsidiary owns any property of the type covered thereby and such other documents to effectuate the foregoing as may be reasonably requested by the Required Lenders, including without limitation Financing Statements, each in form and substance satisfactory to the Agent, pursuant to which such new Subsidiary shall become a party thereto, (ii) the Borrower will execute and deliver to the Agent (with sufficient copies for each Lender) an amendment or supplement to the Security Pledge Agreement, in form and substance satisfactory to the Agent, pursuant to which all of the capital stock or other ownership interests Capital Stock of such new Subsidiary (including Permitted Joint Ventures) that is directly or indirectly owned by the Borrower shall be pledged to the Agent under the Security Pledge Agreement, together with the certificates representing such capital stock or other ownership interests Capital Stock and stock powers duly executed in blank, and (iii) the Borrower will cause each such new Subsidiary to execute and deliver, and will cause to be delivered, all documentation of the type described in SECTIONS 3.1(A)(VII3.1.2(B), 3.1.2(C), 3.1.2(D) and (VIII3.1.2(E) as such new Subsidiary would have had to deliver were it a Subsidiary on the Closing Amendment Effective Date; provided, that Permitted Joint Ventures constituting Non-Wholly Owned Subsidiaries shall be identified by the Borrower to the Agent as a Permitted Joint Venture and shall only be required to provide documentation of the type described in SECTIONS 3.1.2(B), 3.1.2(C) and 3.1.2(E).

Creation or Acquisition of New Subsidiaries. The Borrower and its Subsidiaries may from time to time create or acquire new SubsidiariesSubsidiaries subject to the terms of this Agreement, provided that, at any time promptly upon request by the Agent (and in any event, with respect to any new Subsidiary that is created or acquired in connection with a Physician Transaction or that receives proceeds of any Borrowings, prior to or concurrently with satisfaction of the conditions set forth in clauses (y) and (z) of clause (i) below or, if earlier, the consummation of such Physician Transaction), (i) each such new Subsidiary (y) having assets with a gross value (determined in accordance with Generally Accepted Accounting Principles) in excess of $100,000100,000 (or upon obtaining assets, and (z) having commenced including but not limited to the conduct proceeds of Investments, loans, or other distributions from the Borrower or another Subsidiary, in excess of $100,000 in the case of an active business, existing Subsidiary which previously had assets with a gross value less than $100,000) will execute and deliver to the Agent (with sufficient copies for each Lender) an amendment or supplement accession to the Guaranty Agreement (pursuant to which such new Subsidiary shall become a party thereto), an amendment or accession to the Security and Pledge Agreement, Guarantors' Security Agreement if such Subsidiary owns any property of the type covered thereby and such other documents to effectuate the foregoing as may be reasonably requested by the Required Lenders, including without limitation Financing Statements, each certificates of title, stock certificates and other documents reasonably required by the Agent, all in form and substance satisfactory to the Agent, pursuant to which such new Subsidiary shall become a party theretosecure its obligations under the Guaranty Agreement by first priority, perfected security interests in all Stock, Interests and promissory notes owned by such Subsidiary, subject only to Permitted Liens, (ii) the Borrower and/or the other Guarantors will execute and deliver to the Agent (with sufficient copies for each Lender) an amendment or supplement to the Security and Pledge Agreement, in form and substance satisfactory to the Agent, pursuant to which all of the capital stock Stock or other ownership interests Interests of such new Subsidiary that is directly or indirectly owned by the Borrower shall be pledged to the Agent under the Security and Pledge Agreement, together with the certificates representing such capital stock Stock or other ownership interests Interests and stock powers duly executed in blank, and (iii) the Borrower will cause each such new Subsidiary to execute and deliver, and will cause to be delivered, all documentation of the type described in SECTIONS 3.1(A)(VII3.2.2(B) and (VIII3.2.2(C) and 3.2.2(D) as such new Subsidiary would have had to deliver were it a Subsidiary on the Closing Amendment Effective Date.

Creation or Acquisition of New Subsidiaries. The Borrower and its Subsidiaries may from time to time create or acquire new SubsidiariesSubsidiaries subject to the terms of this Agreement, provided that, at any time promptly upon request by the Agent (and in any event, with respect to any new Subsidiary that is created or acquired in connection with a Physician Transaction or that receives proceeds of any Borrowings, prior to or concurrently with satisfaction of the conditions set forth in clauses (y) and (z) of clause (i) below or, if earlier, the consummation of such Physician Transaction), (i) each such new Subsidiary (y) having assets with a gross value (determined in accordance with Generally Accepted Accounting Principles) in excess of $100,000100,000 (or upon obtaining assets, and (z) having commenced including but not limited to the conduct proceeds of Investments, loans, or other distributions from the Borrower or another Subsidiary, in excess of $100,000 in the case of an active businessexisting Subsidiary which previously had assets with a gross value less than $100,000) will execute and deliver to the Agent (with sufficient copies for each Lender) an amendment or accession to the Guaranty Agreement (pursuant to which such new Subsidiary shall become a party thereto), an amendment or accession to the Security and Pledge Agreement, Financing Statements, certificates of title, stock certificates and other documents reasonably required by the Agent, all in form and substance satisfactory to the Agent, pursuant to which such new Subsidiary shall secure its obligations under the Guaranty Agreement by first priority, perfected security interests in all of its assets, subject only to Permitted Liens, (ii) the Borrower and/or the other Guarantors will execute and deliver to the Agent (with sufficient copies for each Lender) an amendment or supplement to the Guaranty Agreement, Guarantors' Security Agreement if such Subsidiary owns any property of the type covered thereby and such other documents to effectuate the foregoing as may be reasonably requested by the Required Lenders, including without limitation Financing Statements, each in form and substance satisfactory to the Agent, pursuant to which such new Subsidiary shall become a party thereto, (ii) the Borrower will execute and deliver to the Agent (with sufficient copies for each Lender) an amendment or supplement to the Security Pledge Agreement, in form and substance satisfactory to the Agent, pursuant to which all of the capital stock or other ownership interests of such new Subsidiary that is directly or indirectly owned by the Borrower shall be pledged to the Agent under the Security and Pledge Agreement, together with the certificates representing such capital stock or other ownership interests and stock powers duly executed in blank, and (iii) the Borrower will cause each such new Subsidiary to execute and deliver, and will cause to be delivered, all documentation of the type described in SECTIONS 3.1(A)(VII3.2.2(B) through (D) and (VIIISECTION 3.2.2(H), and upon request of the Agent, SECTIONS 3.2.2(E) and 3.2.2(G) as such new Subsidiary would have had to deliver were it a Subsidiary on the Closing Date.

Creation or Acquisition of New Subsidiaries. The Borrower and its Subsidiaries may from time to time create or acquire new Subsidiaries, provided that, at any time promptly upon request by the Agent (and in any event, with respect to any new Subsidiary that is created or acquired in connection with a Physician Transaction Permitted Acquisition or that receives proceeds of any Borrowings, prior to or concurrently with satisfaction of the conditions set forth in clauses (y) and (z) of clause (i) below or, if earlier, the consummation of such Physician TransactionPermitted Acquisition), (i) each such new Subsidiary (y) having assets with a gross value (determined in accordance with Generally Accepted Accounting Principles) in excess of $100,00025,000, and or (z) having commenced the conduct of an active business, will execute and deliver to the Agent (with sufficient copies for each Lender) an amendment or supplement to the Guaranty Agreement, Guarantors' Security Agreement if such Subsidiary owns any property of the type covered thereby and such other documents to effectuate the foregoing Guaranty Documents as may be reasonably requested by the Required Lenders, including without limitation Financing Statements, each in form and substance satisfactory to the Agent, pursuant to which such new Subsidiary shall become a party thereto, (ii) the Borrower or any Subsidiary that is the parent of such new Subsidiary, as applicable, will execute and deliver to the Agent (with sufficient copies for each Lender) an amendment or supplement to the Security Pledge Agreement or the Subsidiary Pledge Agreement, in form and substance satisfactory to the Agent, pursuant to which all of the capital stock or other ownership interests of such new Subsidiary that is directly or indirectly owned by the Borrower or such parent Subsidiary shall be pledged to the Agent under the Security Pledge Agreement or the Subsidiary Pledge Agreement, together with the certificates representing such capital stock or other ownership interests and stock powers duly executed in blank, and (iii) the Borrower will cause each such new Subsidiary to execute and deliver, and will cause to be delivered, all documentation of the type described in SECTIONS 3.1(A)(VIISections 3.2.2(b), (c) and (VIIId) as such new Subsidiary would have had to deliver were it a Subsidiary on the Closing Amendment Effective Date. In addition, with respect to any newly created or acquired Foreign Subsidiary, the Borrower shall cause to be delivered an opinion of counsel in form and substance satisfactory to the Agent and each Lender regarding the due organization of such Foreign Subsidiary and the due authorization, execution and enforceability of the Loan Documents related thereto. The Borrower will provide the Agent with written notice concurrently with or prior to the creation or acquisition of any new Subsidiary that is required to become a Guarantor pursuant to this Section 5.13.