Creation or Acquisition of Subsidiaries. Subject to the provisions of SECTION 8.6, the Borrower may from time to time create or acquire new Wholly Owned Subsidiaries in connection with Permitted Acquisitions or otherwise, and the Wholly Owned Subsidiaries of the Borrower may create or acquire new Wholly Owned Subsidiaries, provided that:
(a) Concurrently with the creation or direct or indirect acquisition by the Borrower thereof, each such new Wholly Owned Subsidiary (unless such Subsidiary is a Designated Non-Guarantor Subsidiary) will execute and deliver to the Agent (i) a joinder to the Subsidiary Guaranty, pursuant to which such new Wholly Owned Subsidiary shall become a guarantor thereunder and shall agree to guarantee the payment in full of the Obligations of the Borrower under this Agreement and the other Credit Documents, and (ii) a joinder to the Subsidiary Pledge and Security Agreement, pursuant to which such new Wholly Owned Subsidiary shall grant to the Agent a first priority Lien upon and security interest in its accounts receivable, inventory, equipment, general intangibles and other personal property as Collateral for its obligations under the Subsidiary Guaranty, subject only to Permitted Liens;
(b) Concurrently with the creation or acquisition of any new Wholly Owned Subsidiary the Capital Stock of which is directly owned by the Borrower, the Borrower will execute and deliver to the Agent an amendment or supplement to the Borrower Pledge and Security Agreement, pursuant to which all of the Capital Stock of such new Wholly Owned Subsidiary and any promissory notes from such new Wholly Owned Subsidiary to the Borrower shall be pledged to the Agent, together with the certificates evidencing such Capital Stock and undated stock powers duly executed in blank and any such promissory notes duly endorsed in blank; and concurrently with the creation or acquisition of any new Wholly Owned Subsidiary the Capital Stock of which is directly owned by another Wholly Owned Subsidiary (the "Parent Subsidiary"), the Parent Subsidiary will execute and deliver to the Agent a joinder, amendment or supplement (as applicable) to the Subsidiary Pledge and Security Agreement, pursuant to which all of the Capital Stock of such new Wholly Owned Subsidiary and any promissory notes from such new Wholly Owned Subsidiary to the Parent Subsidiary shall be pledged to the Agent, together with the certificates evidencing such Capital Stock and undated stock powers duly executed in blank and any such promissory not...
Creation or Acquisition of Subsidiaries. Subject to the provisions of Sections 5.10 and 7.5, the Borrower may from time to time create or acquire new Wholly Owned Subsidiaries in connection with Permitted Acquisitions or otherwise, and the Wholly Owned Subsidiaries of the Borrower may create or acquire new Wholly Owned Subsidiaries, provided that concurrently with (and in any event within ten (10) Business Days after or such later time approved by the Administrative Agent) the creation or direct or indirect acquisition thereof, each such new Subsidiary will execute and deliver to the Administrative Agent a joinder to the Guaranty, pursuant to which such new Subsidiary shall become a guarantor thereunder and shall guarantee the payment in full of the Obligations of the Borrower under this Agreement and the other Credit Documents; provided that no Foreign Subsidiary shall be required to provide a guaranty to the extent (and for as long as) doing so would cause any adverse tax or regulatory consequences to the Borrower, and provided further that for any Subsidiary created for the sole purpose of making a Permitted Acquisition and so long as such Subsidiary has no assets, the Borrower shall not be required to comply with this Section 5.11 until the consummation of such Permitted Acquisition.
Creation or Acquisition of Subsidiaries. The Borrowers may --------------------------------------- from time to time create or acquire new Subsidiaries in connection with permitted acquisitions allowed under Section 7.7(15) or otherwise in accordance with this Agreement, provided that neither the aggregate fair market value at -------- any time of the assets of all Subsidiaries that are Immaterial Subsidiaries at such time, nor the aggregate gross revenues (determined for the most recently ended period of twelve consecutive fiscal months) of all Subsidiaries that are Immaterial Subsidiaries at such time, shall exceed $4,000,000, and provided -------- further that promptly (and in any event within fifteen (15) Business Days) after ------- the creation or direct or indirect acquisition by any Borrower of any such new Subsidiary (or, if such new Subsidiary is an Immaterial Subsidiary when so created or acquired, promptly (and in any event within fifteen (15) Business Days) after such new Subsidiary ceases to be an Immaterial Subsidiary ), such new Subsidiary will execute and deliver to the Agent an Assumption Agreement and all other documents necessary to cause it to become jointly and severally liable for all the Credit Obligations (subject to the limitations provided in the Assumption Agreement).
Creation or Acquisition of Subsidiaries. Subject to the provisions of Section 5.10, the Borrower may from time to time create or acquire new Wholly Owned Subsidiaries in connection with Permitted Acquisitions or otherwise, and the Wholly Owned Subsidiaries of the Borrower may create or acquire new Wholly Owned Subsidiaries, provided that concurrently with (and in any event within ten (10) Business Days after or such later time approved by the Administrative Agent) the creation or direct or indirect acquisition by the Borrower thereof, each such new Subsidiary will execute and deliver to the Administrative Agent a joinder to the Guaranty, pursuant to which such new Subsidiary shall become a guarantor thereunder and shall guarantee the payment in full of the Obligations of the Borrower under this Agreement and the other Credit Documents; provided that no Foreign Subsidiary shall be required to provide a guaranty to the extent (and for as long as) doing so would cause any adverse tax or regulatory consequences to the Borrower.
Creation or Acquisition of Subsidiaries. Subject to the provisions of Section 7.5, the Borrower may from time to time create or acquire new Wholly Owned Subsidiaries in connection with Permitted Acquisitions or otherwise, and the Wholly Owned Subsidiaries of the Borrower may create or acquire new Wholly Owned Subsidiaries, provided that concurrently with (and in any event within ten (10) Business Days thereafter) the creation or direct or indirect acquisition by the Borrower or a Subsidiary thereof, each such new Subsidiary will execute and deliver to the Administrative Agent a joinder to the Subsidiary Guaranty, pursuant to which such new Subsidiary shall become a party thereto and shall guarantee the payment in full of the Obligations of the Borrower under this Agreement and the other Credit Documents.
Creation or Acquisition of Subsidiaries. The Borrower may from time to time create or acquire new Subsidiaries in connection with permitted acquisitions allowed under Section 7.8(15) or otherwise in accordance with this Agreement, provided that promptly (and in any event within fifteen (15) Business Days) after the creation or direct or indirect acquisition by the Borrower of any such new Subsidiary, such new Subsidiary will execute and deliver to the Lender a Guaranty Agreement in the form customarily used by the Lender in similar transactions and all such other documents necessary to cause it to guaranty all the Credit Obligations.
Creation or Acquisition of Subsidiaries. Subject to the provisions of Section 9(e), the Company may from time to time create or acquire new Subsidiaries or new Wholly Owned and the Wholly Owned Subsidiaries of the Company may create or acquire new Wholly Owned Subsidiaries, provided that concurrently with (and in any event within 15 Business Days thereafter) the creation or direct or indirect acquisition by the Company thereof, each such new Subsidiary (a "Subsidiary Guarantor") will execute and deliver to the Purchaser a guaranty ("Guaranty"), or a joinder thereto, substantially in the form of Exhibit 7(i) pursuant to which new Subsidiary shall become a party thereto and shall guarantee the payment in full of the Note.
Creation or Acquisition of Subsidiaries. Borrower may from time to time create or acquire new Wholly-Owned Subsidiaries in connection with Permitted Acquisitions or otherwise as permitted under Section 10.02, and the Wholly-Owned Subsidiaries of Borrower may create or acquire new Wholly-Owned Subsidiaries in connection with Permitted Acquisitions or otherwise as permitted under Section 10.02, provided that:
Creation or Acquisition of Subsidiaries. Subject to the provisions of Section 8.5, the Borrower may from time to time create or acquire new Wholly Owned Subsidiaries in connection with Permitted Acquisitions or otherwise, and the Wholly Owned Subsidiaries of the Borrower may create or acquire new Wholly Owned Subsidiaries, provided that concurrently with (and in any event within ten (10) Business Days thereafter) the creation or direct or indirect acquisition by the Borrower thereof, each such new Subsidiary will execute and deliver to the Agent a joinder to the Subsidiary Guaranty, pursuant to which such new Subsidiary shall become a party thereto and shall guarantee the payment in full of the Obligations of the Borrower under this Agreement and the other Credit Documents.
Creation or Acquisition of Subsidiaries. Subject to the provisions of SECTION 8.5, the Borrower may from time to time create or acquire new Wholly Owned Subsidiaries in connection with Permitted Acquisitions or otherwise, and the Wholly Owned Subsidiaries of the Borrower may create or acquire new Wholly Owned Subsidiaries, provided that, concurrently with (and in any event within ten (10) Business Days thereafter) the creation or direct or indirect acquisition by the Borrower thereof, each such new Subsidiary will execute and deliver to the Agent (i) a joinder to the Subsidiary Guaranty, pursuant to which such new Subsidiary shall become a party thereto and shall guarantee the payment in full of the Obligations of the Borrower under this Agreement and the other Credit Documents, and (ii) any other documents, certificates and opinions as the Agent may reasonably request in connection therewith; provided, however that any such new Subsidiary having less than $200,000 of assets and less than $200,000 of projected annual revenue shall not be required to comply with clause (i) of the foregoing proviso until the date that the next Compliance Certificate is required to be delivered pursuant to SECTION 6.2(a). Notwithstanding the foregoing, except as may be reasonably 55 62 required by the Required Lenders, no newly created or acquired Subsidiary shall be required to become a Subsidiary Guarantor for so long as both the assets and annual revenue of such Subsidiary are each less than $10,000.
