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. If the Borrower or any of its Subsidiaries at any time creates or acquires a Subsidiary (other than an Excluded Subsidiary and subject to Section 5.9(c) in the case of any Excluded Foreign Subsidiary) or if any Excluded Subsidiary or Excluded Foreign Subsidiary fails to qualify as such any time after its creation or acquisition:
(a) Concurrently with (and in any event within [***] (or [***] in the event of a Foreign Subsidiary) or in either case such later date as may be agreed upon by the Collateral Agent, after) the creation or direct or indirect acquisition by the Borrower thereof or failure thereof to so qualify, (i) each such Subsidiary will execute and deliver to the Collateral Agent and the Purchasers (A) a joinder to the Guaranty in form and substance satisfactory to the Collateral Agent (B) a joinder to the Security Agreement and an IP Security Agreement in form and substance satisfactory to the Collateral Agent and (C) a Mortgage with respect to any owned interests of such Subsidiary in real property having a value in excess of [***] and (ii) the Borrower will, or will cause the parent Subsidiary that owns the Capital Stock of such Subsidiary to, execute and deliver to the Collateral Agent an amendment or supplement to the Security Agreement pursuant to which all of the Capital Stock of such Subsidiary shall be pledged to the Collateral Agent, together with the certificates, if any, evidencing such Capital Stock, along with undated stock powers duly executed in blank;
(b) Concurrently with (and in any event within [***] (or [***] in the event of a Foreign Subsidiary) or in either case such later date as may be agreed upon by the Collateral Agent, after) the creation or direct or indirect acquisition by the Borrower thereof or failure thereof to so qualify, the Borrower will deliver to the Collateral Agent and the Purchasers:
(i) a written legal opinion of counsel to such Subsidiary addressed to the Collateral Agent and the Purchasers, in form and substance reasonably satisfactory to the Required Purchasers;
(ii) (A) a copy of the articles or certificate of incorporation, certificate of formation or other organizational document of such Subsidiary, certified as of a date that is acceptable to the Collateral Agent by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, (B) a copy of the bylaws, operating agreement or similar governing document of such Subsidiary, certified on behalf of such Subsidiary a...
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 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. 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. 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. 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. The Borrowers may from time to time create or acquire new Subsidiaries 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 any Borrower of any such new 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)."
10. Notwithstanding the execution of this Amendment, all of the indebtedness evidenced by each of the Notes shall remain in full force and effect, as modified hereby, and nothing contained in this Amendment shall be construed to constitute a novation of the indebtedness evidenced by any of the Notes or to release, satisfy, discharge, terminate or otherwise affect or impair in any manner whatsoever (a) the validity or enforceability of the indebtedness evidenced by any of the Notes; (b) the liens, security interests, assignments and conveyances effected by the Agreement or the Loan Documents, or the priority thereof; (c) the liability of any maker, endorser, surety, guarantor or other person that may now or hereafter be liable under or on account of any of the Notes or the Agreement or the Loan Documents; or (d) any other security or instrument now or hereafter held by the Agent or the Lenders as security for or as evidence of any of the above-described indebtedness.
11. All references in the Loan Documents to "Credit Agreement" shall refer to the Agreement as amended by this Amendment, and as the Agreement may be further amended from time to time.
Creation or Acquisition of Subsidiaries. The 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 the Borrower may create or acquire new Wholly-Owned Subsidiaries in connection with Permitted Acquisitions or otherwise as permitted under Section 10.02, provided that:
