Common use of Formation or Acquisition of Subsidiaries Clause in Contracts

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that a Co-Borrower or any Guarantor form any direct or indirect Subsidiary or acquire any direct or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), such Co-Borrower and such Guarantor shall (a) cause such new Subsidiary that is a Domestic Subsidiary to provide to Bank a joinder to this Agreement to cause such Subsidiary that is a Domestic Subsidiary to become a co-borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank in its reasonable discretion (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary that is a Domestic Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary (or, in the case of a Foreign Subsidiary, sixty-five percent (65%) of the equity interests in such Subsidiary), in form and substance satisfactory to Bank in its reasonable discretion, and (c) provide to Bank all other documentation in form and substance satisfactory to Bank, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 6.13 shall be a Loan Document.”

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that a Co-Borrower or any Guarantor form any direct or indirect Subsidiary or acquire any direct or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), such Co-Borrower and such Guarantor shall (a) cause such new Subsidiary that is a Domestic Subsidiary to provide to Bank a joinder to this Agreement to cause such Subsidiary that is a Domestic Subsidiary to become a co-borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank in its reasonable discretion (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary that is a Domestic Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary (or, in the case of a Foreign Subsidiary, sixty-five percent (65%) of the equity interests in such Subsidiary), in form and substance satisfactory to Bank in its reasonable discretion, and (c) provide to Bank all other documentation in form and substance satisfactory to Bank, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 6.13 shall be a Loan Document.”

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that a Co-Borrower or any Guarantor form forms any direct or indirect Subsidiary or acquire acquires any direct or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), such Co-Borrower and such Guarantor shall (a) cause such new Subsidiary that is a Domestic Subsidiary to provide to Bank Agent a joinder to this Agreement to cause such Subsidiary that is a Domestic Subsidiary to become a co-borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank in its reasonable discretion Agent (including being sufficient to grant Bank Agent a first priority Lien Lien, for the ratable benefit of the Lenders, (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary that is a Domestic Subsidiary), provided that any Foreign Subsidiary shall not be required to become a co-borrower or secured guarantor, (b) provide to Bank Agent appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary (or, in the case of a Foreign Subsidiary, sixty-five percent (65%) of the equity interests in such Subsidiary), in form and substance satisfactory to Bank Agent, provided that, with respect to stock, units, or other evidence of ownership held by Borrower in its reasonable discretionsuch Foreign Subsidiary, Borrower shall not be required to grant or pledge a security interest to Agent in more than sixty-five percent (65.0%) of such stock, units, or other evidence of ownership held by Borrower in such Foreign Subsidiary, and (c) provide to Bank Agent all other documentation in form and substance satisfactory to BankAgent, including one or more opinions of counsel satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 6.13 6.12 shall be a Loan Document.”

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereofherein, at the time that a Co-Borrower any Loan Party or any Guarantor form Subsidiary forms any direct or indirect Subsidiary or acquire acquires any direct or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), such Co-Borrower and such Guarantor shall Closing Date: (a) promptly, and in any event within five (5) days of such formation or acquisition, provide written notice to Lender together with certified copies of the Operating Documents for such Subsidiary, and (b) promptly, and in any event within ten (10) days (or such longer period as granted by Lender in its sole discretion) of such formation or creation: (i) take all such action as may be reasonably required by Lender to cause such new Subsidiary that is a Domestic Subsidiary to either: (A) provide to Bank Lender a joinder to this Agreement pursuant to cause which such Subsidiary that is becomes a Domestic Subsidiary to become a co-borrower hereunder, or (B) guarantee the Obligations of Borrower under the Loan Documents and grant a security interest in and to the collateral of such Subsidiary (substantially as described on Exhibit B), in each case together with such appropriate financing statements and/or Account Control AgreementsAgreements and other documents, instruments and agreements reasonably requested by Lender, all in form and substance satisfactory to Bank in its reasonable discretion Lender (including being sufficient to grant Bank Lender a first priority Lien (Lien, subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary that is a Domestic Subsidiary), (b) provide and to Bank appropriate certificates and powers and financing statements, pledging pledge all of the direct or beneficial ownership interest Equity Interests in such new Subsidiary (or, in the case of a Foreign Subsidiary, sixty-five percent (65%) of the equity interests in such Subsidiary), in form and substance satisfactory to Bank in its reasonable discretion, and (c) provide to Bank all other documentation in form and substance satisfactory to Bank, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 6.13 6.11 shall be a Loan Document.”

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof7.7, at the time that a Co-Borrower or any Guarantor form forms any direct or indirect Subsidiary or acquire acquires any direct or indirect Subsidiary after the Effective Date (includingClosing Date, without limitation, pursuant to a Division), such Co-Borrower and such Guarantor shall (a) cause such new Subsidiary that is a Domestic Subsidiary to provide to Bank Agent a joinder to this Agreement to cause such Subsidiary that is a Domestic Subsidiary to become a co-borrower hereunder, at Agent’s discretion, together with such appropriate financing statements and/or Control Agreementscontrol agreements, all in form and substance reasonably satisfactory to Bank in its reasonable discretion Agent (including being sufficient to grant Bank Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary that is a Domestic Subsidiaryconstituting Collateral), (b) provide to Bank Agent appropriate certificates and powers powers, as applicable, and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary (or, in the case of a Foreign Subsidiary, sixty-five percent (65%) of the equity interests in such Subsidiary)constituting Collateral, in form and substance reasonably satisfactory to Bank in its reasonable discretion, Agent; and (c) provide to Bank Agent all other documentation in form and substance reasonably satisfactory to BankAgent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 6.13 6.12 shall be a Loan Document. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the provisions of this Section 6.12 shall not apply to any newly formed or acquired Subsidiary that is an Excluded Subsidiary.”

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that a Co-Borrower or any Guarantor No Loan Party shall form any direct or indirect Subsidiary or acquire any direct or indirect Subsidiary after the Effective Closing Date without the prior written consent of Lender. If Lender provides its prior written consent to the formation or acquisition of any new Subsidiary, at the time that the applicable Loan Party forms or acquires such new Subsidiary (including, without limitation, pursuant other than with respect to a Division), such Co-Borrower and such Guarantor shall (a) cause any such new Subsidiary that is designated in writing to Lender as an Unrestricted Subsidiary prior to such acquisition or formation), such Loan Party shall simultaneously with such formation or acquisition (or such later date as permitted by Lender), cause (a) such new Subsidiary (i) to be joined as a Domestic Subsidiary Borrower hereunder pursuant to a Joinder to this Agreement or to become a Guarantor of the Obligations, as determined by Lender, and (ii) to provide to Bank Lender a joinder to this Agreement to cause such Subsidiary that is a Domestic Subsidiary to become a co-borrower hereunderthe Guaranty and Security Agreement, in each case, together with such other security agreements, as well as appropriate financing statements and/or Control Agreements(and with respect to all property subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to Bank in its reasonable discretion Lender (including being sufficient to grant Bank Lender a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary that is a Domestic Subsidiary), ; and (b) provide to Bank appropriate certificates Lender all other documentation, including the Governing Documents of such Subsidiary and powers and financing statementsone or more opinions of counsel reasonably satisfactory to Lender, pledging all of the direct or beneficial ownership interest in such new Subsidiary (orwhich, in the case of a Foreign Subsidiaryits opinion, sixty-five percent (65%) of the equity interests in such Subsidiary), in form and substance satisfactory to Bank in its reasonable discretion, and (c) provide to Bank all other documentation in form and substance satisfactory to Bank, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 6.13 5.11 shall be constitute a Loan Document.”

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at At the time that a Co-Borrower or any Guarantor form Subsidiary forms any direct or indirect Subsidiary or acquire acquires any direct or indirect Subsidiary after the Effective Date (includingClosing Date, without limitation, pursuant to a Division), such Co-Borrower and such Guarantor Subsidiary shall (a) cause each such new Subsidiary that is a Domestic Subsidiary to provide to Bank Lender a joinder to this Agreement to cause such Subsidiary that is a Domestic Subsidiary to become a guarantor or co-borrower hereunder, or provide Lender alternative security satisfactory to Lender in its reasonable discretion, together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Bank in its reasonable discretion Lender (including being sufficient to grant Bank Lender a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary that is a Domestic Subsidiary); and/or, in Lender’s reasonable discretion, (b) provide to Bank Lender appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in Shares of such new Subsidiary (or, in the case of a Foreign Subsidiary, sixty-five percent (65%) of the equity interests in such Subsidiary), in form and substance satisfactory to Bank in its reasonable discretionLender; and [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, and (c) provide to Bank all other documentation in form and substance satisfactory to BankMARKED BY BRACKETS, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any documentHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, agreement, or instrument executed or issued pursuant to this Section 6.13 shall be a Loan DocumentAS AMENDED.”

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections Section 7.3 and 7.7 hereof, at the time that a Co-Borrower or any Guarantor form forms any direct or indirect Subsidiary or acquire acquires any direct or indirect Subsidiary after the Effective Date (includingDate, without limitation, pursuant to a Division), such Co-Borrower and such Guarantor shall (a) cause such new Subsidiary that is a Domestic Subsidiary to provide to Bank either a joinder to this the Loan Agreement to cause such Subsidiary that is a Domestic Subsidiary to become a co-borrower hereunderhereunder or a Guaranty, together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Bank in its reasonable discretion (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary; provided, however, that any such new Subsidiary that is a Domestic SubsidiaryForeign Subsidiary shall not be required to become a co-borrower hereunder), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary (or, in the case of a Foreign Subsidiary, sixty-five percent (65%) of the equity interests in such Subsidiary), in form and substance reasonably satisfactory to Bank (provided, however, that Borrower shall not be required to grant or pledge a security interest to Bank in its reasonable discretionmore than 65% of the stock, units or other evidence of ownership held by Borrower of any Foreign Subsidiary), and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 6.13 6.11 shall be a Loan Document.”