Common use of Limitation on Creation of Subsidiaries Clause in Contracts

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of Borrower, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment made pursuant to Section 6.04(f) or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.11(b) shall be complied with.

Appears in 12 contracts

Samples: First Lien Credit Agreement (Thompson Creek Metals CO Inc.), Credit Agreement (Regency Energy Partners LP), Credit Agreement (Regency Energy Partners LP)

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Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, U.S. Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of U.S. Borrower, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment made pursuant to Section Sections 6.04(f), (k) or (m) or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.11(b5.10(b) shall be complied with.

Appears in 4 contracts

Samples: Credit Agreement (Ply Gem Holdings Inc), Credit Agreement (Ply Gem Holdings Inc), Credit Agreement (Ply Gem Holdings Inc)

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of Borrower, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment made pursuant to permitted under Section 6.04(f) 6.04 or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.11(b) shall be complied with.

Appears in 4 contracts

Samples: Credit Agreement (Mattress Firm Holding Corp.), Credit Agreement (Mattress Firm Holding Corp.), Credit Agreement (Mattress Firm Holding Corp.)

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of Borrower, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment made pursuant to Section 6.04(f6.04(g) or 6.04(k) or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.11(b5.10(b) shall be complied with.

Appears in 4 contracts

Samples: Credit Agreement (Norcraft Companies Lp), Credit Agreement (Norcraft Companies Lp), Credit Agreement (Norcraft Companies Lp)

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of Borrower, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment made pursuant to Section 6.04(f) or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.11(b) shall be complied with, provided, further that in no event may any Loan Party establish, create or acquire any Foreign Subsidiary without the prior written consent of the Required Lenders.

Appears in 3 contracts

Samples: Credit Agreement (PGT, Inc.), Credit Agreement (PGT, Inc.), Second Lien Credit Agreement (PGT, Inc.)

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, Borrower the Borrowers may (i) establish or create one or more Wholly Owned Subsidiaries of Borrowerthe Borrowers, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment made pursuant to Section 6.04(f) 6.04(i), or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.11(b) shall be complied with.

Appears in 3 contracts

Samples: Credit Agreement (Linens N Things Inc), Credit Agreement (LNT Leasing II, LLC), Credit Agreement (Linens N Things Inc)

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of Borrower, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment made pursuant to Section 6.04(f) or 6.04(i) or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.11(b) 5.11 shall be complied with.

Appears in 3 contracts

Samples: Credit Agreement (Adesa Inc), Credit Agreement (Adesa Inc), Credit Agreement (Adesa Inc)

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of BorrowerSubsidiaries, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment made pursuant to Section 6.04(f) ), or (iii) acquire one or more Subsidiaries in connection with a Permitted AcquisitionAcquisition or another Investment permitted hereunder, so long as, in each case, Section 5.11(b) 5.11 shall be complied with.

Appears in 3 contracts

Samples: Credit Agreement (BioScrip, Inc.), Credit Agreement (BioScrip, Inc.), Credit Agreement (BioScrip, Inc.)

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided provided, that, without such consent, Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of BorrowerSubsidiaries, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment made pursuant to Section 6.04(f) or (iii) acquire one or more Subsidiaries in connection with a Permitted AcquisitionAcquisition or another Investment permitted hereunder, so long as, in each case, Section 5.11(b) 5.10 shall be complied with.

Appears in 3 contracts

Samples: Credit Agreement (Edgen Group Inc.), Credit Agreement (Edgen Group Inc.), Credit Agreement (Edgen Group Inc.)

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, Borrower and its Subsidiaries may (i) establish or create one or more Wholly Owned Subsidiaries of BorrowerSubsidiaries, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment made pursuant to Section 6.04(f) 6.04 or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.11(b) shall be complied with.

Appears in 3 contracts

Samples: Second Lien Credit Agreement (CPI International Holding Corp.), Credit Agreement (CPI International Holding Corp.), Credit Agreement (CPI International, Inc.)

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of Borrower, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment made pursuant to Section 6.04(f) 6.04 or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisition including, without limitation, the netASPx Acquisition, so long as, in each case, Section 5.11(b) shall be complied with.

Appears in 2 contracts

Samples: Credit Agreement (Navisite Inc), Credit Agreement (Navisite Inc)

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of BorrowerSubsidiaries, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment made pursuant to Section 6.04(f) ), or (iii) acquire one or more Subsidiaries in connection with a Permitted AcquisitionAcquisition or another Investment permitted hereunder, so long as, in each case, Section 5.11(b) 5.12 shall be complied with.

Appears in 2 contracts

Samples: First Lien Credit Agreement (Critical Homecare Solutions Holdings, Inc.), Second Lien Term Loan Agreement (Critical Homecare Solutions Holdings, Inc.)

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of Borrower, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment made pursuant to Section 6.04(f) or (i) or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.11(b) shall be complied with.

Appears in 2 contracts

Samples: Credit Agreement (Inventiv Health Inc), Credit Agreement (Ventiv Health Inc)

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, Borrower may (i) establish or create one or more Wholly Owned Restricted Subsidiaries of Borrower, (ii) establish, create or acquire one or more Restricted Subsidiaries in connection with an Investment made pursuant to Section 6.04(f) or (iii) acquire one or more Restricted Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.11(b) shall be complied with.

Appears in 2 contracts

Samples: Second Amendment and Restatement Agreement (Jacobs Entertainment Inc), Amendment and Restatement Agreement (Jacobs Entertainment Inc)

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of Borrower, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment made pursuant to Section 6.04(f) or (iii) establish, create or acquire one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.11(b) shall be complied with.

Appears in 1 contract

Samples: Credit Agreement (On Assignment Inc)

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, US Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of US Borrower, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment made pursuant to Section 6.04(f) or (iii) establish, create or acquire one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.11(b) shall be complied with.

Appears in 1 contract

Samples: Credit Agreement (SGS International, Inc.)

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, the Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of the Borrower, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment made pursuant to Section Sections 6.04(f), (k) or (m) or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.11(b5.10(b) shall be complied with.

Appears in 1 contract

Samples: Second Lien Credit Agreement (Ply Gem Holdings Inc)

Limitation on Creation of Subsidiaries. Establish, create or acquire quire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of BorrowerBorrower or another Loan Party, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment made pursuant to Section 6.04(f) or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.11(b) shall be complied with.

Appears in 1 contract

Samples: Credit Agreement (AP Gaming Holdco, Inc.)

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Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, any Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of such Borrower, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment made pursuant to Section 6.04(f) or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.11(b5.10(b) shall be complied with.

Appears in 1 contract

Samples: Credit Agreement (MagnaChip Semiconductor LTD (United Kingdom))

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, either Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of such Borrower, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment made pursuant to Section 6.04(f) 6.04 or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.11(b5.10(b) shall be complied with.

Appears in 1 contract

Samples: Credit Agreement (Bearingpoint Inc)

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, Borrower the Borrowers may (i) establish or create one or more Wholly Owned Subsidiaries of Borrowerthe Borrowers, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment made pursuant to Section 6.04(f) or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.11(b) shall be complied with.

Appears in 1 contract

Samples: Credit Agreement (Sciele Pharma, Inc.)

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, US Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of US Borrower, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment made pursuant to Section 6.04(f)) or (iii) establish, create or acquire one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.11(b) shall be complied with.

Appears in 1 contract

Samples: Credit Agreement (Southern Graphic Systems, Inc.)

Limitation on Creation of Subsidiaries. EstablishOther than as permitted pursuant to Section 6.21, establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of Borrower, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment made pursuant to Section 6.04(f) 6.04 or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.11(b) shall be complied with.

Appears in 1 contract

Samples: Credit Agreement (Cambium-Voyager Holdings, Inc.)

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of Borrower, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment made pursuant to Section 6.04(f) or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.11(b5.10(b) shall be complied with.

Appears in 1 contract

Samples: Credit Agreement (Itron Inc /Wa/)

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of Borrower, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment made pursuant to Section 6.04(f) 6.04 or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.11(b5.10(b) shall be complied with.

Appears in 1 contract

Samples: Credit Agreement (Norcraft Holdings, L.P.)

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of Borrower, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment made pursuant to Section 6.04(f), (i) or (j) or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.11(b) shall be complied with.

Appears in 1 contract

Samples: Credit Agreement (Regency Energy Partners LP)

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, any Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of Borrower, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment made pursuant to Section 6.04(f6.04(e) or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.11(b5.10(b) shall be complied with.

Appears in 1 contract

Samples: Credit Agreement (AGY Holding Corp.)

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, Borrower or any Subsidiary Guarantor may (i) establish or create one or more Wholly Owned Subsidiaries of Borrowerthat are domestic Subsidiaries, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment made pursuant to Section Sections 6.04(f) or 6.04(i) or (iii) establish, create or acquire one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.11(b) shall be complied withwith to the extent applicable.

Appears in 1 contract

Samples: Second Lien Credit Agreement (Lifetime Brands, Inc)

Limitation on Creation of Subsidiaries. Establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that, without such consent, Borrower may (i) establish or create one or more Wholly Owned Subsidiaries of Borrower, (ii) establish, create or acquire one or more Subsidiaries in connection with an Investment made pursuant to Section 6.04(f6.04(e) or (iii) acquire one or more Subsidiaries in connection with a Permitted Acquisition, so long as, in each case, Section 5.11(b) shall be complied with.

Appears in 1 contract

Samples: Credit Agreement (SFBC International Inc)

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