Common use of Limitation on Creation of Subsidiaries Clause in Contracts

Limitation on Creation of Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Banks, provided that the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish or create Wholly-Owned Subsidiaries so long as (i) at least 5 days' prior written notice thereof (or such lesser notice as is acceptable to the Administrative Agent) is given to the Administrative Agent, (ii) such new Subsidiaries shall execute and deliver such guarantees and security documents as the Required Banks shall request (including documents substantially similar to or amendments to each of the Subsidiary Guaranty, the Pledge Agreement and the Security Agreement), and in such forms as shall be satisfactory to them, (iii) the holders of the capital stock of such new Subsidiaries shall execute and deliver additional pledge agreements, in form and substance satisfactory to the Administrative Agent and (iv) such new Subsidiaries shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 5 as such new Subsidiaries would have had to deliver if such new Subsidiaries were Credit Parties on the Initial Borrowing Date.

Limitation on Creation of Subsidiaries. The Borrower shall Notwithstanding -------------------------------------- anything to the contrary contained in this Agreement, Holdings will not, and shall will not permit any of its Subsidiaries to, establish, create or acquire after the Restatement Effective Date any additional Subsidiaries without the prior written consent of the Required BanksSubsidiary, provided that the Borrower and -------- its Wholly-Owned Subsidiaries shall be permitted to establish or create Wholly- Owned Subsidiaries and, to the extent permitted by Sections 8.02(x), 8.02(xi) ---------------- -------- and 8.05(xvi), acquire Wholly-Owned Subsidiaries and non-Wholly-Owned --------- Subsidiaries, so long as (i) at least 5 days' prior written notice thereof the capital stock of each such new Domestic Subsidiary (or such lesser notice as is acceptable and to the Administrative Agentextent required by Section 7.12, each new Foreign ------------ Subsidiary) is given pledged pursuant to, and to the Administrative Agent, (ii) such new Subsidiaries shall execute and deliver such guarantees and security documents as the Required Banks shall request (including documents substantially similar to or amendments to each of the Subsidiary Guarantyextent required by, the Pledge Agreement and the Security Agreement)certificates representing such stock, together with stock powers duly executed in blank, are delivered to the Collateral Agent for the benefit of the Lenders, and in such forms as shall be satisfactory to them, (iiiii) the holders of the capital stock of each such new Subsidiaries Domestic Subsidiary, and to the extent required by Section 7.12, each such new Foreign Subsidiary, executes a ------------ Guarantor Supplement. In addition, each new Domestic Subsidiary, and to the extent required by Section 7.12, each such new Foreign Subsidiary, shall execute and deliver additional pledge agreements, in form and substance satisfactory to the Administrative Agent and (iv) such new Subsidiaries shall execute ------------ and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 5 Article V as such new Subsidiaries Subsidiary would have had to deliver --------- if such new Subsidiaries Subsidiary were a Credit Parties Party on the Initial Borrowing Restatement Effective Date.

Limitation on Creation of Subsidiaries. The Borrower shall will not, and shall will not permit any of its Subsidiaries to, establish, create or acquire after the Initial Borrowing Date any additional Subsidiaries without the prior written consent of the Required BanksSubsidiary, provided that the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish or establish, create or, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries and, to the extent permitted by Section 9.05(xvi) and the definition of "Permitted Acquisition", non-Wholly-Owned Subsidiaries, so long as (i) at least 5 days' prior written notice thereof the equity interests of each such new Subsidiary (or such lesser notice as is acceptable to the Administrative Agentextent owned by a Credit Party) is given pledged pursuant to, and to the Administrative Agentextent required by, the Pledge Agreement, (ii) each such new Subsidiaries shall execute and deliver Domestic Subsidiary (and, to the extent required by Section 8.15, each such guarantees and security documents as the Required Banks shall request (including documents substantially similar to or amendments to each new Foreign Subsidiary) executes a counterpart of the Subsidiary Subsidiaries Guaranty, the Pledge Agreement and the Security Agreement), and in such forms as shall be satisfactory to them, (iii) the holders of the capital stock of each such new Subsidiaries shall execute and deliver additional pledge agreementsDomestic Subsidiary (and, in form and substance satisfactory to the extent required by Section 8.15, each such new Foreign Subsidiary), to the extent requested by the Administrative Agent and (iv) or the Required Lenders, takes all actions required pursuant to Section 8.12. In addition, each such new Subsidiaries Domestic Subsidiary (and, to the extent required by Section 8.15, each such new Foreign Subsidiary) shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 5 as such new Subsidiaries Subsidiary would have had to deliver if such new Subsidiaries Subsidiary were a Credit Parties Party on the Initial Borrowing Date.

Limitation on Creation of Subsidiaries. The Borrower shall not, -------------------------------------- and shall not permit any of its Subsidiaries to, establish, create or acquire any additional Subsidiaries without the prior written consent of the Required BanksLenders, provided that the Borrower and its Wholly-Owned Subsidiaries shall be -------- permitted to establish or create Wholly-Owned Subsidiaries so long as (i) at least 5 days' prior written notice thereof (or such lesser notice as is acceptable to the Administrative Agent) is given to the Administrative Agent, (ii) such new Subsidiaries shall execute and deliver such guarantees and security documents as the Required Banks Lenders shall request (including documents substantially similar to or amendments to each of the Subsidiary Guaranty, the Pledge Agreement and the Security Agreement), and in such forms as shall be satisfactory to them, (iii) the holders of the capital stock Capital Stock of such new Subsidiaries shall execute and deliver additional pledge agreements, in form and substance satisfactory to the Administrative Agent and (iv) such new Subsidiaries shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 5 as such new Subsidiaries would have had to deliver --------- if such new Subsidiaries were Credit Parties on the Initial Borrowing Restatement Effective Date.

Limitation on Creation of Subsidiaries. The Borrower shall will not, and shall will not permit any of its Subsidiaries to, establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Banks, new Subsidiary; provided that the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish establish, create or create acquire Wholly-Owned Subsidiaries so long as (i) at least 5 15 days' prior written notice thereof (or such lesser notice as is acceptable to the Administrative Agent) is given to the Administrative Agent, (ii) the capital stock of such new Subsidiaries shall execute Subsidiary is pledged pursuant to this Agreement and deliver the Pledge Agreement and the certificates, if any, representing such guarantees and security documents as stock, together with stock powers duly executed in blank, are delivered to the Required Banks shall request Collateral Agent, (including documents substantially similar to or amendments to each iii) such new Subsidiary executes a counterpart of the Subsidiary Guaranty, the Pledge Agreement and the Security Agreement), and in such forms as shall be satisfactory to them, (iii) the holders of the capital stock of such new Subsidiaries shall execute and deliver additional pledge agreements, in form and substance satisfactory to the Administrative Agent and (iv) to the extent requested by the Agent or the Required Banks, all actions required pursuant to Section 8.16 are taken; provided, however, that in the event the Agent reasonably determines, in light of all the circumstances (including, without limitation, the value to the Banks of the Foreign Subsidiary entering into the documents described in clause (iii) as compared to any adverse tax consequences that the Borrower may experience as a result thereof), not to require any Foreign Subsidiary to enter into the documentation described in clause (iii), then such Foreign Subsidiary shall not be required to do so. In addition, at the request of the Agent, each new Subsidiaries Wholly-Owned Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 5 as such new Subsidiaries Subsidiary would have had to deliver if such new Subsidiaries Subsidiary were a Credit Parties Party on the Initial Borrowing Date.

Limitation on Creation of Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Banks, provided PROVIDED that the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish or create Wholly-Owned Subsidiaries so long as (i) at least 5 days' prior written notice thereof (or such lesser notice as is acceptable to the Administrative Agent) is given to the Administrative Agent, (ii) such new Subsidiaries shall execute and deliver (x) in the case of the first such Subsidiary so established, created or acquired (unless a Subsidiary Guaranty has been executed and delivered prior to such date pursuant to Section 5.13), the Subsidiary Guaranty and (y) otherwise, such guarantees and security documents as the Required Banks shall request (including documents substantially similar to or amendments to each of the Subsidiary Guaranty, the Pledge Agreement and the Security Agreement), and in such forms as shall be satisfactory to them, (iii) the holders of the capital stock of such new Subsidiaries shall execute and deliver additional pledge agreements, in form and substance satisfactory to the Administrative Agent and (iv) such new Subsidiaries shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 5 as such new Subsidiaries would have had to deliver if such new Subsidiaries were Credit Parties on the Initial Borrowing Restatement Effective Date.

Limitation on Creation of Subsidiaries. Unrestricted ---------------------------------------------------- Subsidiaries and Joint Ventures. (a) The Borrower shall Company will not, and shall will not permit ------------------------------- any of its Subsidiaries or Joint Ventures to, establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Banksor Joint Ventures, provided except that the Borrower Company and its Wholly-Owned Subsidiaries shall be permitted to establish establish, create or create Wholly-Owned acquire (x) Joint Ventures as provided in Section 10.16(b) and (y) at least 90% owned Subsidiaries in connection with Permitted Hotel Acquisitions and Permitted Business Acquisitions so long as (i) at least 5 days' prior written notice thereof (or such lesser notice as is acceptable to the Administrative Agent) is given to the Administrative Agent, (ii) such new Subsidiaries shall execute and deliver such guarantees and security documents as the Required Banks shall request (including documents substantially similar to or amendments to each of the Subsidiary Guaranty, the Pledge Agreement and the Security Agreement), and in such forms as shall be satisfactory to them, (iii) the holders all of the capital stock of such new Subsidiaries shall execute and deliver additional pledge agreements, in form and substance satisfactory Subsidiary (to the Administrative Agent extent that same is a corporation) is pledged pursuant to (and to the extent required by) the Pledge Agreement and the certificates representing such stock, together with stock powers duly executed in blank, are delivered to the Collateral Agent, (ii) all of the partnership interests of such new Subsidiary (to the extent that same is a partnership) are pledged and assigned pursuant to (and to the extent required by) the Pledge Agreement and (iviii) any such new domestic Subsidiary executes a counterpart of the Subsidiaries Guaranty and the Pledge Agreement. In addition, each such new domestic Subsidiary shall execute and deliver, or cause to be executed and delivered, delivered all other relevant documentation of the type described in Section 5 as such new Subsidiaries domestic Subsidiary would have had to deliver if such new Subsidiaries domestic Subsidiary were a Credit Parties Party on the Initial Borrowing Date.

Limitation on Creation of Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Banks, provided that the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish or create Wholly-Owned Subsidiaries in connection with the acquisition or development of new fitness clubs or sports facilities so long as (i) at least 5 days' prior written notice thereof (or such lesser notice as is acceptable to the Administrative Agent) is given to the Administrative Agent, (ii) such new Subsidiaries shall execute and deliver such guarantees and security documents as the Required Banks shall request (including documents substantially similar to or amendments to each of the Subsidiary Guaranty, the Pledge Agreement and the Security Agreement), and in such forms as shall be satisfactory to them, (iii) the holders of the capital stock of such new Subsidiaries shall execute and deliver additional pledge agreements, in form and substance satisfactory to the Administrative Agent and (iv) such new Subsidiaries shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 5 as such new Subsidiaries would have had to deliver if such new Subsidiaries were Credit Parties on the Initial Borrowing Restatement Effective Date.

Limitation on Creation of Subsidiaries. The Notwithstanding anything to the contrary contained in this Agreement, the Borrower shall will not, and shall will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Date any additional Subsidiaries without Subsidiary; provided that, the prior written consent of the Required Banks, provided that the (A) Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish or create Wholly-Owned Subsidiaries so long as as, in each case, (i) at least 5 15 days' prior written notice thereof is given to the Administrative Agent (or such lesser notice shorter period of time as is acceptable to the Administrative Agent) is given to the Administrative Agent), (ii) all of the capital stock of such new Subsidiaries shall execute Subsidiary (or all non-voting stock (if any) and deliver such guarantees and security documents as the Required Banks shall request (including documents substantially similar to or amendments to each at least 65% of the outstanding voting stock of a Foreign Subsidiary) is promptly pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, representing such stock, together with stock powers duly executed in blank, are delivered to the Collateral Agent and (iii) such new Subsidiary (other than a Foreign Subsidiary except to the extent otherwise required pursuant to Section 8.13) promptly executes a counterpart of the Subsidiaries Guaranty, the Pledge Agreement and the Security Agreement)Agreement and takes all actions required pursuant to Section 8.12 and (B) Subsidiaries may be acquired pursuant to Permitted Acquisitions so long as, and in each such forms as case the actions specified in preceding clause (A) shall be satisfactory taken. In addition, each new Subsidiary that is required to them, (iii) the holders of the capital stock of such new Subsidiaries shall execute and deliver additional pledge agreements, in form and substance satisfactory to the Administrative Agent and (iv) such new Subsidiaries any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 5 as such new Subsidiaries Subsidiary would have had to deliver if such new Subsidiaries Subsidiary were a Credit Parties Party on the Initial Borrowing Date.

Limitation on Creation of Subsidiaries. The Notwithstanding anything to the contrary contained in this Agreement, the Borrower shall will not, and shall will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Date any additional Subsidiaries without Subsidiary; provided that, the prior written consent of the Required Banks, provided that the (A) Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish or create Wholly-Owned Subsidiaries so long as as, in each case, (i) at least 5 15 days' prior written notice thereof is given to the Agents (or such lesser notice shorter period of time as is acceptable to the Administrative Agent) is given to the Administrative AgentAgents), (ii) the capital stock of such new Subsidiaries shall execute and deliver such guarantees and security documents as the Required Banks shall request Subsidiary (including documents substantially similar to or amendments to each 65% of the outstanding capital stock of a Foreign Subsidiary) is promptly pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, representing such stock, together with stock powers duly executed in blank, are delivered to the Collateral Agent, (iii) such new Subsidiary (other than a Foreign Subsidiary except to the extent otherwise required pursuant to Section 8.13) promptly executes a counterpart of the Subsidiaries Guaranty, the Pledge Agreement and the Security Agreement), and in such forms as shall be satisfactory to them, (iii) the holders of the capital stock of such new Subsidiaries shall execute and deliver additional pledge agreements, in form and substance satisfactory to the Administrative Agent and (iv) to the extent requested by the Agents or the Required Banks, takes all actions required pursuant to Section 8.12 and (B) Subsidiaries may be acquired pursuant to Permitted Acquisitions so long as, in each such case the actions specified in preceding clause (A) shall be taken. In addition, each new Subsidiaries Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 5 as such new Subsidiaries Subsidiary would have had to deliver if such new Subsidiaries Subsidiary were a Credit Parties Party on the Initial Borrowing Date.

Limitation on Creation of Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Banks, provided PROVIDED that the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish or create Wholly-Owned Subsidiaries so long as (i) at least 5 days' prior written notice thereof (or such lesser notice as is acceptable to the Administrative Agent) is given to the Administrative Agent, (ii) such new Subsidiaries shall execute and deliver such guarantees and security documents as the Required Banks shall request (including documents substantially similar to or amendments to each of the Subsidiary Guaranty, the Pledge Agreement and the Security Agreement), and in such forms as shall be satisfactory to them, (iii) the holders of the capital stock of such new Subsidiaries shall execute and deliver additional pledge agreements, in form and substance satisfactory to the Administrative Agent and (iv) such new Subsidiaries shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 5 as such new Subsidiaries would have had to deliver if such new Subsidiaries were Credit Parties on the Initial Borrowing Restatement Effective Date.

Limitation on Creation of Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Banks, provided that the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish or create Wholly-Owned Subsidiaries so long as (i) at least 5 days10 Business Days' prior written notice thereof (or such lesser notice as is acceptable to the Administrative Agent) is given to the Administrative Agent, (ii) such new Subsidiaries shall execute and deliver such guarantees and security documents as the Administrative Agent and/or the Required Banks shall request (including documents substantially similar to or amendments to each of the Subsidiary Guaranty, the Pledge Agreement and the Security Agreement), and in such forms as shall be satisfactory to them, (iii) the holders of the capital stock of such new Subsidiaries shall execute and deliver additional pledge agreements, in form and substance satisfactory to the Administrative Agent and (iv) such new Subsidiaries shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 5 5A as such new Subsidiaries would have had to deliver if such new Subsidiaries were Credit Parties on the Initial Borrowing Effective Date.

Limitation on Creation of Subsidiaries. The Borrower shall Notwithstanding anything to the contrary contained in this Agreement, Holdings will not, and shall will not permit any of its Subsidiaries to, establish, create or acquire after the Effective Date any additional Subsidiaries without Subsidiary, provided that, after the prior written consent consummation of the Required BanksMerger, provided that the Borrower and its Wholly-Owned Subsidiaries shall be permitted to establish or establish, create or, to the extent permitted by this Agreement, acquire Wholly-Owned Subsidiaries (or, to the extent permitted by clause (vii) of Section 9.02(xii), non-Wholly-Owned Subsidiaries) so long as (i) at least 5 days' prior written notice thereof (the capital stock or other equity interests of each such lesser notice as new Subsidiary is acceptable pledged pursuant to, and to the Administrative Agent) is given extent required by, the Pledge Agreement and the certificates representing such stock or other equity interests, together with stock or other powers duly executed in blank, are delivered to the Administrative AgentCollateral Agent for the benefit of the Secured Creditors, (ii) each such new Subsidiaries shall execute Subsidiary executes and deliver such guarantees and security documents as delivers to the Required Banks shall request (including documents substantially similar to or amendments to each Agent a counterpart of the Subsidiary Subsidiaries Guaranty, the Pledge Agreement and the Security Agreement), and in such forms as shall be satisfactory to them, (iii) the holders of the capital stock of each such new Subsidiaries shall execute and deliver additional pledge agreementsSubsidiary, in form and substance satisfactory to the Administrative extent requested by the Agent and (iv) such or the Required Banks, takes all actions required pursuant to Section 8.11. In addition, each new Subsidiaries Subsidiary shall execute and deliver, or cause to be executed and delivered, to the Agent all other relevant documentation of the type described in Section 5 as such new Subsidiaries Subsidiary would have had to deliver if such new Subsidiaries Subsidiary were a Credit Parties Party on the Initial Borrowing Date.