Common use of Limitation on the Creation of Subsidiaries and Joint Ventures Clause in Contracts

Limitation on the Creation of Subsidiaries and Joint Ventures. (a) Notwithstanding anything to the contrary contained in this Agreement, the Parent will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Closing Date any Subsidiary; provided that the Issuers and the Subsidiary Guarantors shall be permitted to establish, create and, to the extent permitted by Section 9.12, acquire wholly-owned Subsidiaries so long as, in each case, (i) at least 30 days prior written notice thereof is given to the holders of the Notes (or such lesser prior written notice as may be agreed to by the Required Holders in any given case), (ii) the Equity Interests of such new Subsidiary are promptly pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, representing such Equity Interests, together with appropriate transfer powers duly executed in blank, are delivered to the Collateral Agent, (iii) such new Subsidiary promptly executes a counterpart hereto and of the Pledge Agreement and the Security Agreement, and (iv) to the extent requested by the Required Holders, takes all actions required pursuant to Section 9.9. In addition, each new Subsidiary that is required to execute any Finance Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 4 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Closing Date.

Limitation on the Creation of Subsidiaries and Joint Ventures. (a) Notwithstanding anything to the contrary contained in this Agreement, the Parent Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Closing Effective Date any Subsidiary; provided that the Issuers Borrower and the Subsidiary Guarantors its Wholly-Owned Subsidiaries shall be permitted to establish, create and, to the extent permitted by Section 9.128.14, acquire whollyWholly-owned Owned Subsidiaries so long as, in each case, (i) at least 30 days 10 Business Days' prior written notice thereof is given to the holders of the Notes (or such lesser prior written notice as may be agreed to by the Required Holders in any given case)Administrative Agent, (ii) the Equity Interests capital stock of such new Subsidiary are is promptly pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, representing such Equity Interestsstock, together with appropriate transfer 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 8.12) promptly executes a counterpart hereto and of the Subsidiaries Guaranty, the Pledge Agreement and the Security Agreement, and (iv) to the extent requested by the Administrative Agent or the Required HoldersLenders, takes all actions required pursuant to Section 9.98.11. In addition, each new Subsidiary that is required to execute any Finance Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 4 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Closing Initial Borrowing Date.

Limitation on the Creation of Subsidiaries and Joint Ventures. (a) Notwithstanding anything to the contrary contained in this Agreement, the Parent Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Closing Effective Date any Subsidiary; provided PROVIDED that the Issuers Borrower and the Subsidiary Guarantors its Wholly-Owned Subsidiaries shall be permitted to establish, create and, to the extent permitted by Section 9.128.14, acquire whollyWholly-owned Owned Subsidiaries so long as, in each case, (i) at least 30 days 10 Business Days' prior written notice thereof is given to the holders of the Notes (or such lesser prior written notice as may be agreed to by the Required Holders in any given case)Administrative Agent, (ii) the Equity Interests capital stock of such new Subsidiary are is promptly pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, representing such Equity Interestsstock, together with appropriate transfer 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 8.12) promptly executes a counterpart hereto and of the Subsidiaries Guaranty, the Pledge Agreement and the Security Agreement, and (iv) to the extent requested by the Administrative Agent or the Required HoldersLenders, takes all actions required pursuant to Section 9.98.11. In addition, each new Subsidiary that is required to execute any Finance Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 4 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Closing Restatement Effective Date.. -80- 82

Limitation on the Creation of Subsidiaries and Joint Ventures. (a) Notwithstanding anything to the contrary contained in this Agreement, after giving effect to the Parent Transaction, Holdings will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Closing Date any Subsidiary; provided that that, the Issuers Borrower and the Subsidiary Guarantors its Subsidiaries shall be permitted to establish, create and, to the extent permitted by Section 9.12, or acquire wholly-owned Subsidiaries Subsidiaries, so long as, in each case, as (i) at least 30 days days' prior written notice thereof is given to the holders of the Notes (or such lesser prior written notice as may be agreed to by the Required Holders in any given case)Agent, (ii) all of the Equity Interests capital stock of such new Subsidiary are promptly is pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and Sections 7.11 and 7.13 and the certificates, if any, certificates representing such Equity Interestsstock, together with appropriate transfer stock powers duly executed in blank, are delivered to the Collateral Agent, (iii) such new Subsidiary promptly executes a counterpart hereto and of the Subsidiary Guaranty, the Pledge Agreement and the Security Agreement, Agreement in accordance with the terms thereof and (iv) to the extent requested by the Agent or the Required HoldersBanks, takes all actions required pursuant to Section 9.9Sections 7.11 and 7.13 shall be taken. In addition, each new Subsidiary that is required to execute any Finance Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 4 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Closing Effective Date.

Limitation on the Creation of Subsidiaries and Joint Ventures. (a) Notwithstanding anything to the contrary contained in this Agreement, the Parent Borrower will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Closing Effective Date any Subsidiary; provided PROVIDED that the Issuers Borrower and the Subsidiary Guarantors its Wholly-Owned Subsidiaries shall be permitted to establish, create and, to the extent permitted by Section 9.128.14, acquire whollyWholly-owned Owned Subsidiaries so long as, in each case, (i) at least 30 days 10 Business Days' prior written notice thereof is given to the holders of the Notes (or such lesser prior written notice as may be agreed to by the Required Holders in any given case)Administrative Agent, (ii) the Equity Interests capital stock or other equity interests of such new Subsidiary are is promptly pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, representing such Equity Interestsstock or other equity interests, together with appropriate transfer 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 8.12) promptly executes a counterpart hereto and of the Subsidiaries Guaranty, the Pledge Agreement and the Security Agreement, and (iv) to the extent requested by the Administrative Agent or the Required HoldersLenders, takes all actions required pursuant to Section 9.98.11. In addition, each new Subsidiary that is required to execute any Finance Credit Document pursuant to this Section 9.15 shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 4 5 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Closing Initial Borrowing Date.

Limitation on the Creation of Subsidiaries and Joint Ventures. (a) Notwithstanding anything to the contrary contained in this Agreement, the Parent Partnership will not, and will not permit any of its Subsidiaries to, establish, create or acquire after the Closing Effective Date any Subsidiary; provided that the Issuers and the Subsidiary Guarantors Borrowers shall be permitted to establish, create and, to the extent permitted by Section 9.129.14, acquire wholly-owned Subsidiaries so long as, in each case, (i) at least 30 days prior written notice thereof is given to the holders of the Notes Administrative Agent (or such lesser prior written notice as may be agreed to by the Required Holders Administrative Agent in any given case), (ii) the Equity Interests of such new Subsidiary are promptly pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, representing such Equity Interests, together with appropriate transfer powers duly executed in blank, are delivered to the Collateral Agent, (iii) such new Subsidiary promptly executes a counterpart hereto and of the Pledge Agreement and the Security Agreement, and (iv) to the extent requested by the Administrative Agent or the Required HoldersLenders, takes all actions required pursuant to Section 9.99.11. In addition, each new Subsidiary that is required to execute any Finance Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 4 6 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Closing Effective Date.