Common use of Subsidiaries and Partnerships Clause in Contracts

Subsidiaries and Partnerships. Each of the Loan Parties shall not, and shall not permit any of its Domestic Subsidiaries to own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date; (ii) HRPF Venture so long as (a) there shall not exist any Event of Default or Potential Default immediately prior to and after giving effect to the formation of the HRPF Venture, and (b) ATI beneficially owns or holds greater than fifty percent (50%) of any class of the voting equity interests of the HRPF Venture at all times; and (iii) any Subsidiary formed or acquired after the Closing Date (other than LPAD, PADL, HRPF Venture and ATI International, each of which has been or may be formed or acquired and which are not or will not be subject to the joinder requirements of Section 10.13 hereof) which joins this Agreement as a Guarantor pursuant to Section 10.13 [Joinder of Guarantors]; provided, however, such Subsidiary shall not be required to join this Agreement as a Guarantor pursuant to Section 10.13 [Joinder of Guarantors] (1) if such Subsidiary (a) exists on the date of this Agreement or is acquired by a Loan Party or Subsidiary of a Loan Party and is a Foreign Subsidiary or (b) is formed or organized as a Foreign Subsidiary by a Loan Party or Subsidiary of a Loan Party after the date of this Agreement, or (2) if the total assets of such Subsidiary are less than Fifty Million and 00/100 Dollars ($50,000,000.00), and provided further that no Domestic Subsidiary of Xxxxxx LLC with assets equal to or greater than Fifty Million and 00/100 Dollars ($50,000,000.00) shall be required to execute a Guarantor Joinder or such other documents required by Section 10.13 [Joinder of Guarantors] until the twentieth (20th) Business Day after (i) the Xxxxxx Notes Payoff Date, or (ii) the Xxxxxx Notes Amendment Date, whichever occurs first.

Subsidiaries and Partnerships. Each of the Loan Parties shall not, and shall not permit any of its Domestic Subsidiaries to own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date; (ii) HRPF Venture so long as (a) there shall not exist any Event of Default or Potential Default immediately prior to and after giving effect to the formation of the HRPF Venture, and (b) ATI beneficially owns or holds greater than fifty percent (50%) of any class of the voting equity interests of the HRPF Venture at all times; and (iii) any Subsidiary formed or acquired after the Closing Date (other than LPAD, PADL, PADL and HRPF Venture and ATI InternationalVenture, each of which has been or may be formed or acquired and which are not or will not be subject to the joinder requirements of Section 10.13 hereof) which joins this Agreement as a Guarantor pursuant to Section 10.13 [Joinder of Guarantors]; provided, however, such Subsidiary shall not be required to join this Agreement as a Guarantor pursuant to Section 10.13 [Joinder of Guarantors] (1) if such Subsidiary (a) exists on the date of this Agreement or is acquired by a Loan Party or Subsidiary of a Loan Party and is a Foreign Subsidiary or (b) is formed or organized as a Foreign Subsidiary by a Loan Party or Subsidiary of a Loan Party after the date of this Agreement, or (2) if the total assets of such Subsidiary are less than Fifty Million and 00/100 Dollars ($50,000,000.00), and provided further that no Domestic Subsidiary of Xxxxxx LLC with assets equal to or greater than Fifty Million and 00/100 Dollars ($50,000,000.00) shall be required to execute a Guarantor Joinder or such other documents required by Section 10.13 [Joinder of Guarantors] until the twentieth (20th) Business Day after (i) the Xxxxxx Notes Payoff Date, or (ii) the Xxxxxx Notes Amendment Date, whichever occurs first.

Subsidiaries and Partnerships. Each of the Loan Parties shall not, and shall not permit any of its Domestic Subsidiaries to own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date; and (ii) HRPF Venture so long as (a) there shall not exist any Event of Default or Potential Default immediately prior to and after giving effect to the formation of the HRPF Venture, and (b) ATI beneficially owns or holds greater than fifty percent (50%) of any class of the voting equity interests of the HRPF Venture at all times; and (iii) any Subsidiary formed or acquired after the Closing Date (other than LPAD, LPAD and PADL, HRPF Venture and ATI International, each of which has been or may be formed or acquired and which are not or will not be subject to the joinder requirements of Section 10.13 hereof) which joins this Agreement as a Guarantor pursuant to Section 10.13 [Joinder of Guarantors]; provided, however, such Subsidiary shall not be required to join this Agreement as a Guarantor pursuant to Section 10.13 [Joinder of Guarantors] (1) if such Subsidiary (a) exists on the date of this Agreement or is acquired by a Loan Party or Subsidiary of a Loan Party and is a Foreign Subsidiary or (b) is formed or organized as a Foreign Subsidiary by a Loan Party or Subsidiary of a Loan Party after the date of this Agreement, or (2) if the total assets of such Subsidiary are less than Fifty Million and 00/100 Dollars ($50,000,000.00), and such Subsidiary shall not be required to join this Agreement as a Guarantor pursuant to Section 10.13 [Joinder of Guarantors]; provided further that, in the event that the Xxxxxx LLC Merger occurs prior to the Xxxxxx Notes Payoff Date or the Xxxxxx Notes Amendment Date, no Domestic Subsidiary of Xxxxxx LLC with assets equal to or greater than Fifty Million and 00/100 Dollars ($50,000,000.00) shall be required to execute a Guarantor Joinder or such other documents required by Section 10.13 [Joinder of Guarantors] until the twentieth (20th) Business Day after (i) the Xxxxxx Notes Payoff Date, or (ii) the Xxxxxx Notes Amendment Date, whichever occurs first.