Common use of Subsidiaries, Partnerships and Joint Ventures Clause in Contracts

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties shall not, and shall not permit any of its 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) any Subsidiary formed after the Closing Date which joins this Agreement as a Guarantor pursuant to Section 11.18, provided that the Required Banks shall have consented to such formation and joinder and that such Subsidiary and the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens to the Agent for the benefit of the Banks in the assets held by, and stock of or other ownership interests in, such Subsidiary. Each of the Loan Parties shall not become or agree to (1) become a general or limited partner in any general or limited partnership, except that the Loan Parties may be general or limited partners in other Loan Parties, (2) become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Loan Parties may be members or managers of, or hold limited liability company interests in, other Loan Parties, or (3) become a joint venturer or hold a joint venture interest in any joint venture.

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, own or create create, directly or indirectly indirectly, any Subsidiaries Subsidiary other than (i) any Subsidiary which has joined this Agreement as Guarantor Subsidiaries existing on the Closing Date; Date which have complied with the provisions of Section 11.19 and (ii) any Subsidiary Subsidiaries formed or acquired after the Closing Date which joins this Agreement as either in a Guarantor pursuant transaction permitted by Section 8.2.4 or Section 8.2.6 or consented to Section 11.18, provided that by the Required Banks shall have consented to such formation and joinder and that so long as such Subsidiary and the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens to the Agent for the benefit of the Banks in the assets held by, and stock of or other ownership interests in, such Subsidiaryhas complied with Section 11.19. Each of the Loan Parties shall not become or agree to (1) become a general or limited partner in any general or limited partnership, except that the Loan Parties may be general or limited partners in other Loan Parties, (2) become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Loan Parties may be members or managers of, or hold limited liability company interests in, other Loan Parties, or (3) become a joint venturer or hold a joint venture interest in any joint venture.venture except that the Loan Parties may become a joint venturer or hold a joint venture interest in any joint venture formed or acquired in a transaction permitted by Section 8.2.4 or Section 8.2.6

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties shall not, and the Parent shall not permit any of its Subsidiaries to, own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as Guarantor a Borrower on the Closing Date; Date and (ii) any Subsidiary formed after the Closing Date which joins this Agreement as a Guarantor Borrower pursuant to Section 11.18, provided that the Required Banks shall have consented to such formation and joinder and that such Subsidiary and the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens to the Agent for the benefit of the Banks in the assets held by, and stock of or other ownership interests in, such Subsidiary. Each of the Loan Parties shall not become or agree to (1) become a general or limited partner in any general or limited partnership, except that the Loan Parties may be general or limited partners in other Loan Parties, (2) become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Loan Parties may be members or managers of, or hold limited liability company interests in, other Loan Parties, or (3) become a joint venturer or hold a joint venture interest in any joint ventureventure or any Subsidiary which is not a Borrower so long as any transaction described in clauses (1), (2) and (3) shall be subject to the limitations set forth in Section 8.2.20.

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as Guarantor a Borrower on the Closing Date; and (ii) any Subsidiary formed after the Closing Date which joins this Agreement as a Guarantor Borrower pursuant to Section 11.18, provided that the Required Banks shall have consented to such formation and joinder and that such Subsidiary and the Loan Partiesjoinder. Except for (or in connection with) investments permitted by Section 8.2.4(v), as applicable, shall grant and cause to be perfected first priority Liens to the Agent for the benefit of the Banks in the assets held by, and stock of or other ownership interests in, such Subsidiary. Each each of the Loan Parties shall not become or agree to (1) become a general or limited partner in any general or limited partnership, except that the Loan Parties may be general or limited partners in other Loan Parties, (2) become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Loan Parties may be members or managers of, or hold limited liability company interests in, other Loan Parties, or (3) become a joint venturer or hold a joint venture interest in any joint venture.

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties shall not, and shall not permit any of its 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) any Subsidiary formed after the Closing Date which joins this Agreement as a Guarantor pursuant to Section 11.18, provided that the Required Banks shall have consented to -------- such formation and joinder (such consent not to be unreasonably withheld) and that such Subsidiary and the Loan Parties, as applicable, shall grant and cause to be perfected first first-priority Liens to the Agent for the benefit of the Banks in the assets held by, and stock of or other ownership interests in, in such Subsidiary. Each of the Loan Parties shall not become or agree to (1) become a general or limited partner in any general or limited partnership, except that the Loan Parties may be general or limited partners in other Loan Parties, (2) become a member or manager of, or hold a limited liability company interest in, a limited liability companycompany or a joint venturer in any joint venture, except that the Loan Parties may be members general or managers of, or hold limited liability company interests in, partners in other Loan Parties, or (3) become a joint venturer or hold a joint venture interest in any joint venture.

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties shall not, and shall not permit any of its 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) any Subsidiary formed after the Closing Date which joins this Agreement as a Guarantor pursuant to Section 11.1811.18 [Joinder of Guarantors], provided that (unless such Subsidiary is formed solely to make a Permitted Acquisition) the Required Banks shall have consented to such formation and joinder and that such Subsidiary and the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens to the Agent for the benefit of the Banks in the assets held by, and stock of or other ownership interests in, such Subsidiary. Each of the Loan Parties shall not become or agree to (1) become a general or limited partner in any general or limited partnership, except that the Loan Parties may be general or limited partners in other Loan Parties, (2) become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Loan Parties may be members or managers of, or hold limited liability company interests in, other Loan Parties, or (3) become a joint venturer or hold a joint venture interest in any joint venture.

Subsidiaries, Partnerships and Joint Ventures. Each Except as otherwise permitted in this Agreement, each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as Guarantor Borrower on the Closing Date; and (ii) any Subsidiary formed after the Closing Date which joins this Agreement as a Guarantor Borrower pursuant to Section 11.1811.18 [Joinder of New Subsidiaries], provided that the Required Banks shall have consented to such formation and joinder and that such Subsidiary and the Loan Partiesjoinder. Except as otherwise permitted in this Agreement, as applicable, shall grant and cause to be perfected first priority Liens to the Agent for the benefit of the Banks in the assets held by, and stock of or other ownership interests in, such Subsidiary. Each each of the Loan Parties shall not become or agree to become (1) become a general or limited partner in any general or limited partnership, except that the Loan Parties may be general or limited partners in other Loan Parties, (2) become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Loan Parties may be members or managers of, or hold limited liability company interests in, other Loan Parties, or (3) become a joint venturer or hold a joint venture interest in any joint venture.

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, own or create directly or indirectly any Subsidiaries other than (i) Canopy, (ii) any Subsidiary which has joined this Agreement as Guarantor a Borrower on the Closing Date; and (iiiii) any Subsidiary formed after the Closing Date which joins this Agreement as a Guarantor Borrower pursuant to Section 11.18, provided that the Required Banks shall have consented to such formation and joinder and that such Subsidiary and the Loan Partiesjoinder. Except for (or in connection with) investments permitted by Section 8.2.4(v), as applicable, shall grant and cause to be perfected first priority Liens to the Agent for the benefit of the Banks in the assets held by, and stock of or other ownership interests in, such Subsidiary. Each each of the Loan Parties shall not become or agree to (1) become a general or limited partner in any general or limited partnership, except that the Loan Parties may be general or limited partners in other Loan Parties, (2) become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Loan Parties may be members or managers of, or hold limited liability company interests in, other Loan Parties, or (3) become a joint venturer or hold a joint venture interest in any joint venture.

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, 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; Date and (ii) any Subsidiary formed or, to the extent permitted by Section 8.2.6, acquired after the Closing Date which joins this Agreement as a Guarantor pursuant to Section 11.1811.18 [Joinder of Guarantors], provided that the Required Banks shall have consented to such formation and joinder and PROVIDED that such Subsidiary and the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens having a Prior Security Interest to the Agent for the benefit of the Banks in the assets held by, and stock of or other ownership interests in, such SubsidiarySubsidiary pursuant to the Loan Documents. Each of the Loan Parties shall not become or agree to (1) become a general or limited partner in any general or limited partnership, except that the Loan Parties may be general or limited partners in other Loan Parties, (2) become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Loan Parties may be members or managers of, or hold limited liability company interests in, other Loan Parties, or (3) become a joint venturer or hold a joint venture interest in any joint venture.

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties (other than the Parent) shall not, and shall not permit any of its 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) any Subsidiary formed after the Closing Date which joins this Agreement as a Guarantor pursuant to Section 11.18, provided that the Required Banks shall have consented to such formation 11.18 [Joinder of Guarantors]; and joinder and that such Subsidiary and the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens to the Agent for the benefit of the Banks in the assets held by, and stock of or other ownership interests in, such (iii) any Immaterial Subsidiary. Each of the Loan Parties (other than the Parent) shall not become or agree to (1) become a general or limited partner in any general or limited partnership, except that the Loan Parties may be general or limited partners in other Loan Parties, (2) become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Loan Parties may be members or managers of, or hold limited liability company interests in, other Loan Parties, or (3) become a joint venturer or hold a joint venture interest in any joint venture.”