Creation of Subsidiaries. Subject to the provisions of Section 7.12, the Borrower may from time to time create new Wholly Owned Subsidiaries and the Wholly Owned Subsidiaries of the Borrower may create new Wholly Owned Subsidiaries, provided that concurrently with (and in any event within ten (10) Business Days after) the creation thereof:
(a) Each such new Subsidiary will execute and deliver to the Bank (i) a joinder to the Guaranty, pursuant to which such new Subsidiary shall become a Subsidiary Guarantor thereunder and shall guarantee the payment in full of the Obligations of the Borrower under this Agreement and the other Credit Documents, and (ii) a joinder to the Security Agreement, pursuant to which such new Subsidiary shall become a party thereto and shall grant to the Bank a first priority Lien upon and security interest in its accounts receivable, inventory, equipment, general intangibles and other personal property as collateral for its obligations under the Guaranty, subject only to Permitted Liens; and
(b) The Borrower will deliver to the Bank a certificate of the secretary or an assistant secretary of such Subsidiary, in form and substance reasonably satisfactory to the Bank, certifying (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Subsidiary, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws, operating agreement or similar governing document of such Subsidiary, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such Subsidiary, authorizing the execution, delivery and performance of the Credit Documents to which it is a party, and (iv) as to the incumbency and genuineness of the signature of each officer of such Subsidiary executing such Credit Documents, and attaching all such copies of the documents described above; provided, however, that the provisions of this Section 5.10 shall not be required with respect to foreign Subsidiaries.
Creation of Subsidiaries. Not, and not permit any of its Subsidiaries that is a Loan Party to, establish, create or acquire any Subsidiary unless the Company or such Subsidiary that is a Loan Party shall have caused the requirements of Section 5.01(i) with respect to such established, created or acquired Subsidiary, and the assets and equity interests of such established, created or acquired Subsidiary, to be satisfied.
Creation of Subsidiaries. The Borrower will not, nor will it permit any of its Subsidiaries to, create any Subsidiary except for the creation of a Wholly Owned Subsidiary of the Borrower or a Specified Affiliate provided that (i) such Subsidiary or Specified Affiliate is organized under the laws of a jurisdiction within the United States of America and (ii) no Default or Event of Default exists immediately prior to or after the creation of such Subsidiary or Specified Affiliate.
Creation of Subsidiaries. The Borrower shall not, and shall not permit any Subsidiary to, create any Subsidiary after the Closing Date unless (a) such Subsidiary is a Wholly Owned Subsidiary, (b) such Subsidiary is organized under the laws of a jurisdiction within the United States of America, (c) such Subsidiary executes at the time of its creation the Security Agreement (together with applicable Uniform Commercial Code financing statements), the Subsidiary Guaranty and the Contribution Agreement (either directly or by executing a supplement thereto) and the Stock of such Subsidiary is pledged to the Agent as Collateral, (d) an opinion of counsel, acceptable to the Agent, is delivered to the Lenders confirming the due organization of such Subsidiary, the enforceability of the Security Agreement, the Subsidiary Guaranty and the Contribution Agreement against such Subsidiary, and such other matters as the Agent may reasonably request, and (e) no Event of Default exists immediately prior to or after the creation of the Subsidiary.
Creation of Subsidiaries. The Company shall not, and shall not suffer or permit any of its Subsidiaries or any Permitted Partnership to, (i) form any additional Subsidiaries other than wholly-owned Subsidiaries, or (ii) enter into any additional partnership, joint venture or similar business arrangement with any Person except a Permitted Partnership whose assets, when combined with the aggregate assets of all other Permitted Partnerships, do not exceed twenty percent (20%) of the consolidated assets of the Company and any Permitted Partnerships.
Creation of Subsidiaries. None of Holdings or Borrower shall establish, create or acquire any additional Subsidiaries without the prior written consent of the Required Lenders; provided that Borrower may establish or create one or more wholly owned Subsidiaries of Borrower without such consent so long as Borrower and its Subsidiaries comply with subsection 7.9 hereof.
Creation of Subsidiaries of the Indenture provides that the Company may not create any Subsidiaries. Proceeds of Asset Sales. Section 4.08 of the Indenture provides that the Company shall not consummate any Asset Sale unless (i) the consideration in respect of such Asset Sale is at least equal to the Fair Market Value of the assets sold or otherwise disposed of (which shall be as determined by the Company's Board of Directors unless such Asset Sale is in excess of U.S.$5,000,000 in which case a fairness opinion from a nationally recognized investment banking firm will be required), (ii) at least 85% of the value of the consideration therefrom received by the Company is in the form of cash or Cash Equivalents or the assumption by the Person acquiring the assets in such Asset Sale of Indebtedness of the Company with the effect that the Company shall not have any obligation with respect to such Indebtedness and (iii) immediately before and immediately after giving effect to such Asset Sale, no Default or Event of Default shall have occurred and be continuing or be anticipated to occur. Limitations on Transactions with Affiliates. Section 4.09 of the Indenture provides that the Company shall not enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any property, the rendering of any service or the lending of any funds) with or for the benefit of any of its Affiliates (an "Affiliate Transaction"), except in good faith and on terms that are fair and reasonable to the Company and no less favorable to the Company than those that could have been obtained in a comparable transaction on an arm's length basis from a Person that is not an Affiliate. Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other aggregate market value in any fiscal year in excess of U.S.$1,000,000 must be approved prior to the consummation thereof by the Board of Directors of the Company and evidenced by a Board Resolution stating that such Board of Directors has, in good faith, determined that such transaction complies with the foregoing provisions. The foregoing restrictions will not apply to Permitted Affiliate Transactions.
Creation of Subsidiaries. The Borrower will not, and will not permit any Restricted Subsidiary to, at any time create or acquire any subsidiary.
Creation of Subsidiaries. Not, and not permit any other Loan Party or Domestic Subsidiary to, create any Subsidiary or enter into any joint venture, other than so long as no Event of Default or Unmatured Event of Default then exist or would result therefrom, Subsidiaries in respect of which the provisions of Sections 10.10 shall have been satisfied.
Creation of Subsidiaries. The Borrower shall not, nor shall it permit any of its Subsidiaries to, create or acquire any Subsidiary without the prior written consent of the Required Lenders.
