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 Subsidiary other than (i) Subsidiaries existing on the Closing Date which have complied with the provisions of Section 11.19 and (ii) any Subsidiaries formed or acquired after the Closing Date either in a transaction permitted by Section 8.2.4 or Section 8.2.6 or consented to by the Required Banks so long as such Subsidiary has 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 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 shall not permit any of its Subsidiaries to, own or create, create directly or indirectly, indirectly any Subsidiary Subsidiaries other than (i) Subsidiaries existing any Subsidiary which has joined this Agreement as Guarantor on the Closing Date which have complied with the provisions of Section 11.19 Date; and (ii) any Subsidiaries Subsidiary formed or acquired after the Closing Date either in which joins this Agreement as a transaction permitted by Guarantor pursuant to Section 8.2.4 or Section 8.2.6 or consented to by 11.18, provided that the Required Banks so long as shall have consented to such formation and joinder and that such Subsidiary has complied with Section 11.19and 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 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 8.2.6venture.

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 Subsidiary Subsidiaries other than (i) Subsidiaries existing Canopy, (ii) any Subsidiary which has joined this Agreement as a Borrower on the Closing Date; and (iii) any Subsidiary formed after the Closing Date which joins this Agreement as a Borrower pursuant to Section 11.18, provided that the Required Banks shall have complied with the provisions of Section 11.19 consented to such formation and joinder. Except for (iior in connection with) any Subsidiaries formed or acquired after the Closing Date either in a transaction investments permitted by Section 8.2.4 or Section 8.2.6 or consented to by the Required Banks so long as such Subsidiary has complied with Section 11.19. Each 8.2.4(v), 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 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 8.2.6venture.

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 Subsidiary Subsidiaries other than (i) Subsidiaries existing any Subsidiary which has joined this Agreement as a Borrower on the Closing Date which have complied with the provisions of Section 11.19 Date; and (ii) any Subsidiaries Subsidiary formed or acquired after the Closing Date either which joins this Agreement as a Borrower pursuant to Section 11.18, provided that the Required Banks shall have consented to such formation and joinder. Except for (or in a transaction connection with) investments permitted by Section 8.2.4 or Section 8.2.6 or consented to by the Required Banks so long as such Subsidiary has complied with Section 11.19. Each 8.2.4(v), 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 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 8.2.6venture.

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 Subsidiary Subsidiaries other than (i) Subsidiaries existing any Subsidiary which has joined this Agreement as Guarantor on the Closing Date which have complied with the provisions of Section 11.19 Date; and (ii) any Subsidiaries Subsidiary formed or acquired after the Closing Date either in which joins this Agreement as a transaction permitted by Guarantor pursuant to Section 8.2.4 or Section 8.2.6 or consented to by 11.18, provided that the Required Banks so long as shall have consented to -------- such formation and joinder (such consent not to be unreasonably withheld) and that such Subsidiary has complied with Section 11.19and the Loan Parties, as applicable, shall grant and cause to be perfected first-priority Liens to the Agent in the 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 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 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 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, create directly or indirectly, indirectly any Subsidiary Subsidiaries other than (i) Subsidiaries existing any Subsidiary which has joined this Agreement as Borrower on the Closing Date which have complied with the provisions of Section 11.19 Date; and (ii) any Subsidiaries Subsidiary formed or acquired after the Closing Date either in which joins this Agreement as a transaction permitted by Borrower pursuant to Section 8.2.4 or Section 8.2.6 or consented to by 11.18 [Joinder of New Subsidiaries], provided that the Required Banks so long shall have consented to such formation and joinder. Except as such Subsidiary has complied with Section 11.19. Each otherwise permitted in this Agreement, 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 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 8.2.6venture.

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, create directly or indirectly, indirectly any Subsidiary Subsidiaries other than (i) Subsidiaries existing any Subsidiary which has joined this Agreement as Guarantor on the Closing Date which have complied with the provisions of Section 11.19 and (ii) any Subsidiaries Subsidiary formed or or, to the extent permitted by Section 8.2.6, acquired after the Closing Date either in which joins this Agreement as a transaction permitted by Guarantor pursuant to Section 8.2.4 or Section 8.2.6 or consented to by the Required Banks so long as 11.18 [Joinder of Guarantors], PROVIDED that such Subsidiary has complied with Section 11.19and the Loan Parties, as applicable, shall grant and cause to be perfected 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 Subsidiary 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 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 8.2.6venture.

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, create directly or indirectly, indirectly any Subsidiary Subsidiaries other than (i) Subsidiaries existing any Subsidiary which has joined this Agreement as Guarantor on the Closing Date; (ii) any Subsidiary formed after the Closing Date which have complied with the provisions joins this Agreement as a Guarantor pursuant to Section 11.18 [Joinder of Section 11.19 Guarantors]; and (iiiii) any Subsidiaries formed or acquired after the Closing Date either in a transaction permitted by Section 8.2.4 or Section 8.2.6 or consented to by the Required Banks so long as such Subsidiary has complied with Section 11.19Immaterial 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 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 8.2.6venture.”

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 Subsidiary Subsidiaries other than (i) Subsidiaries existing any Subsidiary which has joined this Agreement as Guarantor on the Closing Date which have complied with the provisions of Section 11.19 Date; and (ii) any Subsidiaries Subsidiary formed or acquired after the Closing Date either in which joins this Agreement as a transaction permitted by Guarantor pursuant to Section 8.2.4 or Section 8.2.6 or consented 11.18 [Joinder of Guarantors], provided that (unless such Subsidiary is formed solely to by make a Permitted Acquisition) the Required Banks so long as shall have consented to such formation and joinder and that such Subsidiary has complied with Section 11.19and 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 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 8.2.6venture.

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, create directly or indirectly, indirectly any Subsidiary Subsidiaries other than (i) Subsidiaries existing any Subsidiary which has joined this Agreement as a Borrower on the Closing Date which have complied with the provisions of Section 11.19 and (ii) any Subsidiaries Subsidiary formed or acquired after the Closing Date either in which joins this Agreement as a transaction permitted by Borrower pursuant to Section 8.2.4 or Section 8.2.6 or consented to by the Required Banks so long as such Subsidiary has complied with Section 11.1911.18. 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 except that 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 Loan Parties may become a joint venturer or hold a joint venture interest limitations set forth in any joint venture formed or acquired in a transaction permitted by Section 8.2.4 or Section 8.2.68.2.20.