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) Borrowers or Guarantors on the Closing Date, (ii) Vulcan-Xxxx Asphalt Marketing, LLC, a Delaware limited liability company, (iii) Inactive Subsidiaries set forth on Schedule 5.1.3 , and (iv) any Subsidiary existing on or formed after the Closing Date, which joins this Agreement as a Guarantor pursuant to Section 10.18 [Joinder of Guarantors], provided 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 Collateral held by such Subsidiary. Except in connection with an Other Permitted Investment permitted pursuant to Section 7.2.4(v) and a Permitted Acquisition permitted pursuant to Section 7.2.6, each of the Loan Parties shall not become or agree to become (i) a general or limited partner in any general or limited partnership, (ii) a member or manager of, or hold a limited liability company interest in, a limited liability company other than the LLC, or (iii) a joint venturer or hold a joint venture interest in any joint venture.

Subsidiaries, Partnerships and Joint Ventures. Each None 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) Borrowers or Guarantors Excluded Subsidiaries, (ii) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date, (ii) Vulcan-Xxxx Asphalt Marketing, LLC, a Delaware limited liability company, ; and (iii) Inactive Subsidiaries set forth on Schedule 5.1.3 , and (iv) any Subsidiary existing on (other than an Excluded Subsidiary) formed or formed acquired after the Closing Date, Date which joins this Agreement within 20 Business Days after the date of acquisition or formation thereof as a Guarantor pursuant by delivering to Section 10.18 [Joinder of Guarantors], provided that such Subsidiary the Administrative Agent and the Loan PartiesCollateral Trustee, as applicable, shall (A) a signed Guarantor Joinder, (B) documents in the forms described in Section 7.1 [First Loans and Letters of Credit], modified as appropriate, and (C) documents necessary to grant and cause to be perfected first priority Liens perfect Prior Security Interests to the Agent Collateral Trustee for the benefit of the Banks Secured Parties in the Collateral held by such Subsidiary. Except in connection with an Other Permitted Investment permitted pursuant to by Section 7.2.4(v) 8.2.4 [Loans and a Permitted Acquisition permitted pursuant to Section 7.2.6Investments], each none of the Loan Parties shall not become or agree to (1) become (i) a general or limited partner in any general or limited partnership, (ii) a member or manager of, or hold a limited liability company interest in, a limited liability company except that the Loan Parties may be general partners in other than the LLC, Loan Parties or (iii2) a joint venturer or hold a joint venture an equity interest in any joint ventureJoint 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) Borrowers or Guarantors Excluded Subsidiaries, (ii) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date, (ii) Vulcan-Xxxx Asphalt Marketing, LLC, a Delaware limited liability company, ; and (iii) Inactive Subsidiaries set forth on Schedule 5.1.3 , and (iv) any Subsidiary existing on (other than an Excluded Subsidiary) formed or formed acquired after the Closing Date, Date which joins this Agreement within 20 Business Days after the date of acquisition or formation thereof as a Guarantor pursuant by delivering to Section 10.18 [Joinder of Guarantors], provided that such Subsidiary the Administrative Agent and the Loan PartiesCollateral Trustee, as applicable, shall (A) a signed Guarantor Joinder, (B) documents in the forms described in Section 7.1 [First Loans and Letters of Credit], modified as appropriate, and (C) documents necessary to grant and cause to be perfected first priority Liens perfect Prior Security Interests to the Agent Collateral Trustee for the benefit of the Banks Secured Parties in the Collateral held by such Subsidiary. Except in connection with an Other Permitted Investment permitted pursuant to by Section 7.2.4(v) 8.2.4 [Loans and a Permitted Acquisition permitted pursuant to Section 7.2.6Investments], each none of the Loan Parties shall not become or agree to (1) become (i) a general or limited partner in any general or limited partnership, (ii) a member or manager of, or hold a limited liability company interest in, a limited liability company except that the Loan Parties may be general partners in other than the LLC, Loan Parties or (iii2) a joint venturer or hold a joint venture an equity interest in any joint ventureJoint Venture.

Subsidiaries, Partnerships and Joint Ventures. Each None 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) Borrowers or Guarantors Excluded Subsidiaries; (ii) any Subsidiary that has joined this Agreement as a Guarantor on the Closing Date, (ii) Vulcan-Xxxx Asphalt Marketing, LLC, a Delaware limited liability company, ; and (iii) Inactive Subsidiaries set forth on Schedule 5.1.3 , and (iv) any Subsidiary existing on formed or formed acquired after the Closing Date, which Date that joins this Agreement as a Guarantor pursuant to by complying with the procedures set forth in Section 10.18 11.17 [Joinder of Guarantors], provided that, other than with respect to Subsidiaries acquired in connection with Permitted Acquisitions (other than (a) entities acquired in the Platinum Acquisition that own any Proved Gas Reserves or (b) other entities that own any Proved Gas Reserves, and, with respect to each such entity, only to the extent required by Section 8.1.14), such Subsidiary and the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens Liens, subject to Permitted Liens, to the Agent Collateral Trustee for the benefit of the Banks Secured Parties in its assets as described in, and subject to the Collateral held by such Subsidiaryprovisions of, Section 8.1.14. Except in connection with an Other Permitted Investment permitted pursuant to Section 7.2.4(vby Sections 8.2.4(vi) and through (x) or as a result of the Permitted Acquisition permitted pursuant to Section 7.2.6of any general or limited partnership, each none of the Loan Parties shall not become or agree to (1) become (i) a general or limited partner in any general or limited partnership, (ii) a member or manager of, or hold a limited liability company interest in, a limited liability company other than the LLC, or (iii2) 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) Borrowers or Guarantors any Subsidiary which has joined this Agreement as Guarantor on the Closing Date, ; (ii) Vulcan-Xxxx Asphalt Marketingthe Inactive Subsidiaries, LLC, a Delaware limited liability company, and (iii) Inactive Subsidiaries set forth on Schedule 5.1.3 , and (iv) any Subsidiary existing on or formed after the Closing Date, Date which joins this Agreement as a Guarantor pursuant to Section 10.18 11.18 [Joinder of Guarantors], provided that (A) 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 Collateral all personal property held by by, and stock of or other ownership interests in, such Subsidiary. Except , and (B) any Inactive Subsidiary shall at all times have no assets other than immaterial assets consisting of receivables from Affiliates in connection with an Other Permitted Investment permitted amounts not exceeding $10,000 in the aggregate (i.e. for all Inactive Subsidiaries), voluntarily incur no liabilities and conduct no business, unless and until it joins this Agreement as a Guarantor pursuant to Section 7.2.4(v) and a Permitted Acquisition permitted pursuant 11.18 (at which time it shall cease to Section 7.2.6, each be an Inactive Subsidiary). Each of the Loan Parties shall not become or agree to (1) become (i) a general or limited partner in any general or limited partnership, (ii) a member or manager of, or hold a limited liability company interest in, a limited liability company except that the Loan Parties may be general partners in other than the LLCLoan Parties, or (iii2) 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) Borrowers or Guarantors on the Closing Date, (ii) Vulcan-Xxxx Asphalt Marketing, LLC, a Delaware limited liability companyLLC (SEM), (iii) LLC (ALL), (iv) Inactive Subsidiaries set forth on Schedule 5.1.3 5.1.3, provided however, if any such Subsidiary no longer remains an Inactive Subsidiary, it shall immediately join this Agreement as a Guarantor pursuant to Section 10.18, and (ivv) any Subsidiary existing on or formed after the Closing Date, which joins this Agreement as a Guarantor pursuant to Section 10.18 [Joinder of Guarantors], provided 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 Collateral held by such Subsidiary. Except in connection with an Other Permitted Investment permitted pursuant to Section 7.2.4(v) and a Permitted Acquisition permitted pursuant to Section 7.2.6, each of the Loan Parties shall not become or agree to become (i) a general or limited partner in any general or limited partnership, (ii) a member or manager of, or hold a limited liability company interest in, a limited liability company other than the LLCLLC (SEM) and LLC (ALL), or (iii) a joint venturer or hold a joint venture interest in any joint venture.”

Subsidiaries, Partnerships and Joint Ventures. Each None 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) Borrowers or Guarantors Excluded Subsidiaries, provided that with respect to each Foreign Subsidiary owned by a Domestic Loan Party, then 65% of the capital stock of such Foreign Subsidiary owned by a Domestic Loan Party shall be pledged to the Collateral Trustee for the benefit of the Secured Parties as required in accordance with Section 8.1.16 [Collateral]; (ii) any Subsidiary (other than Excluded Subsidiaries) that has joined this Agreement as a Guarantor on the Closing Date, (ii) Vulcan-Xxxx Asphalt Marketing, LLC, a Delaware limited liability company, ; and (iii) Inactive Subsidiaries set forth on Schedule 5.1.3 , and (iv) any Subsidiary existing on formed or formed acquired after the Closing Date, which Date that joins this Agreement as a Guarantor pursuant to by complying with the procedures set forth in Section 10.18 11.17 [Joinder of Guarantors], provided that such Subsidiary and the Loan Parties, as applicable, shall grant and cause to be perfected first priority Liens Liens, subject to Permitted Liens, to the Agent Collateral Trustee for the benefit of the Banks Secured Parties in the Collateral assets held by by, and stock of or other ownership interests in, such Subsidiary. Except in connection with an Other Permitted Investment permitted pursuant by Sections 8.2.4(vi) through (x), or, as to Section 7.2.4(v) and Gas Co. only, in connection with a Permitted Acquisition permitted pursuant to Section 7.2.6Gas Properties Transaction, each none of the Loan Parties shall not become or agree to (1) become (i) a general or limited partner in any general or limited partnership, (ii) a member or manager of, or hold a limited liability company interest in, a limited liability company other than the LLC, or (iii2) 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) Borrowers or Guarantors on the Closing Date, (ii) Vulcan-Xxxx Asphalt Marketing, LLC, a Delaware limited liability companyLLC (SEM), (iii) LLC (ALL), (iv) Inactive Subsidiaries set forth on Schedule 5.1.3 5.1.3, and (ivv) any Subsidiary existing on or formed after the Closing Date, which joins this Agreement as a Guarantor pursuant to Section 10.18 [Joinder of Guarantors], provided 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 Collateral held by such Subsidiary. Except in connection with an Other Permitted Investment permitted pursuant to Section 7.2.4(v) and a Permitted Acquisition permitted pursuant to Section 7.2.6, each of the Loan Parties shall not become or agree to become (i) a general or limited partner in any general or limited partnership, (ii) a member or manager of, or hold a limited liability company interest in, a limited liability company other than the LLCLLC (SEM) and LLC (ALL), or (iii) a joint venturer or hold a joint venture interest in any joint venture.