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 (other than Excluded Subsidiaries) to own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as a Borrower or a Guarantor on the Closing Date; (ii) any domestic Subsidiary formed after the Closing Date which joins this Agreement as a Guarantor by delivering to the Administrative Agent (A) a signed Guarantor Joinder; (B) documents in the forms described in Section 7.1 [First Loans] modified as appropriate; and upon the occurrence of and during the continuation of a Collateralization Event, (C) documents necessary to grant and perfect Prior Security Interests to the Administrative Agent for the benefit of the Lenders in the Collateral held by such Subsidiary, (iii) any Excluded Subsidiary; and (iv) any foreign Subsidiary (other than an Excluded Subsidiary) which has executed documents necessary to grant and perfect Prior Security Interests to the Administrative Agent for the benefit of the Lenders in up to 65% of the equity interests of such Subsidiary. Each of the Loan Parties shall not become or agree to become a party to a Joint Venture.

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries (other than Excluded Subsidiaries) to own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as a Borrower or a Guarantor on the Closing Date; (ii) any domestic Unrestricted Subsidiary; (iii) any Disposition Subsidiary; or (iv) any Subsidiary formed after the Closing Date which joins this Agreement as a Guarantor by delivering to the Administrative Agent (A) a signed Guarantor Joinder; (B) documents in the forms described in Section 7.1 [First LoansLoans and Letters of Credit] modified as appropriate; and upon the occurrence of and during the continuation of a Collateralization Event, (C) documents necessary to grant and perfect Prior Security Interests to the Administrative Agent for the benefit of the Lenders in the equity interests of, and Collateral held by such Subsidiaryby, (iii) any Excluded Subsidiary; and (iv) any foreign Subsidiary (other than an Excluded Subsidiary) which has executed documents necessary to grant and perfect Prior Security Interests to the Administrative Agent for the benefit of the Lenders in up to 65% of the equity interests of such Subsidiary. Each of the Loan Parties shall not become or agree to become a party to a Joint Venture other than a Permitted Joint Venture.

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries (other than Excluded Subsidiaries) to own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as a Borrower or a Guarantor on the Closing Date; (ii) any domestic Subsidiary (other than an ImmaterialExcluded Subsidiary) formed after the Closing Date which joins this Agreement as a Guarantor by delivering to the Administrative Agent within thirty (30) days after the formation of such Subsidiary (A) a signed Guarantor Joinder; (B) documents in the forms described in Section 7.1 [First LoansLoans and Letters of Credit] modified as appropriate; and upon the occurrence of and during the continuation of a Collateralization Event, (C) documents necessary to grant and perfect Prior Security Interests to the Administrative Agent for the benefit of the Lenders in the equity interests of, and Collateral held by by, such Subsidiary, and (iii) any Excluded ImmaterialExcluded Subsidiary; and (iv) any foreign Subsidiary (other than an Excluded Subsidiary) which has executed documents necessary . Notwithstanding the foregoing, the parties hereto agree that Benefits Administration Technologies, Inc. is not required to grant and perfect Prior Security Interests to the Administrative Agent for the benefit of the Lenders in up to 65% of the equity interests of such Subsidiarybe a Guarantor. Each of the Loan Parties shall not become or agree to become a party to a Joint Venture, unless such Joint Venture is permitted under Section 8.2.4(vi) [Loans and Investments] hereof.

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries (other than Excluded Subsidiaries) to own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as a Borrower or a Guarantor on the Closing Date; (ii) any domestic Subsidiary, now existing or hereafter created, that the Administrative Agent, in its reasonable discretion, determines to be an Excluded Subsidiary and (ii) any Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Guarantor by delivering to the Administrative Agent (A) a signed Guarantor Joinder; (B) documents in the forms described in Section 7.1 [First Loans] modified as appropriate; and upon the occurrence of and during the continuation of a Collateralization Event, (C) documents necessary to grant and perfect Prior Security Interests to the Administrative Agent for the benefit of the Lenders in the equity interests of, and Collateral held by such Subsidiaryby, (iii) any Excluded Subsidiary; and (iv) any foreign Subsidiary (other than an Excluded Subsidiary) which has executed documents necessary to grant and perfect Prior Security Interests to the Administrative Agent for the benefit of the Lenders in up to 65% of the equity interests of such Subsidiary. Each of the Loan Parties shall not become or agree to become a party to a Joint Venture.

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries (other than Excluded Subsidiaries) to own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as a Borrower or a Guarantor on the Closing Date; (ii) any domestic Subsidiary formed or acquired (as permitted hereunder) after the Closing Date which joins this Agreement as a Guarantor by delivering to the Administrative Agent (A) a signed Guarantor Joinder; (B) documents in the forms described in Section 7.1 [First LoansLoans and Letters of Credit] modified as appropriate; and upon the occurrence of and during the continuation of a Collateralization Event, (C) documents necessary to grant and perfect · Prior Security Interests (subject to Permitted Liens) to the Administrative Agent for the benefit of the Lenders in the equity interests of, and Collateral held by by, such Subsidiary, ; and (iii) any Excluded Subsidiary; Subsidiary and (iv) any foreign Subsidiary (other than an formed or acquired by any Excluded Subsidiary) which has executed documents necessary to grant and perfect Prior Security Interests , provided, however, that any such Subsidiary of any Excluded Subsidiary shall be subject to the Administrative Agent for the benefit same Terms and provisions of the Lenders in up this Agreement which are applicable to 65% of the equity interests of such Excluded Subsidiary. Each None of the Loan Parties shall not become or agree to become a party to a Joint Venture.

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries (other than Excluded Subsidiaries) to own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as a Borrower or a Guarantor on the Closing Date; (ii) any domestic Subsidiary (other than an Immaterial Subsidiary) formed after the Closing Date which joins this Agreement as a Guarantor by delivering to the Administrative Agent within thirty (30) days after the formation of such Subsidiary (A) a signed Guarantor Joinder; (B) documents in the forms described in Section 7.1 [First LoansLoans and Letters of Credit] modified as appropriate; and upon the occurrence of and during the continuation of a Collateralization Event, (C) documents necessary to grant and perfect Prior Security Interests to the Administrative Agent for the benefit of the Lenders in the equity interests of, and Collateral held by by, such Subsidiary, and (iii) any Excluded Immaterial Subsidiary; and (iv) any foreign Subsidiary (other than an Excluded Subsidiary) which has executed documents necessary . Notwithstanding the foregoing, the parties hereto agree that Benefits Administration Technologies, Inc. is not required to grant and perfect Prior Security Interests to the Administrative Agent for the benefit of the Lenders in up to 65% of the equity interests of such Subsidiarybe a Guarantor. Each of the Loan Parties shall not become or agree to become a party to a Joint Venture, unless such Joint Venture is permitted under Section 8.2.4(vi) [Loans and Investments] hereof.

Subsidiaries, Partnerships and Joint Ventures. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries (other than Excluded Subsidiaries) to own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as a Borrower or a Guarantor on the Closing Date; , (ii) any domestic Excluded Subsidiary as of the Closing Date; (iii) any Domestic Subsidiary created, acquired or otherwise formed after the Closing Date which in compliance with this Agreement (including, without limitation, Section 7.04 so long as either (A) such Domestic Subsidiary joins this Agreement as a Guarantor Guarantor, or (B) such Domestic Subsidiary is listed as an Excluded Subsidiary on Schedule A pursuant to an update to such schedule provided by delivering the Parent to the Administrative Agent within thirty (A30) a signed Guarantor Joinder; (B) documents in days after the forms described in Section 7.1 [First Loans] modified creation, acquisition or formation of such Domestic Subsidiary, or such later date as appropriate; and upon the occurrence of and during the continuation of a Collateralization Event, (C) documents necessary consented to grant and perfect Prior Security Interests to by the Administrative Agent for in its reasonable discretion and approved by the benefit of Administrative Agent and the Required Lenders in the Collateral held by such Subsidiary, (iii) any Excluded Subsidiary; and (iv) any foreign Foreign Subsidiary created, acquired or otherwise formed after the Closing Date in compliance with this Agreement (other than an Excluded Subsidiary) which has executed documents necessary including Section 7.04). Except as permitted pursuant to grant and perfect Prior Security Interests to the Administrative Agent for the benefit of the Lenders in up to 65% of the equity interests of such Subsidiary. Each Section 7.04, each of the Loan Parties shall not become or agree to become a party to a Joint Venture.