Company and its Subsidiaries. At the Effective Time, the assets of the Company, its Subsidiaries and, to the best Knowledge of the Company, the participants in the Affiliate Program will constitute all the equipment and other assets presently used in the conduct of (except as sold or retired in the ordinary course of business) or necessary to operate the businesses of the Company and its Subsidiaries in accordance with past practice. All assets of the Company, its Subsidiaries and, to the best Knowledge of the Company, the participants in the Affiliate Program, including those assets set forth on the Company Disclosure Letter, including those reflected in the financial statements included in the Company Reports, the Company 1997 Financial Statements or otherwise, are, in the aggregate, well maintained and in good operating condition, and, with respect to the tank trailers, facilities and tractors, are free from all structural flaws and design and engineering deficiencies which would materially reduce the useful life of such assets, except for reasonable wear and tear and except for items which have been written down in the financial statements included in the Company Reports or the Company 1997 Financial Statements to a realizable market value or for which adequate reserves have been provided in the financial statements included in the Company Reports or the Company 1997 Financial Statements. The present quantity of all such equipment of the Company, its Subsidiaries and the participants in the Affiliate Program is reasonably necessary, in the aggregate, in the present course of the business conducted by the Company and its Subsidiaries. All of such equipment (except for leased equipment for which the lessors have valid security interest) is free and clear of any Encumbrance other than Permitted Encumbrances.
Company and its Subsidiaries. The Parties acknowledge and agree that: (a) the corporate particulars of the Group Companies at the time the Original Agreement was executed and through the time immediately prior to the Chen/Liang Transfer are as set out in Schedule 1-A and Schedule 2 of this Agreement; (b) the corporate particulars of the Group Companies following the Chen/Liang Transfer and through the time immediately prior to the LTBVI Share Transfer are as set out in Schedule 1-B and Schedule 2 of this Agreement; (c) the record ownership of the Company’s share capital immediately prior to the LTBVI Share Transfer is as set out in Schedule 1-B of this Agreement; (d) the corporate structure of the Group existing immediately prior to the Chen/Liang Transfer is as set out in Schedule 3-A of this Agreement; (e) the corporate structure of the Group following the Chen/Liang Transfer and existing immediately prior to the LTBVI Share Transfer is as set out in Schedule 3-B of this Agreement; and (f) the corporate structure of the Group upon and resulting from the LTBVI Share Transfer is as set out in Schedule 3-C of this Agreement.
Company and its Subsidiaries. (a) The corporate particulars of the Group Companies after the completion of the Subscription and the issuance of the Preferred Shares shall be as set out in Schedule 1 and Schedule 2 of this Agreement.
(b) The corporate structure of the Group after the completion of the Subscription and the issuance of the Preferred Shares shall be as set out in Schedule 3 of this Agreement (the “Corporate Structure”).
Company and its Subsidiaries. (a) The Company is a corporation duly incorporated, validly existing and in good standing (or the equivalent thereof) under the Laws of the State of California and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company is duly qualified or licensed to do business and is in good standing (or the equivalent thereof) in each jurisdiction in which the character or location of the properties owned, leased or operated by the Company or the nature of the business conducted by the Company makes such qualification necessary, except where the failure to so qualify has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Company.
(b) The Company does not own, directly or indirectly, any capital stock or other equity, ownership, proprietary or voting interest in any Person.
(c) There are no restrictions of any kind that prevent or restrict the payment of dividends or other distributions by the Company other than those imposed by the Laws of general applicability of their respective jurisdictions of organization.
Company and its Subsidiaries taken as a whole; provided that in the event of -------- the occurrence of a material adverse effect as described in the foregoing clauses (w), (x) or (y), such Borrower shall have five days after receipt of notice from Administrative Agent to cure such material adverse effect (without causing a material adverse effect for any other Borrower) before it shall become a "Material Adverse Effect" as defined in this clause (i); (ii) the impairment in any material respect of the ability of any Loan Party to perform, or of any Agent or any Lender to enforce, the Obligations; or (iii) a material adverse effect on the value of the Collateral or the amount which any Agent or any Lender would be likely to receive (after giving consideration to delays in payment and costs of enforcement) in the liquidation of the Collateral.
Company and its Subsidiaries. Subject to the exceptions set forth in the schedules of the Company delivered by the Company to Parent and the Merger Subsidiary concurrently with this Agreement (the “Company Disclosure Schedule”), as a material inducement to Parent and the Merger Subsidiary to enter into this Agreement, the Company, Xxxxx Xxxx, Xxxxxxx Xxxx and Xxxxxxx Xxxxxx, jointly and severally, represent and warrant to Parent as follows:
Company and its Subsidiaries. (a) The Company is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware and has all requisite limited liability company power and authority to own, lease and operate its properties and to carry on its business as now being conducted.
(b) Each of (i) Dynegy Coal Investments Holdings, LLC, a limited liability company formed under the laws of the State of Delaware, (ii) Dynegy Midwest Generation, LLC, a limited liability company formed under the laws of the State of Delaware, and (iii) Havana Dock Enterprises, LLC, a limited liability company formed under the laws of the State of Delaware, is a Subsidiary of the Company. Each Subsidiary of the Company is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware and each Subsidiary of the Company has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted.
(c) Neither the Company nor any of its Subsidiaries has any Indebtedness other than Indebtedness arising pursuant to the CoalCo First Lien Term Loan Credit Agreement.
Company and its Subsidiaries. The Executive further agrees and covenants that, except as may be required by the Company in connection with this Agreement, or with the prior written consent of the Company, the Executive shall not, either during the term of this Agreement or thereafter, directly or indirectly, use for the Executive's own benefit or for the benefit of another, or disclose, disseminate, or distribute to another, any Trade Secret (whether or not acquired, learned, obtained, or developed by the Executive alone or in conjunction with others) of the Company or its subsidiaries or of others with whom the Company or its subsidiaries has a business relationship. All memoranda, notes, records, drawings, documents, or other writings whatsoever made, compiled, acquired, or received by the Executive during the term of this Agreement, arising out of, in connection with, or related to any activity or business of the Company or its subsidiaries, including, but not limited to, the customers, suppliers, or others with whom the Company or its subsidiaries has a business relationship, the arrangements of the Company or its subsidiaries with such parties, and the pricing and expansion policies and strategy of the Company or its subsidiaries, are, and shall continue to be, the sole and exclusive property of the Company or its subsidiaries, as applicable, and shall, together with all copies thereof and all advertising literature, to be returned and delivered to the Company by the Executive immediately, without demand, upon the termination of this Agreement, or at any time upon the Company's demand.
Company and its Subsidiaries. As used in this Agreement, the word "Subsidiary" means, with respect to the Company or the Parent, any corporation or other organization, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party or any Subsidiary of such party do not have a majority of the voting interest in such partnership) or (ii) at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the Board of Directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such party, by any one or more of its Subsidiaries, or by such party and one or more of its Subsidiaries. A list of all direct or indirect Subsidiaries of the Company, including their jurisdiction of incorporation or organization, capitalization and equity owners is set forth in Section 4.1(a) of the Disclosure Schedule delivered by the Company to the Parent pursuant to this Agreement (the "Disclosure Schedule"). Except as set forth in Section 4.1(a) of the Disclosure Schedule, the Company does not own, directly or indirectly, or have any voting rights with respect to, any capital stock or other securities of any corporation or any direct or indirect equity or other ownership interest in any business. References to a wholly owned Subsidiary of an entity include a Subsidiary all of the common equity of which is owned directly or through "wholly owned" Subsidiaries by such entity. As used in this Agreement, any reference to any event, change or effect being material or having a material adverse effect on or with respect to an entity (or such entity and its Subsidiaries) means such event, change or effect which is materially adverse to the business, assets, prospects, results of operations or financial condition of such entity (or, if with respect to such entity and its Subsidiaries, such group of entities taken as a whole), but does not include any adverse change or effect on the prospects of such entity or group of entities resulting from general economic or industry conditions. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification...
Company and its Subsidiaries. The corporate particulars of the Group Companies as of the date hereof are set out in Schedule 1 and Schedule 2 of this Agreement (the “Corporate Structure”).
