Corporate Subsidiaries Clause Samples
The Corporate Subsidiaries clause defines how the rights and obligations under an agreement extend to the subsidiaries of the contracting parties. Typically, this clause clarifies whether subsidiaries are included as beneficiaries or are bound by the terms, and may specify if actions taken by a subsidiary are considered actions of the parent company. Its core function is to ensure clarity regarding the involvement of related corporate entities, preventing disputes over whether subsidiaries are covered by the agreement.
Corporate Subsidiaries. All of the consolidated corporations, partnerships (including, without limitation, general, limited and limited liability partnerships) and limited liability companies in which the Company has a direct or indirect ownership interest are listed in Schedule C to this Agreement (collectively, the "Subsidiaries"). Each Subsidiary that is a corporation (a "Corporate Subsidiary") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum. Each Corporate Subsidiary is duly qualified and in good standing as a foreign corporation authorized to do business in each other jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect. All of the outstanding shares of capital stock of each Corporate Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable, were not issued in violation of or subject to any preemptive or similar rights, and, except as set forth on Schedule C, are owned by the Company directly, or indirectly through one of the other Subsidiaries, free and clear of all security interests, liens, encumbrances and equities and claims; and no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligations into shares of capital stock or ownership interests in any Corporate Subsidiary are outstanding.
Corporate Subsidiaries. ▇▇▇▇▇▇▇▇.▇▇▇ NETWORK ADVANCED TREATMENT SYSTEMS, INC. ATS OF ▇▇▇▇▇ COUNTY, INC. ATS OF DELAWARE, INC. ATS OF NORTH CAROLINA, INC. BATON ROUGE TREATMENT CENTER, INC. ▇▇▇▇▇▇▇ TREATMENT CENTER, INC. BGI OF BRANDYWINE, INC. BOWLING GREEN INN OF PENSACOLA, INC. BOWLING GREEN INN OF SOUTH DAKOTA, INC. CAPS OF VIRGINIA, INC. CARTERSVILLE CENTER, INC. CHARLESTON TREATMENT CENTER INC. CLARKSBURG TREATMENT CENTER, INC. COMPREHENSIVE ADDICTION PROGRAMS, INC. CORAL HEALTH SERVICES, INC. CRC ED TREATMENT, INC. CRC HEALTH OREGON, INC. CRC HEALTH TENNESSEE, INC. CRC HEALTH MANAGEMENT, INC. CRC WEIGHT MANAGEMENT, INC. CRC CALIFORNIA RD, INC. EAST INDIANA TREATMENT CENTER, INC. EVANSVILLE TREATMENT CENTER INC. GALAX TREATMENT CENTER, INC. GREENBRIER TREATMENT CENTER, INC. HUNTINGTON TREATMENT CENTER, INC. INDIANAPOLIS TREATMENT CENTER, INC. JAYCO ADMINISTRATION, INC. ▇▇▇▇-GRAND MANAGEMENT CO., INC. KANSAS CITY TREATMENT CENTER, INC. By: _____________________________ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer MINERAL COUNTY TREATMENT CENTER, INC. MWB ASSOCIATES-MASSACHUSETTS, INC. NATIONAL SPECIALTY CLINICS, INC. NSC ACQUISITION CORP. PARKERSBURG TREATMENT CENTER, INC. RICHMOND TREATMENT CENTER, INC. SAN DIEGO HEALTH ALLIANCE SHELTERED LIVING INCORPORATED SIERRA TUCSON INC. SOBER LIVING BY THE SEA, INC. SOUTHERN INDIANA TREATMENT CENTER INC. SOUTHERN WEST VIRGINIA TREATMENT CENTER, INC. SOUTHWEST ILLINOIS TREATMENT CENTER, INC. STONEHEDGE CONVALESCENT CENTER, INC. TRANSCULTURAL HEALTH DEVELOPMENT, INC. TREATMENT ASSOCIATES, INC. VIRGINIA TREATMENT CENTER, INC. VOLUNTEER TREATMENT CENTER, INC. WCHS OF COLORADO (G), INC. WCHS, INC. WHEELING TREATMENT CENTER, INC. WHITE DEER REALTY, LTD. WHITE DEER RUN, INC. WICHITA TREATMENT CENTER INC. ▇▇▇▇▇▇▇▇▇▇ TREATMENT CENTER, INC. WILMINGTON TREATMENT CENTER, INC. By: _____________________________ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer ASPEN EDUCATION GROUP, INC. ASPEN YOUTH, INC. AYS MANAGEMENT, INC. AHS OF IDAHO, INC. CAMP HUNTINGTON, INC. SUWS OF THE CAROLINAS, INC. WILDERNESS THERAPY PROGRAMS, INC. MOUNT BACHELOR EDUCATIONAL CENTER, INC. NEW LEAF ACADEMY, INC. NORTHSTAR CENTER, INC. SUNHAWK ACADEMY OF UTAH, INC. TALISMAN SCHOOL, INC. TEXAS EXCEL ACADEMY, INC. TURN-ABOUT RANCH, INC. YOUTH CARE OF UTAH, INC. LONE STAR EXPEDITIONS, INC. By: _____________________________ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer
Corporate Subsidiaries. All of the consolidated corporations, --------------------------- partnerships (including, without limitation, general, limited and limited liability partnerships) and limited liability companies in which the Company has a direct or indirect ownership interest are listed in Schedule C to this Agreement (collectively, the "Subsidiaries"). Each Subsidiary that is a corporation (a "Corporate Subsidiary") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum. Each Corporate Subsidiary is duly qualified and in good standing as a foreign corporation authorized to do business in each other jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect. All of the outstanding shares of capital stock of each Corporate Subsidiary have been duly authorized and validly issued, are fully paid and non- assessable, were not issued in violation of or subject to any preemptive or similar rights, and, except as disclosed in the Offering Memorandum, are owned by the Company directly, or indirectly through one of the other Subsidiaries, free and clear of any perfected security interests, and, to the Company's knowledge, any liens, encumbrances and equities and adverse claims; and no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligations into shares of capital stock or ownership interests in any Corporate Subsidiary are outstanding.
Corporate Subsidiaries. All of the issued and outstanding shares of capital stock of the Corporate Subsidiaries are duly authorized, validly issued, fully paid and nonassessable. There are no outstanding or authorized options, warrants, rights, agreements or commitments to which any Corporate Subsidiary is a party or which are binding upon any Corporate Subsidiary relating to the issuance, disposition or acquisition of any shares of capital stock of a Corporate Subsidiary. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to any Corporate Subsidiary. There are no agreements, voting trusts, proxies or understandings with respect to the voting, or registration under the Securities Act of 1933, as amended (the "Securities Act"), of any Shares. None of the Shares were issued in violation of the Securities Act or other applicable laws. All of the Shares are owned of record and beneficially by the Seller and, at the time of the Closing, the Seller will have good title to the Shares, free and clear of any liens, charges, claims, pledges, voting trusts, proxies, securityholder or similar agreements, encumbrances or restrictions other than applicable securities law restrictions ("Share Encumbrances"). No third party holds any right of first refusal or similar right with respect to the Shares.
Corporate Subsidiaries. Subsidiary Jurisdiction Class of Stock Authorized Shares Outstanding Shares Holder Subsidiary Jurisdiction Authorized Membership Interests (1) % of Outstanding LLC Interests of the Limited Liability Company Holder