Operating Subsidiaries. Those Subsidiaries of the Borrower that, at any time of reference, provide management, construction, design or other services (excluding any such Subsidiary which may provide any such services which are only incidental to that Subsidiary’s ownership of one or more Real Estate), and any successors or assigns of their respective businesses and/or assets which are Subsidiaries of the Borrower or MCRC.
Operating Subsidiaries. (a) Schedule C hereto sets forth the name of each operating subsidiary of the Company (each, an “Operating Subsidiary” and collectively, the “Operating Subsidiaries”) and the jurisdiction in which such Operating Subsidiary is incorporated. Each Operating Subsidiary is a duly organized and validly existing corporation or other entity and has all requisite corporate power and authority to carry on its business as now conducted. Each Operating Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a Material Adverse Effect.
(b) All of the outstanding shares of capital stock of each Operating Subsidiary of the Company are duly and validly authorized and issued, fully paid and non-assessable and are owned directly by the Company, free and clear of all liens, encumbrances, preemptive rights, subscription rights, other rights to purchase, voting or transfer restrictions and other claims, except as set forth in or contemplated by the Credit Agreement, the First Lien Debt Commitment Letter and the Second Lien Debt Commitment Letter. There are no outstanding rights, warrants or options to acquire, or instruments convertible into or exchangeable for, any equity interests of any Operating Subsidiary.
(c) Each subsidiary of the Company that is not an Operating Subsidiary (i) has consolidated gross revenues for the period of four fiscal consecutive quarters most recently ended of less than $5,000, (ii) has consolidated total assets on the last day of the fiscal quarter most recently ended of less than $5,000 and (iii) does not own or possess the right to use any Intellectual Property Rights or other assets that are material to the business of the Company and its subsidiaries, taken as a whole. For purposes of this Agreement, the terms “subsidiary” and “subsidiaries” of any person means any corporation, partnership, joint venture, limited liability company, association or other legal entity of which such person (either alone or through or together with any other subsidiary), owns, directly or indirectly, 50% or more of the stock or other equity interests the holder of which is generally entitled to vote for the election of the board of directors or other governing body of such corporation, partnership, joint venture, limited liability company, association or other legal entity.
Operating Subsidiaries. Those Subsidiaries of the Borrower that, at any time of reference, provide management, construction, design or other services (excluding any such Subsidiary which may provide any such services which are only incidental to that Subsidiary's ownership of one or more Real Estate), and any successors or assigns of their respective businesses and/or assets which are Subsidiaries of the Borrower or the Guarantors.
Operating Subsidiaries. The Company controls its Operating Subsidiaries through the Control Agreements, and there is no enforceable written agreement to rescind, amend or change the material terms of such Control Agreements other than as contemplated by this Agreement.
Operating Subsidiaries. All of Borrower’s operating Subsidiaries are parties to this Agreement.
Operating Subsidiaries. A. (owned by GWI Holdings, Inc.) GWI, Inc. Xxxx Baking Company (Iowa) Xxxx Baking Company (Del.)
Operating Subsidiaries. OLLC owns, directly or indirectly, 100% of the limited liability company interests or stock, as applicable, in each of the Operating Subsidiaries. Such equity interests have been duly authorized and validly issued in accordance with the Organizational Documents of each Operating Subsidiary and are fully paid (to the extent required under such Organizational Documents) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and OLLC owns, directly or indirectly, such equity interests free and clear of all Liens other than restrictions imposed thereon by applicable securities Laws or by the Operating Subsidiaries’ Organizational Documents and Liens securing obligations under the Credit Agreement.
Operating Subsidiaries. Collectively, (a) Emmis Radio Corporation, Emmis Meadowlands Corporation, Emmis Publishing Corporation, Mediatex Communications Corporation, Los Angeles Magazine Holding Company, Inc., and Emmis Enterprises, Inc., each an Indiana corporation; (b) Emmis Radio, LLC, an Indiana limited liability company; (c) Emmis International Broadcasting Corporation, a California corporation; (d) the Partnership Subsidiaries and their successors; and (e) any new Subsidiaries acquired in connection with any Permitted Acquisition or any internal reorganization permitted pursuant to §10.5.1 of the OpCo Credit Agreement (as in effect on the date hereof) (a) used to hold assets (other than broadcast licenses) used in connection with, and to conduct operations of, any Station.
Operating Subsidiaries. Xxxxxxxxxxxx may assign any portion of the Exploration Agreement or Coal Lease to an Operating Subsidiary, or sublease any portion of the Coal Lease to an Operating Subsidiary. Xxxxxxxxxxxx guarantees the performance of any Operating Subsidiary to which any portion of the Exploration Agreement or Coal Lease is assigned or to which any lands covered therein are subleased.
Operating Subsidiaries. (a) Section 2.5(a) of the Disclosure Schedule sets forth: (i) the name of each Operating Subsidiary; (ii) the number and type of outstanding equity securities of each Operating Subsidiary and a list of the holders thereof; (iii) the jurisdiction of organization of each Operating Subsidiary; (iv) the names of the officers and directors of each Operating Subsidiary; and (v) the jurisdictions in which each Operating Subsidiary is qualified or holds licenses to do business as a foreign corporation.
(b) Each Operating Subsidiary is a corporation duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization. Each Operating Subsidiary is duly qualified to conduct business and, where applicable, is in good standing under the laws of each jurisdiction listed in Section 2.5(b) of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except for those jurisdictions in which the failure to be so qualified or in good standing that would not reasonably be expected to have a Business Material Adverse Effect. Each of the Operating Subsidiaries has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Parent has made available to the Buyer complete and accurate copies of the corporate charter, certificate of formation, operating agreement or by-laws, as the case may be, of each Operating Subsidiary. No Operating Subsidiary is in default under or in violation of any provision of its corporate charter or by-laws, except for any such default or violation that would not reasonably be expected to have a Business Material Adverse Effect.
(c) All of the issued and outstanding shares of capital stock of each Operating Subsidiary are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. All of the issued and outstanding shares of stock of each Operating Subsidiary are owned, directly or indirectly, of record and beneficially by a Business Subsidiary and such Business Subsidiaries have good title to such stock, free and clear of any Security Interest, contractual restriction or covenant, option or other adverse claim (whether arising by contract or by operation of law).
(d) There are no outstanding or authorized options, warrants, rights, agreements or c...
