ORGANIZATION AND OWNERSHIP OF SUBSIDIARIES Sample Clauses

ORGANIZATION AND OWNERSHIP OF SUBSIDIARIES. (a) Schedule 3.4 contains complete and correct lists, as of the Closing Date, of: (i) the Borrower’s and the Guarantor’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its equity interests outstanding owned by the Borrower and each other Subsidiary or other Persons; and (ii) of the ownership of the Borrower and the Guarantor and the percentage of shares, units or interests of each class of its equity outstanding and the ownership interests of such shares, units or interests. (b) All of the outstanding shares, units or interests of equity of each such domestic Subsidiary have been validly issued, are fully paid and nonassessable and are owned by the Borrower or another Subsidiary free and clear of any Lien. (c) Each of the Borrower’s domestic Subsidiaries is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in current status in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such domestic Subsidiary has the corporate, company or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) None of the Borrowers’ or Guarantor’s domestic Subsidiaries is a party to, or otherwise subject to any legal restriction or any agreement (other than this Agreement, the PNC Loan Agreement and customary limitations imposed by corporate law statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Borrower to which it is a Subsidiary or any of the Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary.
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
ORGANIZATION AND OWNERSHIP OF SUBSIDIARIES. Subsidiaries of the Borrower and Ownership of Subsidiary Stock
Sample 1Sample 2
ORGANIZATION AND OWNERSHIP OF SUBSIDIARIES. One hundred percent (100%) of the outstanding shares of Capital Stock of each direct subsidiary (that is, those companies listed without any symbol preceding them) are owned by Xxxxx & Xxxxx, Inc. ● = indirect subsidiary, whose outstanding shares of Capital Stock (or, in the case of companies identified as limited liability companies, membership interests) are owned 100% by the direct subsidiary (company listed without any symbol preceding its name) listed above the name of such indirect subsidiary o = indirect subsidiary whose outstanding shares of Capital Stock are owned 100% by the indirect subsidiary (company with ● symbol preceding its name) listed above the name of such indirect subsidiary AFC Insurance, Inc. (PA) Allocation Services, Inc. (FL) American Specialty Insurance & Risk Services, Inc. (IN) Azure International Holding Co. (DE) B&B Protector Plans, Inc. f/k/a Underwriters Services, Inc. (FL) ● B&B Protector Plans Insurance Services of Texas, LLC (TX) Balcones-Southwest, Inc. (TX) Xxxxx & Xxxxx of Florida, Inc. f/k/a & B Insurance Services, Inc. (FL) ● Axiom Re, Inc. (FL) ● Xxxxxx Xxxxx Insurance Agency, Inc. (FL) ● Halcyon Underwriters, Inc. (FL) ● MacDuff Underwriters, Inc. (FL) o MacDuff America, Inc. (FL) o MacDuff Pinellas Underwriters, Inc. (FL) Braishfield Associates, Inc. (FL) Xxxxx & Xxxxx Agency of Insurance Professionals, Inc. (OK) ● Xxxxxx-Xxxxxx, Inc. (OK) o Xxxxxx-Xxxxxx of Arkansas, Inc. (AR) Xxxxx & Xxxxx Disaster Relief Foundation (FL non-profit) Xxxxx & Xxxxx Insurance Agency of Virginia, Inc. (VA) Xxxxx & Xxxxx Insurance Benefits, Inc. (TX) Xxxxx & Xxxxx Insurance of Arizona, Inc. (AZ) ● Azure IV Acquisition Corporation (AZ) ● Xxxxx & Xxxxx of New Mexico, Inc. (NM) Xxxxx & Xxxxx Insurance of Georgia, Inc. (GA) Xxxxx & Xxxxx Insurance of Nevada, Inc. (NV) Xxxxx & Xxxxx Insurance Services of El Paso, Inc. (TX) Xxxxx & Xxxxx Insurance Services of San Antonio, Inc.(TX) Xxxxx & Xxxxx Insurance Services of Texas, Inc. (TX) Xxxxx & Xxxxx Metro, Inc. (NJ) Xxxxx & Xxxxx of Arkansas, Inc. (AR) Xxxxx & Xxxxx of Bartlesville, Inc. (OK) Xxxxx & Xxxxx of California, Inc. (CA) Xxxxx & Xxxxx of Central Carolina, Inc. (NC) Xxxxx & Xxxxx of Central Oklahoma, Inc. (OK) Xxxxx & Xxxxx of Colorado, Inc. (CO) Xxxxx & Xxxxx of Connecticut, Inc. (CT) Xxxxx & Xxxxx of Delaware, Inc. (DE) Xxxxx & Xxxxx of Illinois, Inc. (IL) Xxxxx & Xxxxx of Iowa, Inc. (IA) Xxxxx & Xxxxx of Louisiana, Inc. (LA) Xxxxx & Xxxxx of Michigan, Inc. (MI) Xxxxx & Xxxxx of Min...
Sample 1
ORGANIZATION AND OWNERSHIP OF SUBSIDIARIES. The jurisdiction of incorporation or organization, and the ownership of all the issued and outstanding capital stock or other equity interests of each Subsidiary is set forth on the attached organizational charts. Unless otherwise indicated, all of the issued and outstanding capital stock or other equity interests of each Subsidiary is owned by the company immediately above such Subsidiary. The jurisdiction of incorporation or organization is either evident from the corporate name, or noted in parentheses below the name of each Subsidiary or in a footnote. See attached organizational charts. Interface, Inc. and Subsidiaries Confidential
Sample 1
ORGANIZATION AND OWNERSHIP OF SUBSIDIARIES. Section 6.2(a) of the Disclosure Schedule sets forth each Company Subsidiary, its jurisdiction of incorporation, the jurisdictions in which it is licensed or otherwise qualified to do business as a foreign entity, its tax residence, its equity owner(s) and the percentage of shares or other equity interests owned by each such equity owner. All of the Subsidiary Shares are: (i) Owned by the entity or entities set forth on Section 6.2(a) of the Disclosure Schedule free and clear of any Lien or restriction on transfer (other than any restrictions under the Securities Act and applicable state and foreign securities Laws); and (ii) Duly authorized, validly issued, fully paid and nonassessable.
Sample 1
ORGANIZATION AND OWNERSHIP OF SUBSIDIARIES. (a) Schedule 5.4 is (except as noted therein) a complete and correct list of the Company’s Restricted and Unrestricted Subsidiaries, showing, as to each Subsidiary, the correct name thereof and the jurisdiction of its organization. (b) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact.
Sample 1
ORGANIZATION AND OWNERSHIP OF SUBSIDIARIES. (a) Schedule 5.4 is (except as noted therein) a complete and correct list of the Company's Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary. (b) All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien. (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact.
Sample 1
AutoNDA by SimpleDocs
ORGANIZATION AND OWNERSHIP OF SUBSIDIARIES. The jurisdiction of incorporation and the ownership of all issued and outstanding capital stock for each Subsidiary of Borrower are as follows: Jurisdiction of Date of Percentage of Name of Subsidiary Incorporation Incorporation Ownership ---------------------------- -------------- ------------- ------------- American Southern Insurance Company Georgia 12-14-36 100% American Safety Insurance Company Georgia 1-14-88 100% Automated Systems of Georgia, Inc. Georgia 9-12-89 100% Automobile Safety Management, Inc. Delaware 9-17-79 100% Premier Adjusting & Claims Service, Inc. Georgia 2-3-95 100% Hancxxx-Xxxxxxxxx Xxxners, Inc. Delaware 2-3-70 100% Irving Tanning Company Delaware 3-30-62 100% Irving Leather Company Maine 3-16-78 100% Vista Leather International Corp. Barbados 7-18-94 100% Kroy Tanning Company, Incorporated Delaware 2-2-65 100% Collagen International Products Corporation New York 6-30-70 100% Seagrave Leather Corporation Maine 10-1-79 100% Wilton Tanning Company Maine 6-29-59 100% SCHEDULE 5.05 CERTAIN PENDING AND THREATENED LITIGATION Hall v. Vista Resources, Inc., Civil Action No. XXX 00-0000, X.X. Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx. Xn September 1991, an action was instituted against Borrower and an unrelated third party, alleging product liability, negligence and breach of warranty. The plaintiff seeks damages for each of the allegations of up to $10,000,000. The plaintiff claims, among other things, that Maxim Motors, a former division of Borrower which was sold in 1975, had failed to design certain safety features in a fire truck manufactured and sold by Maxim Motors in 1972. Subsequently, the plaintiff dropped the action against the unrelated third party. Borrower, which is insured for up to $8,000,000 and is being defended by its insurance carrier, denies the allegations in this action. SCHEDULE 5.08(a) ENVIRONMENTAL COMPLIANCE None. 100 SCHEDULE 5.08(b) ENVIRONMENTAL NOTICES None. SCHEDULE 5.08(c) ENVIRONMENTAL PERMITS None. 102 SCHEDULE 5.11 BURDENSOME RESTRICTIONS None. SCHEDULE 5.12 TAX FILINGS AND PAYMENTS Since 1994, American Southern Insurance Company, a subsidiary of Borrower ("American Southern"), has paid premium taxes in Florida in accordance with the methodology advocated by the Florida Department of Revenue (the "Department") in the Florida Premium Tax Litigation described below (the "Florida Methodology"). For the period from the acquisition of American Southern through 1993, American Southern did not pay premium taxes in F...
Sample 1

Related to ORGANIZATION AND OWNERSHIP OF SUBSIDIARIES

  • Organization and Ownership of Shares of Subsidiaries (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of the Company’s Restricted and Unrestricted Subsidiaries as of the Execution Date, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization and, with respect to each Material Subsidiary, the percentage of shares of each class of its Capital Stock outstanding owned by the Company and each other Subsidiary. (b) All of the outstanding shares of Capital Stock of each Subsidiary owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary is a party to, or otherwise subject to, any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting its ability to make Restricted Payments to the Company or any of its Subsidiaries that owns outstanding shares of Capital Stock of such Subsidiary, except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes.

  • Organization and Ownership of Shares of Subsidiaries; Affiliates (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (1) the Parent Guarantor’s Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, the percentage of shares of each class of its Capital Stock outstanding owned by the Parent Guarantor and each other Subsidiary and whether such Subsidiary is a Qualified Asset Guarantor or another Subsidiary Guarantor, (2) the Unconsolidated Affiliates, and (3) each Constituent Company’s directors and senior officers. (b) All of the outstanding shares of Capital Stock of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor and its Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by the Parent Guarantor or another Subsidiary free and clear of any Lien that is prohibited by this Agreement. (c) Each Subsidiary (other than a Subsidiary Guarantor) is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor or any of its Subsidiaries that owns outstanding shares of Capital Stock of such Subsidiary.

  • Ownership of Subsidiaries The Borrower will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that each of its Subsidiaries is a wholly owned Subsidiary.

  • Formation of Subsidiaries Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent a joinder to the Guaranty and Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

  • Due Incorporation and Organization The Adviser is duly organized and is in good standing under the laws of the State of Connecticut and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder.

  • Organization; Subsidiaries (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to carry on its business as it is now being conducted. The Company is duly qualified and licensed as a foreign corporation to do business, and is in good standing (and has paid all relevant franchise or analogous taxes), in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary, except where the failure to so qualify or be licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (b) Each Significant Subsidiary is a corporation, limited liability company, limited partnership or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority to carry on its business as it is now being conducted except where the failure to be in good standing or to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 3.1(b) of the disclosure schedule delivered by the Company to the Investors on the date hereof (the "Company Disclosure Schedule"), (i) the Company owns, either directly or indirectly through one or more Subsidiaries, all of the capital stock or other equity interests of the Significant Subsidiaries free and clear of all liens, charges, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances ("Encumbrances") and (ii) there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary, or any contract, agreement or other commitment of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Significant Subsidiary or pursuant to which any Significant Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except for the Subsidiaries and except as set forth on Section 3.1(b) of the Company Disclosure Schedule, the Company does not own, directly or indirectly, any interest in any corporation, limited liability company, partnership, business association or other Person.

  • Due Organization; Subsidiaries (a) The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. (b) The Company is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) The Company has no Subsidiaries, except for the Entities identified in Section 2.1(c) of the Company Disclosure Schedule; and neither the Company nor any of the Entities identified in Section 2.1(c) of the Company Disclosure Schedule owns any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities identified in Section 2.1(c) of the Company Disclosure Schedule. Each of the Company’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be reasonably expected to have a Company Material Adverse Effect. (d) Neither the Company nor any of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither the Company nor any of its Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Company nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

  • Company Ownership of Other Entities The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other entity.

  • Due Organization; Subsidiaries; Etc (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The Company is qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have and would not reasonably be expected to have a Material Adverse Effect. (b) The Company does not own any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity other than its Subsidiaries. The Company has not agreed and is not obligated to make, and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. (c) Section 3.1(c) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company is a corporation or other business entity duly incorporated or organized (as applicable), validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease and operate the assets and properties that it purports to own, lease and operate and to carry on its business as now conducted, except where any failure thereof has not had, and would not reasonably be expected to have a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified or in good standing has not had, and would not reasonably be expected to have a Material Adverse Effect.

  • Organization and Qualification; Subsidiaries (a) MAMP is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. MAMP is duly qualified or licensed to do business, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (b) The Operating Partnership is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite organizational power and authority and any necessary governmental authorization to enter into this Agreement and the other Transactions to which it is a party. The Operating Partnership has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in this Agreement and the Other Merger Agreements. (c) Each MAMP Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a MAMP Material Adverse Effect. (d) Schedule 2.1(d) sets forth a true and complete list of the MAMP Subsidiaries, together with (i) the respective jurisdiction of incorporation or organization, as the case may be, of each MAMP Subsidiary and (ii) the type of and percentage of interest held, directly or indirectly, by MAMP in each MAMP Subsidiary. (e) Neither MAMP nor any MAMP Subsidiary directly or indirectly owns any interest or investment (whether equity or debt) in any Person (other than in the MAMP Subsidiaries and investments in short-term investment securities).

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!