Ownership of Loan Parties and Subsidiaries Sample Clauses

Ownership of Loan Parties and Subsidiaries. As of the Closing Date, no Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.12, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party in the amounts specified on Schedule 5.12 free and clear of all Liens except those created under the Collateral Documents. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purporting to be pledged by) it under the Collateral Documents, free of any and all Liens, rights or claims of other persons, except the security interest created by the Collateral Documents. As of the Closing Date (other than with respect to Borrower), there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests (or any economic or voting interests therein).
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Ownership of Loan Parties and Subsidiaries. (a) As of the Amendment No. 2 Effective Date Schedule 5.12(a) of the Disclosure Schedules is a true and complete organizational chart of Parent and all of its Subsidiaries, which the Loan Parties shall update upon notice to Administrative Agent promptly following the completion of any Permitted Acquisition and promptly following the incorporation, organization, or formation of any Subsidiary. (b) Schedule 5.12(b) of the Disclosure Schedules lists each Loan Party’s jurisdiction of organization, legal name and organizational identification number, if any, and the location of such Loan Party’s chief executive office and principal place of business, in each case as of the Amendment No. 2 Effective Date, and such Schedule 5.12(b) of the Disclosure Schedules also lists all jurisdictions of organization and legal names of such Loan Party for the five years preceding the Amendment No. 2 Effective Date. (c) As of the Amendment No. 2 Effective Date, no Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.12(c) of the Disclosure Schedules, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and, as of the Amendment No. 2 Effective Date, are owned by a Loan Party in the amounts specified on Schedule 5.12(c) of the Disclosure Schedules free and clear of all Liens except those created under the Collateral Documents and Permitted Liens.
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Ownership of Loan Parties and Subsidiaries. The Loan Parties have no Subsidiaries other than those specifically disclosed in Schedule 8(p), which Schedule sets forth the legal name, jurisdiction of incorporation or formation and authorized and issued Equity Interests of each such Subsidiary. All of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and, other than with respect to Equity Interests held by the Historical Shareholders, and are owned by a Loan Party (or a Subsidiary) in the amounts specified on Schedule 8(p) free and clear of all Liens except for those created under the Loan Documents. Except as set forth in Schedule 8(p), there are no outstanding rights to purchase any Equity Interests in any Subsidiary. All of the outstanding Equity Interests in the Loan Parties and Subsidiaries have been validly issued, and are fully paid and non-assessable and, other than with respect to Equity Interests held by the Historical Shareholders, are owned in the amounts specified on Schedule 8(p) free and clear of all Liens except for those created under the Loan Documents. The copies of the organization documents of each Loan Party and each Subsidiary and each amendment thereto provided pursuant to Section 4 are true and correct copies of each such document, each of which is valid and in full force and effect.
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Ownership of Loan Parties and Subsidiaries. Capital Securities
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Ownership of Loan Parties and Subsidiaries. (a) As of the Closing Date Schedule 5.12(a) of the Disclosure Schedules is a true and complete organizational chart of Parent and all of its Subsidiaries, which the Loan Parties shall update upon notice to Administrative Agent promptly following the completion of any Permitted Acquisition and promptly following the incorporation, organization, or formation of any Subsidiary. (b) Schedule 5.12(b) of the Disclosure Schedules lists each Loan Party’s jurisdiction of organization, legal name and organizational identification number, if any, and the location of such Loan Party’s chief executive office and principal place of business, in each case as of the Closing Date, and such Schedule 5.12(b) of the Disclosure Schedules also lists all jurisdictions of organization and legal names of such Loan Party for the five years preceding the Closing Date. (c) As of the Closing Date, no Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.12(c) of the Disclosure Schedules, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and, as of the Closing Date, are owned by a Loan Party in the amounts specified on Schedule 5.12
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Ownership of Loan Parties and Subsidiaries of the Existing Credit Agreement is hereby incorporated herein by reference mutatis mutandis. 5.13
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Ownership of Loan Parties and Subsidiaries. (a) As of the Closing Date, the authorized capital stock of the Company consists of (i) 5,000,000 shares of common stock, $0.001 par value per share, of which 3,076,923 shares are issued and outstanding and (ii) 200,000 shares of preferred stock, $0.001 par value per share, of which (A) 110,770 shares are undesignated and (B) 89,230 shares are designated as Series A 8% Cumulative Compounding Preferred stock and are issued and outstanding. All of the outstanding capital stock of the Company has been validly issued, is fully paid and non-assessable and is owned beneficially and of record as of the Closing Date by the Persons listed on Part I of Schedule 4.3 (CORPORATE OWNERSHIP), free and clear of all Liens. Except as otherwise disclosed in writing to the Administrative Agents, no Stock of the Company is subject to any option, warrant, right of conversion or purchase or any similar right, nor are there any agreements or understandings to which the Company is a party with respect to the voting, sale or transfer of any shares of Stock of the Company or any agreement restricting the transfer or hypothecation of any such shares other than pursuant to the Management Stock Agreement. (b) The authorized capital stock of the US Borrower consists of 1,000 shares of common stock, $0.01 par value per share, of which 100 shares are issued and outstanding as of the Closing Date. All of the outstanding capital stock of the US Borrower has been validly issued, is fully paid and non-assessable and is owned beneficially and of record by the Company, free and clear of all Liens except Liens created under the Collateral Documents. Except as otherwise disclosed in writing to the Administrative Agents, no Stock of the US Borrower is subject to any option, warrant, right of conversion or purchase or any similar right, nor are there any agreements or understandings to which the US Borrower is a party with respect to the voting, sale or transfer of any shares of Stock of the US Borrower or any agreement restricting the transfer or hypothecation of any such shares. (c) Set forth on Schedule 4.3 (CORPORATE OWNERSHIP) hereto is a complete and accurate list showing, as of the Closing Date, all Subsidiaries of the Company and, as to each such Subsidiary, the jurisdiction of its incorporation or formation, the number of shares of each class of Stock authorized (if applicable), the number of shares of each class of Stock outstanding on the Closing Date and the number and percentage of the...
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Related to Ownership of Loan Parties and Subsidiaries

  • Ownership of the Borrower Except as set forth in the Partnership Agreement of the Borrower, the Borrower has no obligation to any Person to purchase, repurchase or issue any ownership interest in it.

  • Investments and Subsidiaries The Borrower will not make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person or Affiliate, including any partnership or joint venture, nor purchase or hold beneficially any stock or other securities or evidence of indebtedness of any other Person or Affiliate, except: (a) Investments in direct obligations of the United States of America or any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America having a maturity of one year or less, commercial paper issued by U.S. corporations rated “A-1” or “A-2” by Standard & Poor’s Ratings Services or “P-1” or “P-2” by Xxxxx’x Investors Service or certificates of deposit or bankers’ acceptances having a maturity of one year or less issued by members of the Federal Reserve System having deposits in excess of $100,000,000 (which certificates of deposit or bankers’ acceptances are fully insured by the Federal Deposit Insurance Corporation); (b) Travel advances or loans to the Borrower’s Officers and employees not exceeding at any one time an aggregate of $50,000; (c) Prepaid rent not exceeding one month or security deposits; and (d) Current investments in the Subsidiaries in existence on the date hereof and listed in Schedule 5.5 hereto.

  • Equity Interests and Subsidiaries (a) Schedule 3.06(a) sets forth a list of (i) all the Subsidiaries and their jurisdiction of organization as of the Closing Date and (ii) the number of shares of each class of its Equity Interests authorized, and the number outstanding (and the record holder of such Equity Interests), on the Closing Date and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the Closing Date. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable and are owned by Holdings or Borrower, directly or indirectly through Wholly Owned Subsidiaries and all Equity Interests of Borrower are owned directly by Intermediate Holdings and all Equity Interests of Intermediate Holdings are owned directly by Holdings. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreements and Foreign Pledge Agreements, free of any and all Liens, rights or claims of other Persons, except the security interest created by the Security Agreements, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or Property that is convertible into, or that requires the issuance or sale of, any such Equity Interests. (b) No consent of any Person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or desirable in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Documents or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Documents or the exercise of remedies in respect thereof. (c) An accurate organization chart, showing the ownership structure of Holdings, Borrower and each Subsidiary on the Closing Date, and after giving effect to the Transaction, is set forth on Schedule 3.06(c).

  • 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.

  • Ownership of Borrower The REIT Guarantor is the sole general partner of the Borrower and owns free of any Lien or other claim not less than a sixty-six and two-thirds percent (66 2/3%) Equity Interest in the Borrower as the general partner thereof.

  • Subsidiaries; Equity Interests; Loan Parties (a) Subsidiaries, Joint Ventures, Partnerships and Equity Investments. Set forth on Schedule 5.20(a), is the following information which is true and complete in all respects as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02 and/or 6.13: (i) a complete and accurate list of all Subsidiaries, joint ventures and partnerships and other equity investments of the Loan Parties as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02 and/or 6.13, (ii) the number of shares of each class of Equity Interests in each Subsidiary outstanding, (iii) the number and percentage of outstanding shares of each class of Equity Interests owned by the Loan Parties and their Subsidiaries and (iv) the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.). The outstanding Equity Interests in all Subsidiaries are validly issued, fully paid and non-assessable and are owned free and clear of all Liens. There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to the Equity Interests of any Loan Party or any Subsidiary thereof, except as contemplated in connection with the Loan Documents.

  • 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.

  • Subsidiaries All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

  • Ownership of the Obligors An Obligor (other than the Company) is not or ceases to be a Subsidiary of the Company.

  • Excluded Subsidiaries (a) The Borrower will not permit any Excluded Subsidiary to (i) own or hold any Lien on any property of the Borrower or any Subsidiary Loan Party, (ii) incur any Indebtedness that is not Non-Recourse Debt, (iii) enter into any agreement, contract, arrangement or understanding with the Borrower or any Subsidiary Loan Party that is not expressly permitted by Section 6.09 or (iv) directly or indirectly own any Indebtedness of or Equity Interests in, or have any other investments in, the Borrower or any Subsidiary Loan Party. (b) Each Excluded Subsidiary shall be a Person with respect to which neither the Borrower nor any Subsidiary Loan Party has any direct or indirect obligation to (i) subscribe for additional Equity Interests, (ii) maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results or (iii) except to the extent permitted by Section 6.04, otherwise guarantee performance or payment of any obligations of such Person. (c) If, at any time, any Excluded Subsidiary fails to meet the requirements set forth in paragraphs (a) and (b) of this Section, such Subsidiary shall thereafter cease to be an Excluded Subsidiary for purposes of this Agreement and, as of such date, (i) any Indebtedness of such Subsidiary shall be deemed to be incurred by a Subsidiary Loan Party, (ii) any Liens on the property of such Subsidiary shall be deemed to be Liens on the property of a Subsidiary Loan Party, (iii) any investments in such Subsidiary shall be deemed to be investments in a Subsidiary Loan Party as of such date (and, if such Indebtedness, investments or Liens are not permitted to be incurred or to exist pursuant to this Agreement, the Borrower shall be in default hereunder) and (iv) the Borrower shall promptly comply with the requirements of Section 5.12 and 5.13 with respect to such Subsidiary.

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