Ownership of Sellers. (i) Suiza Dairy Group, LLC and Provider own, directly or indirectly, 100% of the limited partnership interests and 99.9% of the partnership interests of Dairy Group, free and clear of any Adverse Claim (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement). Dairy Group Receivables GP, LLC (f/k/a Suiza Receivables GP, LLC) is the general partner of Dairy Group and owns, directly or indirectly, 100% of the general partnership interests and 0.1% of the partnership interests of Dairy Group, free and clear of any Adverse Claim (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement). There are no options or other rights to acquire any partnership interest of Dairy Group. 100% of the membership interests of Dairy Group Receivables GP, LLC are owned, directly or indirectly by Provider.
(ii) Xxxx Dairy Holdings, LLC and Provider own, directly or indirectly, 100% of the limited partnership interests and 99.9% of the partnership interests of Dairy Group II, free and clear of any Adverse Claim (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement). Dairy Group Receivables XX XX, LLC is the general partner of Dairy Group II and owns, directly or indirectly, 100% of the general partnership interests and 0.1% of the partnership interests of Dairy Group II, free and clear of any Adverse Claim (except any Adverse Claim in favor of the Collateral Agent in accordance with the Xxxx Credit Agreement). There are no options or other rights to acquire any partnership interest of Dairy Group II. 100% of the membership interests of Dairy Group Receivables XX XX, LLC are owned, directly or indirectly by Provider.
Ownership of Sellers. Candlewood is the sole owner, directly or indirectly, of all of the issued and outstanding beneficial interests in the Sellers and the transactions contemplated by this Agreement are of direct material benefit to Candlewood.
Ownership of Sellers. ShoLodge is the sole owner, directly or indirectly, of all of the issued and outstanding beneficial interests in the Sellers and the transactions contemplated by this Agreement are of direct material benefit to ShoLodge.
Ownership of Sellers. Alterra is the sole owner, directly or indirectly, of all of the issued and outstanding capital stock of ALS and all of the issued and outstanding membership interests of Wynwood and the transactions contemplated by this Agreement are of direct material benefit to Alterra.
Ownership of Sellers. Section 3.4 of the Disclosure Schedule lists the names of the owners of all capital stock of each Seller, other than Parent, as of the date hereof.
Ownership of Sellers. (a) Section 2.3(a) of the Disclosure Schedule sets forth all of the outstanding Equity Interests in THC and the record holders and beneficial owners thereof. Except as set forth in Section 2.3(a) of the Disclosure Schedule, there are no voting agreements, voting trusts, proxies, registration rights agreements, equity holder agreements or other Contracts with respect to any of the Equity Interests of THC.
(b) Section 2.3(b) of the Disclosure Schedule sets forth all of the outstanding Equity Interests in each of the Sellers other than THC. Except as set forth in Section 2.3(b) of the Disclosure Schedule, there are no voting agreements, voting trusts, proxies, registration rights agreements, equity holder agreements or other Contracts with respect to any of the Equity Interests of any Seller other than THC.
(c) Except as set forth in Section 2.3(a) and Section 2.3(b) of the Disclosure Schedule, no equity or voting interests in any Seller are authorized, issued, reserved for issuance or outstanding. No current or former equity owner of any Seller or any other Person is contesting (whether or not pursuant to any Action) the legal or beneficial ownership of the outstanding Equity Interests of any Seller or any distributions or contributions relating thereto or asserting that Equity Interests other than those set forth on Section 2.3(a) and Section 2.3(b) of the Disclosure Schedule are or should be outstanding. All of the outstanding Equity Interests of each Seller have been duly authorized and validly issued and were not issued in violation of any preemptive or other rights. No Person is a party to any outstanding or authorized option, warrant, right (including any preemptive right), subscription, claim of any character, Contract, obligation, convertible or exchangeable securities, or other commitments, contingent or otherwise, pursuant to which any Seller is or may become obligated to issue, deliver or sell, or cause to be issued, delivered or sold, Equity Interests in any Seller or any securities convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for or acquire, any Equity Interests in any Seller.
Ownership of Sellers. Candlewood is the sole owner, directly or indirectly, of all of the issued and outstanding beneficial interests in the Sellers (except that JPD owns one percent (1%) of the membership interests in the Jersey City Owner), and the transactions contemplated by this Agreement are of direct material benefit to Candlewood.
Ownership of Sellers. The entire authorized capital stock of each of the Sellers and each Direct Stockholder that is an entity is set forth in ss.3(e) of the Disclosure Schedule. The Persons that hold of record or beneficially own the issued and outstanding shares of capital stock of each Seller and Direct Stockholder that is an entity, together with the number of shares so held or owned, are set forth in ss.3(e) of the Disclosure Schedule.
Ownership of Sellers. Stock 8 3.2 Authority and Capacity 8 3.3 Absence of Conflicting Agreements or Required Consents 8 3.4 Interested Transactions 9 3.5 Securities Representations 9 3.6 Organization, Authority and Capacity 9 3.7 Authorization and Validity 9 3.8 Absence of Conflicting Agreements or Required Consents 10 3.9 Governing Documents of Sellers 10 3.10 Predecessors 10 3.11 Financial Statements 10 3.12 Absence of Changes 10 3.13 No Undisclosed Liabilities 12 3.14 Litigation, Etc. 12 3.15 No Violation of Law 12 3.16 Real and Personal Property 13 3.17 Contracts and Commitments 14 3.18 Employment and Labor Matters 15 3.19 Employee Benefit Matters 16 3.20 Insurance Policies 16 3.21 Environmental Matters 17 3.22 Accounts Receivable and Payable 18 3.23 Taxes 18 3.24 Licenses, Authorizations and Provider Programs 19 3.25 Inspections and Investigations 20 3.26 Certain Relationships 20 3.27 Debt Instruments 21 3.28 Fraud and Abuse 21
Ownership of Sellers. FCH is the sole record and beneficial owner, directly or indirectly, of all of the issued and outstanding equity interests in the Sellers and the transactions contemplated by this Agreement are of direct material benefit to FCH.
