Ownership of the Guarantors Sample Clauses

Ownership of the Guarantors. On the Second Amendment Effective Date, the Borrower owns, directly or indirectly, 100% of the issued and outstanding voting stock of each Guarantor.
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Ownership of the Guarantors. On the Effective Date, the Borrower owns, directly or indirectly, 100% of the issued and outstanding voting stock of each Guarantor.
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Ownership of the Guarantors. A Guarantor is not or ceases to be a Subsidiary of the Company.
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Ownership of the Guarantors. The Partnership owns, directly or indirectly, 100% of the issued limited liability company interests in each of the Guarantors; such limited liability company interests have been duly authorized and validly issued in accordance with the limited liability company agreement of such Guarantor (collectively with the limited liability company agreement of the General Partner, referred to herein as the “General Partner Agreement,” and the Partnership Agreement, the “Organizational Agreements”) and the certificate of formation of such Guarantor (collectively with the certificate of limited partnership of the Partnership, the certificate of formation of the General Partner, the certificate of incorporation and bylaws of Finance Corp and the Organizational Agreements, the “Organizational Documents”) and are fully paid (to the extent required under the Organizational Agreement of such Guarantor) and nonassessable (except (i) in the case of an interest in a Delaware limited liability company, as such nonassessability may be affected by matters described in Sections 18-303, 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”) and (ii) in the case of an interest in a limited liability company formed under the laws of another domestic state, as such nonassessability may be affected by similar provisions of such state’s limited liability company statute, as applicable); and the Partnership owns such limited liability company interests free and clear of all Liens, except for those Liens securing obligations under the Amended and Restated Credit Agreement.
Sample 1
Ownership of the Guarantors. The Borrower owns beneficially and of record all of the issued and outstanding Capital Stock of Aegis Consumer Finance and Aegis Consumer Finance owns beneficially and of record all of the issued and outstanding shares of the Capital Stock of Aegis Auto Finance in each case free and clear of all Liens other than Liens in favor of III Finance and the Indenture Trustee. Section 5.14.
Sample 1
Ownership of the Guarantors. The Borrower directly owns beneficially and of record 100 per cent. of the issued share capital of Hua Xxxx Xxxdings and Hua Xxxx Xxxdings directly owns beneficially and of record 100 per cent. of the issued share capital of Hua Xxxx Xxxnting.
Sample 1
Ownership of the Guarantors. (a) Subject to Section 5.17(d) or (e), USANi and the Borrower, respectively, agree at all times to own, directly or indirectly through Wholly Owned Subsidiaries, both beneficially and of record and free and clear of all Liens (other than Liens arising under the Pledge Agreement in favor of the Collateral Agent for the benefit of the Secured Parties), and control 100% of the capital stock or other equity interests of each of their Subsidiaries that is a Guarantor. (b) Promptly upon any Subsidiary holding a low power television license acquiring a full power television license, (i) USANi and the Borrower will cause such Subsidiary to become a party to the Guarantee Agreement and the Indemnity, Subrogation and Contribution Agreement and (ii) if any shares of capital stock, other equity interests or Indebtedness of such Subsidiary are owned by or on behalf of any Credit Party, the Borrower will cause such shares and promissory notes evidencing such Indebtedness to be pledged pursuant to the Pledge Agreement (except that, if such Subsidiary is a Foreign Subsidiary, shares of common stock of such Subsidiary to be pledged pursuant to the Pledge Agreement may be limited to 65% of the outstanding shares of common stock of such Subsidiary).
Sample 1
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Ownership of the Guarantors. The Partnership owns, directly or indirectly, 100% of the capital stock or membership interests, as applicable, in each of the Guarantors; such capital stock or membership interests, as applicable, have been duly authorized and validly issued in accordance with the certificate or articles of incorporation and bylaws or limited liability company agreement, as applicable, of such entity (as the same may be amended or restated at or prior to the Closing Date) and are fully paid (to the extent required under such applicable organizational documents, as the same may be amended or restated at or prior to the Closing Date) and nonassessable (except (x) in the case of an interest in a Delaware limited liability company, as such nonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”), and (y) in the case of an interest in an entity formed under the laws of a foreign jurisdiction, as such nonassessability may be affected by similar provisions of such jurisdiction’s partnership, limited or unlimited liability company statute, if any, as applicable); and the Partnership owns, directly or indirectly, such capital stock or membership interests, as applicable, free and clear of all liens, encumbrances (except restrictions on transferability as described in the Time of Sale Information and the Offering Memorandum or otherwise contained in such applicable organizational documents, as the same may be amended or restated at or prior to the Closing Date), security interests, charges or claims, other than those arising under (a) (i) the Partnership’s Third Amended and Restated Credit Agreement, dated as of February 23, 2018, and (ii) the related First Amendment to Third Amended and Restated Credit Agreement, dated as of September 4, 2019 (as the same may be further amended or restated at or prior to the Closing Date, the “Credit Agreement”), (b) the ISDA Master Agreement dated as of March 17, 2006, including the Third Amended and Restated Schedule dated June 17, 2016, between Calumet Lubricants Co., Limited Partnership, an Indiana limited partnership, predecessor to Calumet Refining and X. Xxxx & Company, as amended on June 17, 2016, and the related Schedule and Credit Support Annex thereto, (c) the ISDA Master Agreement dated as of May 10, 2013, between Calumet Refining and Xxxxxxx Xxxxx Commodities, Inc., as amended on April 20, 2016 and June 29, 2016, including the related Schedule and Cre...
Sample 1
Ownership of the Guarantors. The Borrower is the ultimate beneficial owner of all the issued share capital and voting rights in respect of each Guarantor free of Security Interests save for the Security Interests created pursuant to the Finance Documents.
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Related to Ownership of the Guarantors

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

  • 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.

  • Ownership of the Company At all times while this Parent Guarantee Agreement is in effect and while any of the obligations of the Parent Guarantor hereunder remain outstanding, one hundred percent (100%) of the outstanding capital stock of the Company shall be owned by the Parent Guarantor.

  • 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.

  • 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 Collateral (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

  • Ownership of Securities The Trustee, any authenticating agent, any paying agent, any Security Registrar or any other agent of the Company or of the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities and coupons with the same rights it would have if it were not Trustee, authenticating agent, paying agent, Security Registrar or such other agent of the Company or of the Trustee.

  • Ownership of the General Partner Teekay Holdings directly owns a 100% membership interest in the General Partner; such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the General Partner, as amended on or prior to the date hereof (the “General Partner LLC Agreement”), and is fully paid (to the extent required under the General Partner LLC Agreement) and nonassessable (except as such nonassessability may be affected by Section 51 of the Xxxxxxxx Islands Limited Liability Company Act); and Teekay Holdings owns such membership interest free and clear of all Liens.

  • 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.

  • Ownership of the Shares Selling Shareholders own all of the Shares, free and clear of all liens, claims, rights, charges, encumbrances, and security interests of whatsoever nature or type.

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