Common use of Ownership Structure Clause in Contracts

Ownership Structure. As of the Effective Date, Part I of Schedule 7.1.(b) is a complete and correct list of all Subsidiaries of the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests. Except as disclosed in such Schedule, as of the Effective Date (i) each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens (but excluding Liens of the type described in clause (h) of the definition of Permitted Liens) and other than Liens on Equity Interests of Subsidiaries of Borrower that do not directly or indirectly own interests in Unencumbered Pool Properties), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (ii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iii) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any such Person. As of the Effective Date Part II of Schedule 7.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent.

Ownership Structure. As of the Effective Closing Date, Part I of Schedule 7.1.(b) 4.24 is a complete and correct list of all Subsidiaries of the Parent Borrower and of each Loan Party setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interests Capital Securities in such Subsidiary, (iii) the nature of the Equity Interests Capital Securities held by each such Person, and (iv) the percentage of ownership of such Subsidiary represented by such Equity InterestsCapital Securities. Except as disclosed in such SchedulePart I of Schedule 4.24, as of the Effective Closing Date (i) each of the Parent Borrower and its Subsidiaries ownsown, free and clear of all Liens (other than Permitted Liens (but excluding Liens of the type described in clause (h) of the definition of Permitted Liens) and other than Liens on Equity Interests of Subsidiaries of Borrower that do not directly or indirectly own interests in Unencumbered Pool Properties), and has the unencumbered right to vote, all outstanding Equity Interests Capital Securities in each Person shown to be held by it on such Schedule, (ii) all of the issued and outstanding capital stock Capital Securities of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iii) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests Capital Securities of any type in, any such Person. As of the Effective Date Except as listed on Part II of Schedule 7.1.(b) correctly sets forth all Unconsolidated Affiliates 4.24, neither the Loan Parties nor their respective Subsidiaries are engaged in any joint venture or partnership with any other Person. Except as listed on Part III of Schedule 4.24, there are no outstanding stock purchase warrants, subscriptions, options, securities, instruments or other rights of any type or nature whatsoever, which are convertible into, exchangeable for or otherwise provide for or permit the issuance of Capital Securities of the Parent, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly Loan Parties or indirectly by the Parenttheir respective Subsidiaries.

Ownership Structure. As of the Fifth Amendment Effective Date, Part I of Schedule 7.1.(b) is a complete and correct list of all Subsidiaries of the Parent Holdings setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, and (iv) the percentage of ownership of such Subsidiary represented by such Equity InterestsInterests and (v) whether such Subsidiary is a Material Subsidiary, an Exempt Subsidiary and/or a Foreign Subsidiary. Except as disclosed in such Schedule, as of the Fifth Amendment Effective Date (i) each of Holdings, the Parent Borrower, the other Loan Parties and its the other Subsidiaries owns, free and clear of all Liens (other than Permitted nonconsensual Liens (but excluding Liens of the type described in clause (h) of the definition of Permitted Liens) and other than Liens on Equity Interests of Subsidiaries of Borrower that do not directly or indirectly own interests in Unencumbered Pool Propertiespermitted under Section 10.2.), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (ii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iii) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any such Person. As of the Fifth Amendment Effective Date Part II of Schedule 7.1.(b) correctly sets forth all Unconsolidated Affiliates of the ParentBorrower, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the ParentHoldings.

Ownership Structure. As of the Effective Date, Part I of Schedule 7.1.(b7.1(b) is is, as of the First Modification Effective Date, a complete and correct list of all Subsidiaries of the Parent Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such SubsidiaryPerson, (ii) each Person directly holding any Equity Interests Interest in such SubsidiaryPerson, (iii) the nature of the Equity Interests held by each such Person, and (iv) the percentage of ownership of such Subsidiary Person represented by such Equity InterestsInterests (provided that non-material errors in such schedule shall not constitute an Event of Default hereunder so long as all parties which are required to become Guarantors hereunder have in fact become Guarantors hereunder, notwithstanding such errors). Except As of the First Modification Effective Date, except as disclosed in such ScheduleSchedule 7.1(b), as of the Effective Date (iA) each of the Parent Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens (but excluding Liens of the type described in clause (h) of the definition of Permitted Liens) and other than Liens on Equity Interests of Subsidiaries of Borrower that do not directly or indirectly own interests in Unencumbered Pool Properties), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such ScheduleSchedule 7.1(b), (iiB) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable non-assessable, and (iiiC) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any such PersonLoan Party. As of the First Modification Effective Date Date, Part II of Schedule 7.1.(b7.1(b) correctly sets forth all Unconsolidated Affiliates of the ParentBorrower, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the ParentBorrower.

Ownership Structure. As of the Effective Date, Part I of Schedule 7.1.(b6.1.(b) is is, as of the Agreement Date, a complete and correct list of all Subsidiaries of each of the Parent Borrowers setting forth (i) for each such Subsidiary, Subsidiary (iA) the jurisdiction of organization of such Subsidiary and (B) whether such Subsidiary is a Material Subsidiary, and (ii) for each Person such Subsidiary that owns or leases a Property, and/or owns or holds a Structured Finance Investment or Mortgage Receivable, that as of the Agreement Date is eligible for inclusion in a calculation of Unencumbered Asset Value (A) each Borrower or Subsidiary holding any direct or indirect Equity Interests Interest in such Subsidiary, (iiiB) the nature of the Equity Interests held by each such Person, and (ivC) the percentage of ownership of such Subsidiary represented by such Equity Interests. Except As of the Agreement Date, except as disclosed in such Schedule, as (A) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements in each case entered into in the ordinary course of the Effective Date (i) business, each of the Parent Borrowers and its their Subsidiaries owns, free and clear of all Liens (other than Permitted Liens (but excluding Liens of the type described in clause (h) of the definition of Permitted Liens) and other than Liens on Equity Interests of Subsidiaries of Borrower that do not directly or indirectly own interests in Unencumbered Pool Properties), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (iiB) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iiiC) except with respect to (I) any Subsidiary which is not a Wholly Owned Subsidiary, (II) any Subsidiary which is a Single Asset Entity and (III) customary provisions in partnership agreements, lease agreements, mortgages and similar agreements, in each case entered into in the ordinary course of business, there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any such Person. As of the Effective Date Agreement Date, Part II of Schedule 7.1.(b6.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parenteach Borrower, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parentapplicable Borrower.

Ownership Structure. As of the Effective First Amendment Date, Part I of Schedule 7.1.(b) is a complete and correct list of all Subsidiaries of the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, and (iv) the percentage of ownership of such Subsidiary represented by such Equity InterestsInterests and (v) whether such Subsidiary is a Material Subsidiary, a Significant Subsidiary, an Excluded Subsidiary, an Accommodation Subsidiary, an Issuer on the First Amendment Date or none of the foregoing. Except as disclosed in such Schedule, as of the Effective First Amendment Date (iA) each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens (but excluding Liens of the type described in clause (h) of the definition of Permitted Liens) and other than Liens on Equity Interests of Subsidiaries of Borrower that do not directly or indirectly own interests in Unencumbered Pool Properties), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such ScheduleSchedule 7.1.(b), (iiB) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iiiC) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any such Person. As of the Effective Date First Amendment Date, Part II of Schedule 7.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent.

Ownership Structure. As Part I of Schedule 7.1(b) is, as of the Effective Date, Part I of Schedule 7.1.(b) is a complete and correct list of all Subsidiaries of the Parent Borrower setting forth for each such Subsidiary, (i) the jurisdiction of organization of such SubsidiaryPerson, (ii) each Person holding any Equity Interests Interest in such SubsidiaryPerson, (iii) the nature of the Equity Interests held by each such Person, Person and (iv) the percentage of ownership of such Subsidiary Person represented by such Equity InterestsInterests (provided that non-material errors in such schedule shall not constitute a Default hereunder so long as all parties which are required to become Guarantors hereunder have in fact become Guarantors hereunder, notwithstanding such errors). Except as disclosed in such Schedule, as of the Effective Date (iA) each either the Borrower or one of the Parent and its Subsidiaries other Loan Parties owns, free and clear of all Liens (other than Permitted Liens (but excluding Liens of the type described in clause (h) of the definition of Permitted Liens) and other than Liens on Equity Interests of Subsidiaries of Borrower that do not directly or indirectly own interests in Unencumbered Pool Properties), and has the unencumbered right to vote, all outstanding Equity Interests in each Person Subsidiary shown to be held by it on such Schedule, (iiB) all of the issued and outstanding capital stock of each such Person Subsidiary organized as a corporation is validly issued, fully paid and nonassessable and (iiiC) there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any such PersonSubsidiary. As of the Effective Date Part II of Schedule 7.1.(b7.1(b) correctly sets forth forth, as of the Effective Date, all Unconsolidated Affiliates of the ParentBorrower, including the correct legal name of such PersonUnconsolidated Affiliates, the type of legal entity which each such Person Unconsolidated Affiliate is, and all Equity Interests ownership interests in such Person Unconsolidated Affiliates held directly or indirectly by the ParentBorrower.

Ownership Structure. As of the Effective Agreement Date, Part I of Schedule 7.1.(b6.1.(b) is a complete and correct list of all Subsidiaries of the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, and (iv) the percentage of ownership of such Subsidiary represented by such Equity InterestsInterests and (v) whether such Subsidiary is a Material Subsidiary. Except as disclosed in such Schedule, as of the Effective Agreement Date (i) each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens (but excluding Liens of the type types described in clause clauses (ha), (e) and (f) of the definition of the term “Permitted Liens) and other than Liens on Equity Interests of Subsidiaries of Borrower that do not directly or indirectly own interests in Unencumbered Pool Properties”), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (ii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iii) except (x) with respect to certain outstanding stock options granted to certain trustees of the Parent and employees of the Borrower, (y) the right of affiliates of the Xxxx Xxxxxxx Company to receive limited partnership units in the Borrower instead of cash pursuant to the terms of that certain Limited Liability Company Agreement of Xxxxxxx Investors, LLC dated August 11, 2015 and (z) the right of affiliates of Xxx Xxxxxx and Associates to receive limited partnership units in the Borrower instead of cash pursuant to the terms of that certain Limited Liability Company Agreement of XX Xxxxxxxx Company, LLC dated March 23, 2010, there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible 4889-7534-3155, v. 14 into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any such Person. As of the Effective Agreement Date Part II of Schedule 7.1.(b6.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent.

Ownership Structure. As of the Effective Third Amendment Date, Part I of Schedule 7.1.(b6.1.(b) is a complete and correct list of all Subsidiaries of the Parent setting forth for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any Equity Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such Person, and (iv) the percentage of ownership of such Subsidiary represented by such Equity InterestsInterests and (v) whether such Subsidiary is a Material Subsidiary. Except as disclosed in such Schedule, as of the Effective Third Amendment Date (i) each of the Parent and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens (but excluding Liens of the type types described in clause clauses (ha), (e) and (f) of the definition of the term “Permitted Liens) and other than Liens on Equity Interests of Subsidiaries of Borrower that do not directly or indirectly own interests in Unencumbered Pool Properties”), and has the unencumbered right to vote, all outstanding Equity Interests in each Person shown to be held by it on such Schedule, (ii) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (iii) except with respect to certain outstanding stock options granted to certain trustees of the Parent and employees of the Borrower and the right of affiliates of the Xxxx Xxxxxxx Company to receive limited partnership units in the Borrower instead of cash pursuant to the terms of that certain Limited Liability Company Agreement of Xxxxxxx Investors, LLC dated August 11, 2015, there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation, any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any such Person. As of the Effective Date Third Amendment Date, Part II of Schedule 7.1.(b6.1.(b) correctly sets forth all Unconsolidated Affiliates of the Parent, including the correct legal name of such Person, the type of legal entity which each such Person is, and all Equity Interests in such Person held directly or indirectly by the Parent.