Common use of Partial Subsidiaries Clause in Contracts

Partial Subsidiaries. (a) For purposes of this Agreement, the term “Partial Subsidiaries” means any and all corporations, partnerships and limited liability companies in which any Seller owns or holds common stock, partnership interests or membership interests amounting to less than one hundred percent (100%) of the total outstanding common stock, partnership interests or membership interests of such entity. (b) Schedule 3.26 sets forth for each Partial Subsidiary: (1) its name and jurisdiction of incorporation or organization; (2) the Ownership Interest held by the appropriate Seller and which will be assigned to the appropriate Buyer; (3) its directors and officers, general partners or managers, as the case may be; and (4) its U.S. federal income tax classification. (c) Sellers have delivered to Buyers accurate and complete copies, as applicable, of the articles of incorporation, charter, bylaws, operating agreement, partnership agreement, or shareholders or membership agreement, as amended to date, of each Partial Subsidiary. (d) The appropriate Seller has title to the Ownership Interest of the respective Partial Subsidiaries. Except as set forth on Schedule 3.26, Sellers have the right to sell, assign, transfer and deliver the same to Buyers, free and clear of all claims, security interests, Liens, pledges, charges, escrows, options, proxies, rights of first refusal, preemptive rights, mortgages, hypothecations, prior assignments, title retention agreements, indentures, security agreements or any other limitation, encumbrance or restriction of any kind, except those arising under applicable federal or state securities laws.

Partial Subsidiaries. (a) For purposes of this Agreement, the term “Partial Subsidiaries” means any and all corporations, partnerships and limited liability companies in which any Seller Entity owns or holds common stock, partnership interests or membership interests amounting to less than one hundred percent (100%) % of the total outstanding common stock, partnership interests or membership interests interest of such entity, and which common stock, partnership interests or membership interests will be assigned by the Seller Entity to the appropriate Buyer Entity as part of the Assets. (b) Schedule 3.26 3.27 sets forth for all Partial Subsidiaries and, with respect to each Partial Subsidiary: (1) its name and jurisdiction of incorporation or organization; (2) the Ownership Interest equity or non-equity interests and percentage ownership held by the appropriate Seller Entity and which will be assigned to the appropriate BuyerBuyer Entity (the “Partial Subsidiary Interests”); and (3) its directors and officers, general partners or managers, as the case may be; and (4) its U.S. federal income tax classification. (c) Sellers The Seller Entities have delivered to Buyers Buyer and the Buyer Entities accurate and complete copies, as applicable, of the articles of incorporation, charter, bylaws, operating agreement, partnership agreement, or shareholders or membership agreement, as amended to date, of each Partial Subsidiary. (d) The appropriate applicable Seller Entity has good and marketable title to the Ownership Interest of the respective all Partial Subsidiaries. Except Subsidiary Interests set forth in Schedule 3.27 and, except as set forth on Schedule 3.263.27, Sellers have the Seller Entity has the right to sell, assign, transfer and deliver the same to Buyersthe appropriate Buyer Entity, free and clear of all claims, security interests, Liens, pledges, charges, escrows, options, proxies, rights of first refusal, preemptive rights, mortgages, hypothecations, prior assignments, title retention agreements, indentures, security agreements or any other limitation, encumbrance or restriction of any kindEncumbrances, except those arising under applicable federal or state securities laws.