Partnership Subsidiaries. Each Subsidiary that is a partnership (a “Partnership”) has been duly organized, is validly existing as a partnership under the laws of its jurisdiction of organization and has the partnership power and partnership authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus. Each Partnership is duly qualified as a foreign partnership authorized to do business in each other jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect. The initial capital contributions with respect to the outstanding units of each Partnership have been made to the Partnership. Except as set forth in the Registration Statement and the Prospectus, the general and limited partnership interests therein held directly or indirectly by the Trust are owned free and clear of all security interests, liens, encumbrances and equities and claims; and no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligations into ownership interests in any partnership are outstanding. Each partnership agreement pursuant to which the Trust or a Subsidiary holds an interest in a Partnership is in full force and effect and constitutes the legal, valid and binding agreement of the Trust or Subsidiary that is a party thereto, enforceable against it in accordance with the terms thereof, except as enforcement thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. There has been no material breach of or default under, and no event which with notice or lapse of time would constitute a material breach of or default under, such partnership agreements by the Trust or any Subsidiary or, to the Trust’s knowledge, any other party to such agreements.
Partnership Subsidiaries. All Subsidiaries of the Partnership shall be subject to this Section 9.5. If at any time the Partnership acquires or creates one or more taxable entities that are includable as members of the Combined Group, they shall be subject to this Section 9.5 and all references to the Partnership herein shall thereafter be interpreted to refer to the Partnership and such subsidiaries as a group.
Partnership Subsidiaries. All taxable entities owned by the Partnership that are includable as members of the Combined Group shall be subject to this Agreement. If at any time the Partnership acquires or creates one or more taxable entities that are includable as members of the Combined Group, such entities shall be subject to these Sections 10.7 through 10.13 regardless if the entity qualifies as a “passive entity” in any year. All references to the Partnership herein shall thereafter be interpreted to refer to the Partnership and such entities as a group.
Partnership Subsidiaries. For purposes of subsections (a), (b) and (c) of this Section 5.1, any liability to indemnify or right to refund with respect to a Tax imposed on a Subsidiary that is a partnership shall be limited to the Subsidiary's liability for Taxes or right to refund of Taxes multiplied by the percentage used to allocate the Subsidiary's taxable income (i) to Seller and its Affiliates for purposes of subsection (a), and (ii) to Buyer and its Affiliates for purposes of subsection (b) unless the relevant taxing authority actually collects additional Taxes from one of the Companies or one of their Subsidiaries because such Company or Subsidiary is general partner of a Subsidiary that is a partnership, and such Company or Subsidiary is actually unable to collect such Taxes from another partner (in which case the liability of Buyer or Seller, as the case may be, shall not be limited by such percentage).
Partnership Subsidiaries. (a) Schedule 4.4(a) sets forth the name of each direct and indirect Subsidiary of Partnership and the jurisdiction of its incorporation or formation, as applicable. The Partnership is the sole stockholder of PennTex Finance Corp. (“XxxXx”) and owns 100% of the issued and outstanding capital stock of XxxXx; such capital stock has been duly authorized and is validly issued in accordance with the Organizational Documents of XxxXx and is fully paid (to the extent required under the Organizational Documents of XxxXx) and nonassessable; and the Partnership owns such capital stock free and clear of all Liens, except for those Liens securing obligations under the Partnership Credit Facility and except for transfer restrictions imposed under federal and state securities laws or under the Organizational Documents of XxxXx. The Partnership is the sole member of the PennTex Midstream Operating, LLC (the “Operating Company”) and owns 100% of the membership interests in the Operating Company; such membership interests have been duly authorized and are validly issued in accordance with the limited liability company agreement of the Operating Company (the “Operating Company Operating Agreement”) and are fully paid (to the extent required under the Operating Company Operating Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 18-303, 18-607 and 18-804 of the Delaware LLC Act); and the Partnership owns such membership interests free and clear of all Liens, except for those Liens securing obligations under the Partnership Credit Facility and except for transfer restrictions imposed under federal and state securities laws or under the Operating Company Operating Agreement. The Operating Company owns, directly or indirectly, 100% of the membership interests in each of the Operating Company Subsidiaries; such equity interests have been duly authorized and are validly issued in accordance with the Organizational Documents of each Operating Company Subsidiary and are fully paid (to the extent required under such Organizational Documents) and nonassessable (except as such nonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware LLC Act); and the Operating Company owns, directly or indirectly, such equity interests free and clear of all Liens, except for those Liens securing obligations under the Partnership Credit Facility and except for the transfer restrictions imposed under federal and sta...
Partnership Subsidiaries. The Partnership has no subsidiaries.
Partnership Subsidiaries. As of the date hereof, all of the issued and outstanding equity interests of each of the Partnership Subsidiaries are owned, directly or indirectly, by the Partnership; such equity interests have been duly authorized and validly issued in accordance with partnership agreement, limited liability company agreement, certificate of limited partnership, certificate of formation, conversion or other constituent document, as applicable (collectively, the “Organizational Documents”) of each of the Partnership Subsidiaries and are fully paid (to the extent required by applicable Law or in the Organizational Documents of the Partnership Subsidiaries, as applicable) and nonassessable (except as nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act and Sections 18-303, 18-607 and 18-804 of the Delaware LLC Act); and such equity interests are owned free and clear of all Liens except (i) as provided for in the Arc Logistics Credit Facility or the Organizational Documents of the Partnership Subsidiaries, as applicable, and (ii) in the case of JBBR Buyer as of the Closing Date, forty percent (40%) of the equity interests therein shall be owned by GE.
Partnership Subsidiaries. Schedule 4.1(d) of the Disclosure Letter lists for each of the Subsidiaries of the Partnership the Equity Securities of such Subsidiary that are authorized, the Equity Securities of such Subsidiary that are issued and outstanding, and the Persons owning such issued and outstanding Equity Securities and the number of Equity Securities owned by each such Person. All issued and outstanding Equity Securities of the Subsidiaries of the Partnership have been duly authorized and are validly issued, fully paid and nonassessable and owned by the Persons listed in Schedule 4.1(d) of the Disclosure Letter, each of which Persons has good and valid title to the Equity Securities so owned by it, free and clear of any Liens. All of the Equity Securities of each Subsidiary of the Partnership are owned, directly or indirectly, by the Partnership. There are no issued and outstanding Equity Securities, rights or obligations which are convertible into, exchangeable for, or exercisable to acquire any Equity Securities of any Subsidiary of the Partnership. No Subsidiary of the Partnership currently has, or has had since January 1, 2005, any Subsidiaries.
Partnership Subsidiaries. (a) Schedule 2.2(a) of the Seller Parties Disclosure Letter sets forth (i) each Subsidiary of the Partnership (the “Partnership Subsidiaries”), (ii) the ownership and voting interest therein of the Partnership, (iii) the identity and ownership and voting interest of each of the other owners, partners, members, managers, officers, directors and trustees of such Partnership Subsidiary, (iv) each property owned or leased by such Subsidiary, and (v) if not wholly owned by such Subsidiary, the identity and voting and ownership interest of each of the other owners of such property. As used in this Agreement, “Subsidiary” of any Person means any corporation, partnership, limited liability company, joint venture, trust or other legal entity of which such Person owns (either directly or through or together with another Subsidiary of such Person) either (i) a general partner, managing member or other similar interest, or (ii) fifty (50) percent or more of the outstanding capital stock or other voting or equity interests of such corporation, partnership, limited liability company, joint venture or other legal entity. As used herein, “Person” means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity.
Partnership Subsidiaries. Collectively, Emmis Indiana --------------------------- Broadcasting, L.P., Emmis Publishing, L.P. and Emmis Television Broadcasting, L.P., each an Indiana limited partnership.
