Subsidiaries and Centers Sample Clauses

Subsidiaries and Centers. (a) None of the Acquired Entities has any Subsidiaries. Section 3.6(a) of the Sellers Disclosure Schedule accurately sets forth the names and titles of the Acquired Entities' officers. Sellers have delivered or made available to Buyer accurate and complete copies of (i) the membership records of Acquired Entities, and (ii) the minutes and other records of the meetings and other proceedings (including any actions taken by written Consent or otherwise without a meeting) of the equity holders of Acquired Entities and all committees of the Acquired Entities. To the Knowledge of Sellers, there have been no formal meetings of the holders of Equity Interests of the Acquired Entities or any committee of the Acquired Entities that are not reflected in such records.

Subsidiaries and Centers. (a) Section 3.5(a) of the Seller Disclosure Schedule lists the RH Subsidiaries and for each Subsidiary, (i) its name and jurisdiction of creation, formation, or organization, (ii) if such Subsidiary is a corporation, (1) the number of authorized Equity Interests of each class of its Equity Interests, (2) the number of issued and outstanding Equity Interests of each class of its Equity Interest, the names of the holders thereof, and the number of Equity Interests held by each such holder, and (3) the number of Equity Interests held in treasury, and (iii) if such Subsidiary is not a corporation, (1) the class of Equity Interests created under such Subsidiary’s Organizational Documents and (2) the holder(s) of such Equity Interests. All of the issued and outstanding Equity Interest of each Subsidiary (i) that is a corporation have been duly authorized and are validly issued, fully paid, and nonassessable and (ii) that is not a corporation have (1) been duly created pursuant to the laws of the jurisdiction of such Subsidiary, (2) have been issued and paid for in accordance with the Organizational Documents governing such Subsidiary, and (3) are fully paid and non-assessable. Except for the interests of others in the Joint Ventures as set forth on Section 3.5(a) of the Seller Disclosure Schedule, RH holds of record and owns beneficially all of the outstanding Equity Interests of its Subsidiaries, free and clear of any Encumbrances (other than restrictions under the Securities Act and state securities Laws). Except as set forth in the applicable Organizational Documents of RH’s Subsidiaries, no Commitments exist or are authorized with respect to any Subsidiaries or their Equity Interests. No Subsidiary controls, directly or indirectly, or has any direct or indirect Equity Interest in, any Person that is not a Subsidiary.