Common use of Subsidiaries and Investments Clause in Contracts

Subsidiaries and Investments. Except as listed on Schedule 3.3 attached hereto, the Contributed Entity has no Subsidiaries, nor does it have any investment in any Person. Schedule 3.3 indicates the ownership of all of the issued and outstanding ownership interests of all Subsidiaries of the Contributed Entity. Each Subsidiary of the Contributed Entity (a) has been duly organized and is validly existing as a partnership or a limited liability company in good standing under the laws of the jurisdiction of its organization, (b) has partnership or limited liability company power and authority, as applicable, to own, lease and operate its properties and to conduct its business as presently conducted and (c) is duly qualified as a foreign partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except in the case of this clause (c) where the failure so to qualify or to be in good standing would not result in an Portfolio Material Adverse Effect; all of the issued and outstanding equity interests or capital stock, respectively, of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Contributed Entity, directly or through a Subsidiary, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests or shares of capital stock, respectively, of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary.

Subsidiaries and Investments. Except as listed on Schedule 3.3 attached hereto, the Contributed Entity has no Subsidiaries, nor does it have any investment in any Person. Schedule 3.3 indicates the ownership of all Section 3.1(b) of the issued and outstanding ownership interests Xxxxxxx ---------------------------- Disclosure Schedule lists each Subsidiary of all Subsidiaries of the Contributed EntityXxxxxxx. Each such Subsidiary of the Contributed Entity (a) has been is a corporation duly organized and is organized, validly existing as a partnership or a limited liability company and (in applicable jurisdictions) in good standing under the laws of the its jurisdiction of its organization, (b) incorporation. Each such Subsidiary has partnership or limited liability company all requisite corporate power and authority, as applicable, authority to own, lease and operate its properties assets and to conduct carry on its business as presently conducted and (c) is now being conducted. All such Subsidiaries are duly qualified as a foreign partnership or limited liability companycorporations to do business, as the case may be, to transact business and is (in applicable jurisdictions) are in good standing standing, in each jurisdiction in which where the character of their respective assets owned or leased or the nature of their respective activities makes such qualification is required, whether by reason of the ownership or leasing of property or the conduct of businessnecessary, except in the case of this clause (c) where the failure so to qualify or to be so qualified or in good standing would not result in an Portfolio have a Xxxxxxx Material Adverse Effect; all . All the outstanding shares of the issued and outstanding equity interests or capital stock, respectively, stock of each such Subsidiary has have been duly authorized validly issued and validly issued, is are fully paid (and non-assessable in applicable jurisdictions, nonassessable) and is are owned by the Contributed EntityXxxxxxx, directly by another Subsidiary of Xxxxxxx or through a by Xxxxxxx and another such Subsidiary, free and clear of all Liens, other than Liens which (individually or in the aggregate) would not have a Xxxxxxx Material Adverse Effect. Except for the capital stock of its Subsidiaries, Xxxxxxx does not own any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests or shares of capital stock, respectivelypartnership or other equity interest in, of or any Subsidiary was issued in violation of the preemptive debt or similar rights of equity securities of, any securityholder of such Subsidiaryperson or entity.

Subsidiaries and Investments. Except as listed on Schedule 3.3 5.4 attached hereto, the no Contributed Entity has no Subsidiaries, any Subsidiaries nor does it have any investment in any Person. Schedule 3.3 5.4 indicates the ownership of all of the issued and outstanding ownership interests of all Subsidiaries of the all Contributed EntityEntities. Each Subsidiary of the Contributed Entity Entities (a) has been duly organized and is validly existing as a partnership or a limited liability company in good standing under the laws of the jurisdiction of its organization, (b) has partnership or limited liability company power and authority, as applicable, to own, lease and operate its properties and to conduct its business as presently conducted and (c) is duly qualified as a foreign partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except in the case of this clause (c) where the failure so to qualify or to be in good standing would not result in an Portfolio Material Adverse Effect; all of the issued and outstanding equity interests or capital stock, respectively, of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the respective Contributed Entity, directly or through a Subsidiary, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests or shares of capital stock, respectively, of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary.

Subsidiaries and Investments. Except SCHEDULE 4.5 sets forth as listed on Schedule 3.3 attached hereto, the Contributed Entity has no Subsidiaries, nor does it have any investment in any Person. Schedule 3.3 indicates the ownership of all of the date hereof for each Subsidiary of the Company (i) its name and jurisdiction of incorporation; (ii) the number of shares of authorized capital stock of each class of its capital stock; (iii) the number of issued and outstanding ownership interests shares of each class of its capital stock, all Subsidiaries of which is owned by the Contributed EntityCompany; and (iv) its directors and officers. Each Subsidiary of the Contributed Entity (a) has been is a corporation duly organized organized, validly existing, and is validly existing as a partnership or a limited liability company in in good standing under the laws of the jurisdiction of its organization, (b) has partnership or limited liability company power and authority, as applicable, to own, lease and operate its properties and incorporation. Each Subsidiary is duly authorized to conduct its business as presently conducted and (c) is duly qualified as a foreign partnership or limited liability company, as the case may be, to transact business and is in good standing in under the laws of each jurisdiction in which where such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except in the case of this clause (c) where the failure so to qualify or to be in good standing would shall not result in an Portfolio have a Material Adverse Effect; . Each Subsidiary has full power and authority and all licenses, permits, and authorizations necessary to carry on the businesses in which it is engaged andwhich it presently proposes to engage and to own and use the properties owned and used by it, except where the failure shall not have a Material Adverse Effect. The Company has made available to the Placement Agent correct and complete copies of the charter and bylaws of each Subsidiary (as amended to date). All of the issued and outstanding equity interests or shares of capital stock, respectively, stock of each such Subsidiary has been duly authorized and are validly issued, is fully paid paid, and non-assessable nonassessable. The Company holds of record and is owned by owns beneficially all of the Contributed Entity, directly or through a outstanding shares of each Subsidiary, free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), taxes, security interestinterests, mortgageoptions, pledgewarrants, lienpurchase rights, encumbrancecontracts, claim commitments, equities, claims, and demands. There are no outstanding or equity; none authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require any of the Company or any Subsidiary to sell, transfer, or otherwise dispose of any capital stock of any of a Subsidiary or that could require any Subsidiary to issue, sell, or otherwise cause to become outstanding equity interests or shares any of its own capital stock. There are no outstanding stock appreciation, respectivelyphantom stock, profit participation, or similar rights with respect to any Subsidiary. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of any capital stock of any Subsidiary. The minute books (containing the records of meetings of the stockholders, the board of directors, and any committees of the board of directors), the stock certificate books, and the stock record books of each Subsidiary was issued are correct and complete. None of the Subsidiaries are in default under or in violation of any provision of their respective charters or bylaws. Neither the preemptive Company nor any Subsidiary controls, directly or similar rights of indirectly, or has any securityholder of such direct or indirect equity participation in any corporation, partnership, trust, or other business association which is not a Subsidiary.

Subsidiaries and Investments. Except as listed on Schedule 3.3 attached hereto, the Contributed Entity has no Subsidiaries, nor does it have any investment Set forth in any Person. Schedule 3.3 indicates the ownership of all Section 2.3 of the issued and outstanding ownership interests Disclosure Schedule is a list of all Subsidiaries each of the Contributed EntityCompany's subsidiaries (the "Subsidiaries" and individually a "Subsidiary"). Each Subsidiary of the Contributed Entity (a) has been is a corporation duly organized and is organized, validly existing as a partnership or a limited liability company and in good standing under the laws of the jurisdiction of its organizationincorporation (as set forth in Section 2.3 of the Disclosure Schedule), (b) and has partnership the requisite corporate power to own or limited liability company power and authority, as applicable, to own, lease and operate all of its properties property and to conduct carry on its business as presently conducted and (c) it is duly now being conducted. Also set forth in Section 2.3 of the Disclosure Schedule is a list of jurisdictions in which each Subsidiary is qualified or licensed to do business as a foreign partnership corporation. Such jurisdictions are the only jurisdictions where the character of the properties owned, leased or limited liability company, as operated by each Subsidiary or the case may be, to transact business and is in good standing in each jurisdiction in which nature of its activities makes such qualification is required, whether by reason of the ownership or leasing of property or the conduct of businesslicensing necessary, except in the case of this clause (c) where the failure so to qualify or to be in good standing so duly qualified or licensed would not result in an Portfolio have a Material Adverse Effect; all Effect on the Subsidiary and the Company, taken as a whole. All of the issued and outstanding equity interests or shares of capital stock, respectively, stock of each such Subsidiary has have been duly authorized and validly issued, is are fully paid and non-assessable nonassessable, and is owned are owned, of record and beneficially, by the Contributed Entity, directly or through a SubsidiaryCompany, free and clear of any security interestall liens, mortgageencumbrances, pledgeequities, lien, encumbrance, claim options or equity; none of claims whatsoever. Except for the outstanding equity interests or shares of capital stock, respectively, stock of any each Subsidiary was issued in violation of the preemptive Company's name, no Subsidiary has outstanding any other equity securities or similar securities options, warrants or rights of any securityholder kind, convertible into, exchangeable for, or otherwise entitling any person to acquire, equity securities of such Subsidiary. Neither the Company nor any Subsidiary owns, directly or indirectly, any capital stock or other equity or ownership or proprietary interest in any other corporation, partnership, association, trust, joint venture or other entity.