Subsidiaries and Joint Venture Interests Sample Clauses

Subsidiaries and Joint Venture Interests. Except as set forth in Section 4.1.29 of the Disclosure Letter, no Operator owns any shares in or securities of any other body corporate nor is any Operator a partner, member, owner, proprietor or equity investor of or in any partnership, joint venture, co-tenancy or other similar jointly-owned business undertaking nor has it agreed to become any of the foregoing.
Sample 1Sample 2
AutoNDA by SimpleDocs
Subsidiaries and Joint Venture Interests. (a) Set forth in Schedule 2.3(a) is a true and complete list of all Company Subsidiaries stating, with respect to each, its jurisdiction of incorporation, type of entity and equity ownership. Each of the Company Subsidiaries is duly incorporated, validly existing and (with respect to Domestic Subsidiaries) in good standing under the laws of the jurisdiction of its incorporation and has the corporate power to own, operate or lease the properties and assets owned, operated or leased by it and to carry on its business as now being conducted. Each of the Company Subsidiaries which is a Domestic Subsidiary is duly qualified to do business (with regard to jurisdictions within the United States) and is in good standing in each jurisdiction where qualification as a foreign corporation is required, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. All of the outstanding shares of capital stock of the Company Subsidiaries have been validly authorized and issued, are fully paid and nonassessable and have not been issued in violation of any preemptive rights or of any federal or state securities law and are owned by the Company of record and beneficially free and clear of any Lien other than Permitted Liens. The Trust has heretofore made available to Holdings true and correct copies of the certificates or articles of incorporation and bylaws or other organizational documents of the Company Subsidiaries. There are no voting trusts, stockholders agreements, proxies or other similar agreements in effect with respect to the voting or transfer of the capital stock or other equity interests of the Company Subsidiaries. (b) Set forth in Schedule 2.3(b) is a true and complete description of (i) the nature of interests (the "Joint Venture Interests") held by the Company and Company Subsidiaries in certain joint venture entities (the "Joint Venture Entities"), (ii) the holders of the Joint Venture Interests and (iii) the percentage of Joint Venture Interests held by the Company or Company Subsidiaries. (c) As of the date of this Agreement, except as set forth in Schedule 2.3(a) and Schedule 2.3(b), the Company does not have, directly or indirectly, any material ownership, equity, profit or voting interest in any corporation, partnership, joint venture, association, trust or any other unincorporated organization or entity and has no agreement or commitment to purchase any such interest.
Sample 1
Subsidiaries and Joint Venture Interests. Except for the Rxx Interests or as set out in Schedule 4.1.10, none of the Rxx Parties or their Affiliates own any shares in or securities of any other body corporate involved in the Diagnostics Business including the Operators or any entity in which an Operator has an interest directly or indirectly nor is any of such Persons a partner, member, owner, proprietor or equity investor of or in any partnership, joint venture, co tenancy or other similar jointly-owned business undertaking nor has it agreed to become any of the foregoing.
Sample 1

Related to Subsidiaries and Joint Venture Interests

  • Subsidiaries and Joint Ventures Create, acquire or otherwise suffer to exist, or permit any Subsidiary of such Borrower to create, acquire or otherwise suffer to exist, any Subsidiary or joint venture arrangement not in existence as of the date hereof, except in connection with a Permitted Acquisition.

  • Subsidiaries; Joint Ventures Schedule 4.12 contains a complete and accurate list of (a) all Subsidiaries of the Borrower, including, with respect to each Subsidiary, (i) its state of incorporation, (ii) all jurisdictions (if any) in which it is qualified as a foreign corporation, foreign limited liability company or foreign limited partnership, as applicable, (iii) the number of shares of its Capital Stock outstanding, (iv) the number and percentage of its shares of Capital Stock owned by the Borrower and/or by any other Subsidiary and (v) whether such Subsidiary is a Guarantor or an Unrestricted Subsidiary (and, if it is an Unrestricted Subsidiary, whether it is a Financial Services Subsidiary), and (b) each Joint Venture, including, with respect to each such Joint Venture, (i) its jurisdiction of organization, (ii) all other jurisdictions in which it is qualified as a foreign entity and (iii) the number and percentage of its shares of Capital Stock owned by the Borrower and/or by any other Subsidiary. All the outstanding shares of Capital Stock of each Subsidiary of the Borrower are validly issued, fully paid and nonassessable, except as otherwise provided by state wage claim laws of general applicability. All of the outstanding shares of Capital Stock of each Subsidiary owned by the Borrower or another Subsidiary as specified in Schedule 4.12 are owned free and clear of all Liens, security interests, equity or other beneficial interests, charges and encumbrances of any kind whatsoever, except for Permitted Liens. Neither the Borrower nor any other Loan Party owns of record or beneficially any shares of the Capital Stock or other equity interests of any Subsidiary that is not a Guarantor, except Unrestricted Subsidiaries.

  • Subsidiaries, Partnerships and Joint Ventures Each of the Loan Parties shall not, and shall not permit any of its Unregulated Subsidiaries to, own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which is a Regulated Entity, (ii) any Subsidiary which is an Inactive Subsidiary of the Borrower, (iii) Conserve to Preserve Foundation, a non-profit corporation organized under the laws of the State of New Jersey, (iv) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date, (v) any Project Subsidiary, and (vi) any Subsidiary formed after the Closing Date which joins this Agreement as a Guarantor pursuant to Section 11.19 [Joinder of Guarantors]. Each of the Loan Parties shall not become or agree to (1) become a general or limited partner in any general or limited partnership, except that the Loan Parties may be general or limited partners in other Loan Parties, (2) become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Loan Parties may be members or managers of, or hold limited liability company interests in, other Loan Parties, or (3) become a joint venturer or hold a joint venture interest in any joint venture, except in each case in respect of a Permitted Related Business Opportunity.

  • Partnerships and Joint Ventures No Loan Party shall become a general partner in any general or limited partnership or a joint venturer in any joint venture.

  • Subsidiaries; Equity Interests As of the Closing Date, neither the Parent Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.11, and all of the outstanding Equity Interests in the Parent Borrower and its Subsidiaries have been validly issued, are fully paid and, in the case of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, all Equity Interests owned directly or indirectly by Holdings or any other Loan Party are owned free and clear of all Liens except (i) those created under the Collateral Documents, (ii) those Liens permitted under Sections 7.01(b), (o), (w) (solely with respect to modifications, replacements, renewals or extensions of Liens permitted by Sections 7.01(b) and (o)) and (ff) and (iii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 (a) sets forth the name and jurisdiction of organization or incorporation of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Parent Borrower and any of their Subsidiaries in each of their Subsidiaries, including the percentage of such ownership and (c) identifies each Person the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

  • Investments; Joint Ventures Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower and its Subsidiaries may (a) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000; (iii) Borrower and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 annexed hereto; (vi) Borrower and its Subsidiaries may make and own Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts at any time not to exceed $500,000; (vii) Borrower and its Subsidiaries may make and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of business.

  • Company Subsidiaries; Equity Interests (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens. (b) Except for its interests in the Company Subsidiaries, the Company does not as of the date of this Agreement own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.

  • Subsidiaries and Equity Investments (a) Section 4.4 of the Disclosure Schedule sets forth (i) the name of each direct or indirect Subsidiary of Xxxxx Fargo; (ii) the name of each corporation, partnership, joint venture or other entity in which Xxxxx Fargo or any of its Subsidiaries has, or pursuant to any agreement has the right to acquire at any time by any means, a material equity interest or investment; (iii) in the case of each of the Subsidiaries of Xxxxx Fargo and such other entities described in the foregoing clauses (i) and (ii) that is a corporation, (A) the jurisdiction of incorporation, (B) the capitalization thereof and (C) the percentage of each class of voting stock or other equity security owned on a fully-diluted basis by Xxxxx Fargo or any of its Subsidiaries on the date hereof; and (iv) in the case of each of such unincorporated entities, the equivalent of the information provided pursuant to the preceding clause (iii) with regard to corporate entities. (b) All of the outstanding shares of capital stock of each direct or indirect Subsidiary of Xxxxx Fargo have been duly authorized and validly issued, are fully paid and non-assessable, have not been issued in violation of any preemptive rights and (except as specified in Section 4.4 of the Disclosure Schedule) are owned of record and beneficially, directly or indirectly, by Xxxxx Fargo or its Subsidiaries specified in Section 4.4 of the Disclosure Schedule, free and clear of any Liens. There is no other security outstanding that has presently, or upon the occurrence of any event would have, the right to vote with Xxxxx Fargo as the holder of the voting stock of such Subsidiaries on any matter. (c) There are no options, warrants, calls, subscriptions, conversion or other rights, agreements or commitments obligating any of the direct or indirect Subsidiaries of Xxxxx Fargo to issue any additional shares of capital stock of such Subsidiary or any other securities convertible into, exchangeable for or evidencing the right to subscribe for any shares of such capital stock. There are no outstanding rights allowing any Person to otherwise participate in the equity of any Subsidiary of Xxxxx Fargo.

  • Subsidiaries and Investments The Company does not own, directly or indirectly, any capital stock or other equity, ownership or proprietary interest in any corporation, partnership, association, trust, joint venture or other entity (each a "Company Subsidiary").

  • Joint Ventures The joint venture or partnership arrangements in which the Company or the Partnership is a co-venturer or general partner which are established to acquire or hold Assets.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!