Common use of Subsidiaries and Joint Ventures Clause in Contracts

Subsidiaries and Joint Ventures. (a) Except for the Subsidiaries disclosed in the Public Documents, the Target does not have any material, direct or indirect, interest in any Person. Each Person in which the Target has an ownership interest is duly organized and is validly existing under the Laws of its jurisdiction of incorporation, continuance or creation, has all necessary corporate or other power and authority, capacity and right to own its property and other assets and to conduct its businesses as now owned and conducted by it and is duly registered or otherwise qualified to carry on business in each jurisdiction in which the character of its properties or the nature of its activities makes such registration or authorization necessary, except where the failure to be so registered or otherwise qualified would not, individually or in the aggregate, have a Target Material Adverse Effect. The Target beneficially owns, directly or indirectly, all of the issued and outstanding securities of each of the Subsidiaries representing the Target’s ownership interest disclosed in the Public Documents. All of the outstanding shares in the capital of each of the Subsidiaries that is a corporation and other ownership interests are: (i) duly authorized, validly issued, fully-paid and non-assessable and, all such shares and other ownership interests are owned free and clear of all pledges, security interests, liens, claims or encumbrances of any kind or nature whatsoever, (ii) there are no outstanding options, rights, entitlements, understandings or commitments (contingent or otherwise) regarding the right to acquire any such shares or other ownership interests in, or material assets or properties of, any Subsidiary, and (iii) free of any other restrictions including any restriction on the right to vote, sell or otherwise dispose of such shares. (b) The Target is not a party to any Joint Venture.

Subsidiaries and Joint Ventures. (a) Except for the Subsidiaries disclosed in the Public DocumentsEach Subsidiary is a Business Entity duly organized, the Target does not have any material, direct or indirect, interest in any Person. Each Person in which the Target has an ownership interest is duly organized and is validly existing and in good standing under the Laws laws of its jurisdiction of incorporationformation. A true and correct copy of each Organizational Document of each “significant subsidiary” of the Company (within the meaning of Rule 1-02 of Regulation S-X under the Exchange Act), continuance or creationas amended through the date hereof, has either been filed as an exhibit to the SEC Reports or otherwise made available to the Investor. Each Subsidiary has all necessary corporate or other requisite power and authority, capacity and right to own its property and other assets and to conduct its businesses as now owned and conducted by it and is duly registered or otherwise qualified authority to carry on the businesses in which it is engaged (and as described in the SEC Reports) and to own or lease its properties. Each Subsidiary is duly qualified to conduct business as a foreign Business Entity and is in good standing under the laws of each jurisdiction in which the character nature of its businesses or the ownership or leasing of its properties or the nature of its activities makes requires such registration or authorization necessaryqualification, except other than where the failure to be so registered or otherwise qualified would notreasonably be expected, individually or in the aggregate, to have a Target Company Material Adverse Effect. The Target No Subsidiary is in default under or in violation of any provision of any of its Organizational Documents, and no such defaults or violations have occurred in the past which would reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. (b) Except as disclosed in Schedule 3.3(b), all the outstanding shares of capital stock or equity interests in each of the Subsidiaries are beneficially ownsowned by the Company, directly or indirectly, all free and clear of any restrictions on transfer (other than restrictions under the Securities Act or other applicable securities laws), have been duly authorized and validly issued and outstanding securities of each of the Subsidiaries representing the Target’s ownership interest disclosed in the Public Documents. All of the outstanding shares in the capital of each of the Subsidiaries that is a corporation and other ownership interests are: (i) duly authorized, validly issued, are fully-paid and non-assessable andnonassessable, all such shares and other ownership interests are owned free and clear of all pledges, security interests, liens, claims or encumbrances of any kind or nature whatsoever, (ii) there are no outstanding options, warrants or other rights to purchase, or any preemptive rights or other rights to subscribe for or to purchase, or any securities or obligations convertible into or exercisable or exchangeable for, or any contracts or commitments to issue or sell, shares of capital stock of any Subsidiary or any such options, warrants, rights, entitlementsconvertible or exchangeable or exercisable securities. (c) Neither the Company nor any Subsidiary has any equity investments or interests in any Person other than (i) the Subsidiaries, understandings or commitments (contingent or otherwiseii) regarding the right to acquire any such shares or other ownership interests in, or material assets or properties of, any Subsidiary, of the Company and the Subsidiaries in the JV Entities and (iii) free securities positions maintained by the Company’s broker-dealer Subsidiaries in the ordinary course of any other restrictions including any restriction on the right to vote, sell or otherwise dispose of such sharestheir securities businesses. (bd) The Target is not a party Company has heretofore made available to any Joint Venturethe Investor true and correct copies of each agreement, instrument or document governing the organization, operation or management of the FATV JV Entities.

Subsidiaries and Joint Ventures. (a) Except for the Subsidiaries disclosed in the Public Documents, the Target The Company does not have any material, direct or indirect, interest interests in any PersonPerson that is material to the Company other than as disclosed in the Company Public Documents. Each Person in which the Target has an ownership interest Material Subsidiary is duly organized and is validly existing under the Laws laws of its jurisdiction of incorporation, continuance incorporation or creationorganization, has all necessary corporate or other power and authority, capacity and right authority to own its property and other assets and to conduct its businesses business as now owned and conducted by it and is duly registered or otherwise qualified to carry on business in each jurisdiction in which the character of its properties or the nature of its activities makes such registration or authorization qualification necessary, except where the failure to be so registered or otherwise qualified would not, individually or in the aggregate, not have a Target Company Material Adverse Effect. The Target Company beneficially owns, directly or indirectly, all of the issued and outstanding securities of each of the Subsidiaries representing the Target’s ownership interest disclosed in the Public DocumentsSubsidiaries. All of the outstanding shares in the capital of each of the Subsidiaries that is a corporation and other ownership interests are: (i) duly authorized, validly issued, fully-paid and non-assessable and, and all such shares and other ownership interests are owned free and clear of all pledges, security interests, liens, claims or encumbrances of any kind or nature whatsoever, whatsoever and (ii) there are no outstanding options, rights, entitlements, understandings or commitments (contingent or otherwise) regarding the right to acquire any such shares or other ownership interests in, or material assets or properties of, any Subsidiary, and (iii) free of any other restrictions including any restriction on the right to vote, sell or otherwise dispose of such the shares. (b) Each Joint Venture is duly organized and is validly existing under the laws of its jurisdiction of incorporation or organization, where applicable, has all necessary corporate power and authority, or authority, where applicable, to own its assets and conduct its business as now owned and conducted by it and is duly qualified to carry on business in each jurisdiction in which the character of its properties or the nature of its activities makes such qualification necessary. The Target is not Company beneficially owns, directly or indirectly, a party 50% interest of each of the Joint Ventures. All of the outstanding shares or other ownership interests, if applicable, of the Joint Ventures owned by the Company are fully-paid and non-assessable and are owned free and clear of all pledges, security interests, liens, claims or encumbrances of any kind or nature whatsoever and are free of any other restrictions including any restriction on the right to any Joint Venturevote, sell or otherwise dispose of the shares or ownership interests, where applicable.

Subsidiaries and Joint Ventures. (a) Except for Each Subsidiary is duly organized, validly existing, and in good standing under the Subsidiaries disclosed in laws of the Public Documents, the Target does not have any material, direct or indirect, interest in any Person. Each Person jurisdiction in which the Target has an ownership interest it is duly organized and is validly existing under the Laws of its jurisdiction of incorporation, continuance or creationorganized, has all necessary corporate or other full and adequate power and authority, capacity and right to own its property Property and other assets and to conduct its businesses business as now owned and conducted by it conducted, and is duly registered licensed or otherwise qualified to carry on business and in good standing in each jurisdiction in which the character nature of its properties the business conducted by it or the nature of its activities makes the Property owned or leased by it requires such registration licensing or authorization necessaryqualifying, except where the failure to be do so registered or otherwise qualified would not, individually or in the aggregate, not have a Target Material Adverse Effect. The Target beneficially ownsSchedule 6.2 hereto identifies, directly the jurisdiction of organization, the percentage of issued and outstanding shares of each class of Equity Interests owned by any Loan Party and its Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class of Equity Interests and the number of shares of each class issued and outstanding, as applicable, in (a) each Subsidiary and (b) each joint venture in which the Borrower or indirectlyany Subsidiary owns any Equity Interests, and identifies each Excluded Subsidiary. As of the Closing Date, all of the outstanding Equity Interests of each Subsidiary are validly issued and outstanding securities of each of and, to the Subsidiaries representing the Target’s ownership interest disclosed in the Public Documents. All of the outstanding shares in the capital of each of the Subsidiaries that extent such concept is a corporation and other ownership interests are: (i) duly authorizedrelevant for such Subsidiaries, validly issued, fully-fully paid and non-assessable and, nonassessable and all such shares Equity Interests indicated on Schedule 6.2 as owned by the relevant Loan Party or another Subsidiary are owned, beneficially and other ownership interests are owned of record, by such Loan Party or such Subsidiary free and clear of all pledgesLiens other than the Liens permitted by Section 8.8. As of the Closing Date, security interests, liens, claims or encumbrances of any kind or nature whatsoever, (ii) there are no outstanding commitments or other obligations of any Subsidiary to issue, and no options, rights, entitlements, understandings or commitments (contingent or otherwise) regarding the right to acquire any such shares warrants or other ownership interests in, or material assets or properties ofrights of any Person to acquire, any Subsidiary, and (iii) free shares of any class of capital stock or other restrictions including equity interests of any restriction on the right to vote, sell or otherwise dispose of such sharesSubsidiary. (b) The Target is not a party to any Joint Venture.