Subsidiaries and Other Entities. (a) All the outstanding capital stock of each Subsidiary is duly authorized, validly issued, fully paid and nonassessable. PCI owns all the issued and outstanding capital stock of each Subsidiary. Except as set forth on the Schedules with reference to this Section, PCI holds all the issued and outstanding capital stock of each Subsidiary free and clear of any mortgage, pledge, security interest, encumbrance, lien, claim or charge of any kind. As of the Closing, PCI shall hold all the issued and outstanding capital stock of each Subsidiary free and clear of any mortgage, pledge, security interest, encumbrance, lien, claim or charge of any kind.
(b) There are no warrants, options, subscriptions, other convertible instruments, and no commitments, obligations, or agreement (whether firm or conditional) pursuant to which PCI or any Subsidiary is or may be obligated to issue, transfer, deliver or sell shares of capital stock of any Subsidiary or other securities of any Subsidiary.
(c) Except for the Subsidiaries, and except as set forth in the Schedules with reference to this Section, none of PCI or the Subsidiaries has any direct or indirect subsidiaries, nor do any of them own, directly or indirectly, any partnership, equity, profit, participation or similar ownership interest in any corporations, partnerships, joint ventures, trusts, unincorporated organizations, associations or similar entities.
Subsidiaries and Other Entities. (a) All the outstanding capital stock or membership interests of each Subsidiary is duly authorized, validly issued, fully paid and nonassessable. Except as set forth on the schedules with reference to this Section, Chadmoore owns all the issued and outstanding capital stock or membership interest of each Subsidiary. Except as set forth on the Schedules with reference to this Section, Chadmoore holds all the issued and outstanding capital stock or membership interest of each Subsidiary free and clear of any mortgage, pledge, security interest, encumbrance, lien, claim or charge of any kind. As of the Closing, Chadmoore shall hold all the issued and outstanding capital stock or membership interest of each Subsidiary free and clear of any mortgage, pledge, security interest, encumbrance, lien, claim or charge of any kind.
(b) There are no warrants, options, subscriptions, other convertible instruments, and no commitments, obligations, or agreement (whether firm or conditional) pursuant to which Chadmoore or any Subsidiary is or may be obligated to issue, transfer, deliver or sell shares of capital stock or membership interest of any Subsidiary or other securities of any Subsidiary.
(c) Except for the Subsidiaries, and except as set forth in the Schedules with reference to this Section, none of Chadmoore or the Subsidiaries has any direct or indirect subsidiaries, nor do any of them own, directly or indirectly, any partnership, equity, profit, participation or similar ownership interest in any Person.
Subsidiaries and Other Entities. SCHEDULE 4.8 sets forth the Company's ownership in, interest in and/or control over any other corporation, partnership, joint venture, or other business entity. The Company has taken the actions to merge its two wholly-owned subsidiaries, Datadistribusjon AS and Jotec Norge AS, with and into the Company and such merger shall be effective, with respect to the Norwegian Company Register, on October 25, 1997. The Shareholders further acknowledge and agree that the name of the Company shall be changed to "Jotec/AESP" and that as of the date hereof the Shareholders and AESP shall take all necessary action and file all appropriate documentation to effectuate the name change as soon as practicable.
Subsidiaries and Other Entities. The Company does not own, directly or indirectly, any outstanding voting securities of or other interests in, or control, any corporation, partnership, joint venture or other business entity. The Shareholders are the sole owners of Dvorak Properties, which owns the building that is the subject matter xx xxx real estate lease set forth on SCHEDULE 4.13(B).
Subsidiaries and Other Entities. Except as set forth in Section 3.2 of the PIC Disclosure Statement, PIC does not own, directly or indirectly, any partnership, equity, profit, participation or similar ownership interest in any corporations, partnerships, joint ventures, trusts, unincorporated organizations, associations or similar entities.
Subsidiaries and Other Entities. The Partnership may carry on the Partnership Business, in whole or in part, by itself, in association with others, or through one or more corporations or partnerships owned in whole or in part by the Partnership and the Partnership may be a partner in another partnership.
Subsidiaries and Other Entities. Section 3.3 of the Company Disclosure Schedule sets forth a true and complete list of all of the Subsidiaries of the Company. Each outstanding share of capital stock or other equity interest in each Subsidiary of the Company is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights and, except for the Golden Gaming Warrants, is owned, beneficially and of record, by the Company or one of its wholly-owned Subsidiaries. Each Subsidiary of the Company and each of the Big Sky Entities is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, as the case may be and has all requisite entity power and authority to carry on its business as now conducted and to own, lease and operate its assets and properties as now owned, leased and operated, except where the failure to be so organized, existing or in good standing in such jurisdiction would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries (taken as a whole). Each such Subsidiary and any of the Big Sky Entities is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction in which the character or location of its properties and assets owned, leased or operated by it or the nature of the business conducted by it requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing in such other jurisdiction would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries (taken as a whole). Except as set forth in Section 3.3 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries own any equity, partnership, membership or similar interest in any other Person.
Subsidiaries and Other Entities. Except for ATN, PICR has no Subsidiaries; ATN has no Subsidiaries. All the outstanding capital stock of ATN is duly authorized, validly issued, fully paid and nonassessable. PICR currently owns 80% and as of the Closing Date will hold 100%, of the issued and outstanding capital stock of ATN free and clear of any Encumbrance, except the shares pledged to United Network, Inc. as described in section 3.2 of the PICR/ATN Disclosure Statement There are no warrants, options, subscriptions, other convertible instruments, and no commitments, obligations, or agreement (whether firm or conditional) pursuant to which ATN is or may be obligated to issue, transfer, deliver or sell shares of capital stock or other securities of ATN. Except for PICR's ownership of ATN, neither PICR nor ATN owns, directly or indirectly, any partnership, equity, profit, participation or similar ownership interest in any corporations, partnerships, joint ventures, trusts, unincorporated organizations, associations or similar entities.
Subsidiaries and Other Entities. The Company does not own any equity interests in any corporation, partnership, joint venture or other entity, domestic or foreign. The Company has no interest, direct or indirect, and has no commitment to purchase any interest, direct or indirect in any other corporation or in any partnership, joint venture, limited liability company or other business enterprise. The business carried on by the Company has not been conducted through any other direct or indirect subsidiary or affiliate of the Company or any Shareholder.
Subsidiaries and Other Entities. Except as described in section 3.2 of the INCOMEX Disclosure Statement, INCOMEX has no Subsidiaries. Except as described in section 3.2 of the INCOMEX Disclosure Statement, and except for its ownership of 100% of the general and limited partnership interests of INCOMEX L.P., which INCOMEX owns free and clear of any Encumbrances (except for Permitted Liens), INCOMEX does not own, directly or indirectly, any partnership, equity, profit, participation or similar ownership interest in any corporations, partnerships, joint ventures, trusts, unincorporated organizations, associations or similar entities.
