Subsidiaries and Other Relationships. Except as disclosed on Schedule 2.6, Merging Entity does not own any stock or other interest in any other corporation, nor is it a participant in any joint entity. Except as disclosed on Schedule 2.6, any stock owned by Merging Entity in any other entity represents one hundred percent (100%) ownership of such entity, is owned free and clear of any and all liens, encumbrances, restrictions and adverse claims, has been duly and validly issued and is fully paid and nonassessable.
Subsidiaries and Other Relationships. Except as set forth in Schedule 4.5, none of any of the Xxxxxxxxx Entities or the LLC: (a) owns, directly or indirectly, any capital stock of or other equity or proprietary interest in any Subsidiary or any other corporation, any such interest in any association, trust, partnership, limited liability company, joint venture or similar entity or in any other entity or enterprise; (b) is an Affiliate of any other entity that is not a Principal; or (c) is a party to any joint venture, profit-sharing or similar agreement regarding the profitability or financial results of any of the Xxxxxxxxx Entities, the LLC or any Principal or the division of revenues or profits of any Xxxxxxxxx Entity, the LLC or any Principal. Except as set forth in Schedule 4.5 or Schedule 4.7, none of any of the Xxxxxxxxx Entities or the LLC has any off-balance-sheet financial obligation, guaranty or promissory note to any Person in an amount in excess of $100,000. Except as set forth in Schedule 4.4(a) or Schedule 4.5, there are no (1) outstanding shares of capital stock or other securities of any of the Xxxxxxxxx Entities, (2) outstanding options, warrants, puts, calls, commitments, agreements, contracts or preemptive or other rights to purchase, issue or otherwise acquire any capital stock or other securities of any of the Xxxxxxxxx Entities or (3) obligations or securities convertible into or exchangeable for capital stock or other securities of any of the Xxxxxxxxx Entities.
Subsidiaries and Other Relationships. The Acquired Corporations do not own any stock or other interest in any other corporation, nor are they a participant in any joint venture, partnership or similar enterprise with any other person or entity. No Acquired Corporation is subject to any obligation to make any investment in or to provide funds by way of loan, capital contribution or otherwise to any person or entity. Disclosed on Schedule 6.6 attached hereto is a description of all of the business activities of each Acquired Corporation. The Acquired Corporations have not operated any business other than as described in Schedule 6.6, and no Acquired Corporation has conducted any active business since its respective date of incorporation. 2992575 Ltd. has only acted as a holding corporation to own only the stock of the Agency. 6.7
Subsidiaries and Other Relationships. AST: (a) does not have any Subsidiaries; (b) does not own, directly or indirectly, any capital stock of or other equity interest or proprietary interest in any Person or in any other entity or enterprise; (c) does not serve as a general partner or limited partner of any partnership or as a managing member or member of any limited liability company; (d) is not an Affiliate of any other Person; (e) except as set forth in Section 4.5 of the Seller Disclosure Schedule, is not a party to any joint venture, profit-sharing, or similar agreement regarding the profitability or financial results of AST or the division of revenues or profits of AST; and (f) does not own or have any contract to acquire or dispose of any equity securities or other securities of any Person or any direct or indirect equity or ownership in any business. Notwithstanding the foregoing, for purposes of Sections 4.5(a), (b), (c), (d), and (f), all equity interests in or voting control of any corporation, company, limited liability company, association, joint venture, partnership, or other organization held by AST as a trustee or custodian shall be disregarded.
Subsidiaries and Other Relationships. Merging Entity does not own any stock or other interest in any other corporation, nor is it a participant in any joint entity.
Subsidiaries and Other Relationships. Except as set forth on Schedule 4.5, BLA: (a) does not own, directly or indirectly, any capital stock of or other equity or proprietary interest in any Subsidiary or any other corporation, any such interest in any association, trust, partnership, limited liability company, joint venture, or similar entity or in any other entity or enterprise; (b) is not an Affiliate of any other entity (other than as manager of the Funds); and (c) is not a party to any joint venture, profit-sharing, or similar agreement regarding the profitability or financial results of BLA or the division of revenues or profits of BLA. No security of BLA is subject to any Lien. BLA does not have any off-balance sheet financial obligation, guaranty, or promissory note to any Person. BLA has delivered to WT true and complete copies of the organizational documents of BLA, as amended to date.
Subsidiaries and Other Relationships. Except as set forth in Schedule 4.5, neither Grant Tani nor the LLC: (a) owns, directlx xx xxxxxectly, any capital stock of or other equity or proprietary interest in any Subsidiary or any other corporation, any such interest in any association, trust, partnership, limited liability company, joint venture or similar entity or in any other entity or enterprise; (b) is an Affiliate of any other entity that is not a Principal; or (c) is a party to any joint venture, profit-sharing or similar agreement regarding the profitability or financial results of any of Grant Tani, the LLC or any Principal or txx xxxxxxxn of revenues or profits of any Grant Tani, the LLC or any Principal. Neixxxx Xxxxx Tani nor the LLC has any off-balancx xxxxx xxnancial obligation, guaranty or promissory note to any Person.
