Subsidiaries, Investments and Predecessors Sample Clauses

Subsidiaries, Investments and Predecessors. Except as set forth on SCHEDULE 2.4, the Company has not owned and does not currently own, directly or indirectly, of record, beneficially or equitably any capital stock or other equity, ownership or proprietary interest in any corporation, partnership, limited liability company, association, trust, joint venture or other entity. Set forth on SCHEDULE 2.4 is a listing for the last five years of all predecessor companies of the Company, including the names of any and all entities from which the Company previously acquired material assets, and any other entity of which the Company has been a subsidiary or division. Except as listed on SCHEDULE 2.4, the Company has not sold or disposed of, by way of asset sale, stock sale, spin-off, split-up or otherwise, any material assets or business of the Company.
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Subsidiaries, Investments and Predecessors. Except as set forth on Schedule 5(e), the Company has not owned and does not currently own, directly or indirectly, beneficially or equitably, any capital stock or other equity, ownership or proprietary interest in any corporation, partnership, limited liability company, association, trust, joint venture or other entity. Set forth on Schedule 5(e) is a listing of all predecessor companies of the Company, including the names of any entities from whom the Company previously acquired material assets, and any other entity of which the Company has been a subsidiary or division. Except as listed on Schedule 5(e), the Company has not sold or disposed of, by way of asset sale, stock sale, spin-off or otherwise, any material assets or business of the Company.
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Subsidiaries, Investments and Predecessors. (a) Except as set forth on Schedule 5.29(a) attached hereto, the Company has not owned and does not currently own, directly or indirectly, of record, beneficially or equitably, any capital stock or other equity, ownership or proprietary interest in any Person. Each Person listed on Schedule 5.29(a) attached hereto is a corporation or other legal entity (as indicated on Schedule 5.29(a)) duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized with the requisite power and authority to carry on its business as it has and is now being conducted and to own and lease the properties and assets which it now owns or leases. Each Company Entity is duly qualified to do business and is in good standing in each jurisdiction listed on Schedule 5.29(a) attached hereto, which includes every jurisdiction in which a failure to be so qualified or in good standing would be reasonably likely to have a Company Material Adverse Effect. The Company has good and valid title to, and owns, all of the shares of capital stock of each of the its Subsidiaries (the “Company Subsidiary Shares”), beneficially and of record. The Company Subsidiary Shares are free and clear of all Liens and the Company has full voting power over all of the Company Subsidiary Shares, subject to no proxy, stockholders’ agreement, voting trust or other agreement relating to the voting of any of the Company Subsidiary Shares. Other than this Agreement, there is no agreement between either the Company or the Stockholders and any other Person with respect to the disposition of the Company Subsidiary Shares or otherwise relating to the Company Subsidiary Shares. (b) The authorized capital stock and outstanding capital stock of each entity set forth on Schedule 5.29(a) is set forth in Schedule 5.29(b) attached hereto. Except as set forth on Schedule 5.29(b) attached hereto, all of the issued and outstanding shares of capital stock of each entity listed on Schedule 5.29(a) have been duly authorized, are validly issued, fully paid, and nonassessable, are owned of record and beneficially free and clear of all Liens, and are not subject to, and were not issued in violation of, any preemptive rights or rights of first refusal. Except as set forth in Schedule 5.29(b) attached hereto, there are no outstanding or authorized options, warrants, rights, contracts, calls, puts, rights to subscribe, conversion rights or other agreements or commitments to which any entity ...
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Subsidiaries, Investments and Predecessors. Except as set forth on Schedule 2.7, none of the Dialysis Companies has owned or currently owns, directly or indirectly, of record, beneficially or equitably, any capital stock or other equity, ownership or proprietary interest in any corporation, partnership, limited liability company, association, trust, joint venture or other entity. Set forth on Schedule 2.7 is a listing of all predecessor companies of each of the Dialysis Companies, including the names of any entities from whom such entity previously acquired material assets, and any other entity of which such entity has been a subsidiary or division. Except as listed on Schedule 2.7, none of the Dialysis Companies has sold or disposed of, by way of asset sale, stock sale, spin-off or otherwise (a "Disposition"), any material assets or business of such entity and none of the Sellers or their Affiliates has made a Disposition of any business or assets related to renal dialysis.
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Subsidiaries, Investments and Predecessors. Except as set forth on ------------------------------------------ Schedule 2.6, the Company has not owned and does not currently own, directly or ------------ indirectly, of record, beneficially or equitably, any capital stock or other equity, ownership or proprietary interest in any corporation, partnership, limited liability company, association, trust, joint venture or other entity. Set forth on Schedule 2.6 is a listing of all predecessor companies of the ------------ Company, including the names of any entities from whom the Company previously acquired material Assets, and any other entity of which the Company has been a subsidiary or division. Except as listed on Schedule 2.6, the Company has not ------------ sold or disposed of, by way of Asset sale, stock sale, spin-off or otherwise, any material Assets or business of the Company.
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Subsidiaries, Investments and Predecessors. (a) Except as set forth on Schedule 5.6, the Company has not owned and does not currently own, directly or indirectly, of record, beneficially or equitably, any capital stock or other equity, ownership or proprietary interest in any Person (each of which as is currently owned directly or indirectly by the Company is referred to as a "Subsidiary" and all of which are collectively referred to as the "Subsidiaries"). All of such interests as are currently owned directly or indirectly by the Company have been validly issued and are fully paid and non-assessable, and are owned directly or indirectly by the Company free and clear of all Liens and free of any other restrictions (including any restriction on the right to vote, sell or otherwise dispose of such interest), other than as may be indicated on Schedule 5.6. Each Person listed on Schedule 5.6 is a corporation or other legal entity (as indicated on Schedule 5.6) duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, and has the requisite power and authority to carry on its business as it has and is now being conducted and to own and lease the properties and assets which it now owns or leases, and is qualified to do business and is in good standing in the jurisdictions set forth in Schedule 5.6, which includes every jurisdiction in which the failure to be so qualified or in good standing would have a material adverse effect on the assets, results of operations or prospects of the Company and its Subsidiaries taken as a whole. (b) Set forth on Schedule 5.6 is a listing of all predecessor companies of the Company, including the names of any entities from whom the Company previously acquired material assets, and any other entity of which the Company has been a subsidiary or division. Except as listed on Schedule 5.6, the Company has not sold or disposed of, by way of asset sale, stock sale, spin-off or otherwise, any material assets or business of the Company.
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Subsidiaries, Investments and Predecessors. Except as set forth on Schedule 5(e), the Company has not owned and does not currently own, directly or indirectly, beneficially or equitably, any capital stock or other equity, ownership or proprietary interest in any corporation, partnership, limited liability company, association, trust, joint venture or other entity. Set forth on Schedule 5(e) is a listing of all predecessor companies of the Company, including the names of any entities from whom the Company previously acquired material assets,
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Related to Subsidiaries, Investments and Predecessors

  • Subsidiaries; Investments Borrower does not own any stock, partnership interest or other equity securities except for Permitted Investments.

  • Subsidiaries, Etc (a) Set forth in Part A of Schedule III hereto is a complete and correct list, as of the date hereof, of all of the Subsidiaries of the Company, together with, for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding ownership interests in such Subsidiary and (iii) the nature of the ownership interests held by each such Person and the percentage of ownership of such Subsidiary represented by such ownership interests. Except as disclosed in Part A of Schedule III hereto, (x) each of the Company and its Subsidiaries owns, free and clear of Liens (other than Liens created pursuant to the Security Documents), and has the unencumbered right to vote, all outstanding ownership interests in each Person shown to be held by it in Part A of Schedule III hereto, (y) all of the issued and outstanding capital stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (z) there are no outstanding Equity Rights with respect to such Person. (b) Set forth in Part B of Schedule III hereto is a complete and correct list, as of the date of this Agreement, of all Investments (other than Investments disclosed in Part A of said Schedule III hereto) held by the Company or any of its Subsidiaries in any Person (other than Investments which are Permitted Investments or deposits maintained with banks in the ordinary course of business) and, for each such Investment, (x) the identity of the Person or Persons holding such Investment and (y) the nature of such Investment. Except as disclosed in Part B of Schedule III hereto, each of the Company and its Subsidiaries owns, free and clear of all Liens (other than Liens created pursuant to the Security Documents), all such Investments.

  • Investments and Subsidiaries The Borrower will not make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person or Affiliate, including any partnership or joint venture, nor purchase or hold beneficially any stock or other securities or evidence of indebtedness of any other Person or Affiliate, except: (a) Investments in direct obligations of the United States of America or any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America having a maturity of one year or less, commercial paper issued by U.S. corporations rated “A-1” or “A-2” by Standard & Poor’s Ratings Services or “P-1” or “P-2” by Xxxxx’x Investors Service or certificates of deposit or bankers’ acceptances having a maturity of one year or less issued by members of the Federal Reserve System having deposits in excess of $100,000,000 (which certificates of deposit or bankers’ acceptances are fully insured by the Federal Deposit Insurance Corporation); (b) Travel advances or loans to the Borrower’s Officers and employees not exceeding at any one time an aggregate of $50,000; (c) Prepaid rent not exceeding one month or security deposits; and (d) Current investments in the Subsidiaries in existence on the date hereof and listed in Schedule 5.5 hereto.

  • 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").

  • 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; Equity Interests; Loan Parties (a) Subsidiaries, Joint Ventures, Partnerships and Equity Investments. Set forth on Schedule 5.20(a), is the following information which is true and complete in all respects as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02 and/or 6.13: (i) a complete and accurate list of all Subsidiaries, joint ventures and partnerships and other equity investments of the Loan Parties as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02 and/or 6.13, (ii) the number of shares of each class of Equity Interests in each Subsidiary outstanding, (iii) the number and percentage of outstanding shares of each class of Equity Interests owned by the Loan Parties and their Subsidiaries and (iv) the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.). The outstanding Equity Interests in all Subsidiaries are validly issued, fully paid and non-assessable and are owned free and clear of all Liens. There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to the Equity Interests of any Loan Party or any Subsidiary thereof, except as contemplated in connection with the Loan Documents.

  • Designation of Subsidiaries as Account Parties Notwithstanding anything to the contrary set forth in this Agreement, including, without limitation, Section 2.3(a), a Letter of Credit issued hereunder may contain a statement to the effect that such Letter of Credit is issued for the account of a Subsidiary of the Borrower; provided that, notwithstanding such statement, the Borrower shall be the actual account party for all purposes of this Agreement for such Letter of Credit and such statement shall not affect the Borrower’s Reimbursement Obligations hereunder with respect to such Letter of Credit.

  • 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.

  • 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 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.

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