Subsidiaries; Other Interests. Except as set forth in Schedule 2.5, neither the Company nor any Subsidiary beneficially owns, directly or indirectly, any Equity Interest in or debt obligation (except as a creditor in the ordinary course of business and except for debt obligations of the Company or a Subsidiary as specified in Schedule 2.5) of, any Person. The owner shown in Schedule 2.5 owns the interest shown free and clear of all Third-Party Rights.
Subsidiaries; Other Interests. Each of the Company's Subsidiaries is a corporation or partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate or partnership power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not have a Company Material Adverse Effect. All of the outstanding shares of capital stock, or other ownership interests in, each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable, and is owned, directly or indirectly, by the Company free and clear of all liens, pledges, security interests, claims or other encumbrances other than liens imposed by local law which are not material. Except for interests in its Subsidiaries, neither the Company nor any of its Subsidiaries owns directly or indirectly any equity interest or equity investment in any corporation, partnership, joint venture, business, trust or entity.
Subsidiaries; Other Interests. (a) Section 3.2(a) of the Company Disclosure Letter sets forth the name, jurisdiction of organization or incorporation of each Subsidiary. Each Subsidiary of the Company is a legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization with full power and authority to carry on its business as it is now being conducted and to own, operate and lease its properties and assets. Each Subsidiary is duly qualified or licensed to do business and is in good standing in every jurisdiction in which the conduct of its business, or the ownership or lease of its properties, require it to be so qualified or licensed. All of the outstanding shares of the capital stock or other securities of each such Subsidiary are owned by the Company or a wholly-owned Subsidiary of the Company, are duly authorized, validly issued, fully paid and nonassessable, and have been issued in compliance with all applicable Requirements of Law.
Subsidiaries; Other Interests. (a) Schedule 3.4 ----------------------------- sets forth a true, complete and correct list of each Significant Subsidiary of the Company. Except as indicated on Schedule 3.4, each such Significant Subsidiary is wholly owned by the Company. Schedule 3.4 sets forth the jurisdictions in which the Company's Significant Subsidiaries are domiciled (both by incorporation and as a "commercial domiciliary" under applicable law), which are the only jurisdictions in which the Company's Significant Subsidiaries are required to be so licensed. All of the outstanding Capital Stock of the Company's Subsidiaries has been duly authorized and validly issued and is fully paid and nonassessable and owned by the Company, directly, free and clear of all Liens (other than (x) such transfer restrictions as may exist under federal and state securities laws, (y) arising under the RHINOS or the documents executed in connection therewith and (z) Liens on the shares of the Company's IPC Subsidiaries and the special purpose mutual company Subsidiaries and the assets thereof, in each case, arising under letter of credit facilities entered into in connection with the CRM business); and there are no warrants, options or other rights granted to or in favor of any third party (whether acting in an individual, fiduciary or other capacity), other than the Company, to acquire any such Capital Stock, any additional Capital Stock or any other securities of the Company's Subsidiaries except for such options or rights arising under the RHINOS or the documents executed in connection therewith and pursuant to the Company's and its Subsidiaries existing stock option and benefit plans, as described in the Company's filings made pursuant to the Exchange Act prior to the date hereof.
Subsidiaries; Other Interests. West Pac does not own any Subsidiaries. Except for interests disclosed on the West Pac Disclosure Schedule, West Pac does not own, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, limited liability company, joint venture, business, trust or entity ((other than investments in short-term investment securities) and corporate, partnership, development, cooperative marketing and similar undertakings and arrangements entered into in the ordinary course of business and other investments the aggregate market value of which is less than $100,000).
Subsidiaries; Other Interests. Frontier does not own any Subsidiaries. Except for interests disclosed on the Frontier Disclosure Schedule, Frontier does not own, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, limited liability company, joint venture, business, trust or entity ((other than investments in short-term investment securities) and corporate, partnership, development, cooperative marketing and similar undertakings and arrangements entered into in the ordinary course of business and other investments the aggregate market value of which is less than $100,000).
Subsidiaries; Other Interests. 17 6.5 No Contravention, Conflict, Breach, Etc....................................................17 6.6 Consents...................................................................................18 6.7 No Existing Violation, Default, Etc........................................................18 6.8
Subsidiaries; Other Interests. (a) SECTION 6.4 of the Disclosure Letter sets forth a true, complete and correct list of each Subsidiary of the Company. Each such Subsidiary is wholly owned by the Company. Section 6.4 of the Disclosure Letter sets forth the country or state(s) in which the Company's Subsidiaries are domiciled (both by incorporation and as a "commercial domiciliary" under applicable law) and the states in which they are licensed to conduct an insurance business, which are the only jurisdictions in which the Company's Subsidiaries are required to be so licensed, except where such failure to be so licensed could not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. All of the outstanding Capital Stock of the Company's Subsidiaries has been duly authorized and validly issued and is fully paid and nonassessable and owned by the Company, directly, free and clear of all Liens (other than such transfer restrictions as may exist under foreign, U.S. federal and state securities laws) and there are no warrants, options or other rights granted to or in favor of any third party (whether acting in an individual, fiduciary or other capacity) other than the Company to acquire any such Capital Stock, any additional Capital Stock or any other securities of the Company's Subsidiaries.
Subsidiaries; Other Interests. The Company does not have any Subsidiaries. Except as set forth on Section 4.4 of the Company Disclosure Letter, (a) the Company does not own any other capital stock, equity interests, or voting securities of any other Person, nor (b) is the Company party to any binding or enforceable agreement to, or have any other obligation to, purchase or otherwise take ownership of any capital stock, equity interests, or voting securities of any other Person.
Subsidiaries; Other Interests. The shares of capital stock of the Subsidiaries and interests in the Persons set forth on Schedule 2.01(a)(xiii).
