Subsidiaries; Investments Clause Samples
The "Subsidiaries; Investments" clause defines how a party’s subsidiaries and investment holdings are treated under the agreement. It typically outlines the extent to which the obligations, rights, or representations in the contract apply to entities controlled by the main party, such as wholly-owned subsidiaries or companies in which the party holds a significant investment. For example, it may require the main party to ensure that its subsidiaries also comply with certain contractual terms, or it may limit the types of investments the party can make during the contract term. This clause serves to clarify the scope of the agreement, ensuring that all relevant affiliated entities are properly included or excluded, and helps prevent disputes about the reach of contractual obligations.
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Subsidiaries; Investments. The Borrower has no Subsidiaries or equity investments or any interest in any other Person other than portfolio securities (including investment company securities) which may have been acquired in the ordinary course of business.
Subsidiaries; Investments. Borrower does not own any stock, partnership interest or other equity securities except for Permitted Investments.
Subsidiaries; Investments. No Loan Party has any Subsidiaries, except as noted on the Perfection Certificate or as disclosed to Administrative Agent pursuant to Section 6.11 below. No Loan Party owns any stock, partnership, or other ownership interest or other Equity Interests except for Permitted Investments.
Subsidiaries; Investments. (a) Section 3.3(a) of the Disclosure Schedule sets forth a complete and accurate list of each Subsidiary of each Acquired Company and all other Persons in which such Acquired Company or any of its Subsidiaries owns, directly or indirectly, any equity interests or otherwise controls, directly or indirectly, and such list sets forth the name, the jurisdiction of organization, the authorized and outstanding equity interests and the record and beneficial ownership of the equity interests of any such Subsidiary and any such other Person.
(b) All of the outstanding equity interests of each Subsidiary of the Acquired Companies (i) have been duly and validly issued, (ii) are fully paid and nonassessable, (iii) were not issued in violation of any preemptive rights or rights of first refusal or first offer and (iv) are owned beneficially and of record by the respective Acquired Company. There are no outstanding or authorized equity appreciation, phantom equity interests, profit participation or similar rights with respect to any Subsidiary of any Acquired Company, nor are there any voting trusts, proxies, member agreements or any other agreements or understandings with respect to the voting, registration, sale or transfer of any equity interests of any Subsidiary of any Acquired Company.
(c) There are no options, warrants or other rights to subscribe for or purchase any equity interests of any Subsidiary of any Acquired Company, and there are no securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire, any equity interests of any Subsidiary of any Acquired Company. There are no preemptive rights or rights of first refusal or first offer, nor are there any Contracts or restrictions to which any Subsidiary of any Acquired Company is a party or by which any Subsidiary of any Acquired Company is bound, relating to any equity interests of such Subsidiary, whether or not outstanding. No Subsidiary of any Acquired Company currently maintains, nor does any Subsidiary of any Acquired Company have any ongoing liability for, any equity option plan or any other plan or agreement providing for equity compensation of any Person. All of the equity interests of each Subsidiary of the Acquired Companies issued and outstanding have been granted, offered, sold and issued in compliance in all material respects with all Applicable Laws to which such Subsidiary is subject to or bound.
Subsidiaries; Investments. 22 5.15. Full Disclosure..................................................................22 5.16.
Subsidiaries; Investments. Neither Borrower nor any of its Subsidiaries owns any stock, partnership interest or other equity securities except for Permitted Investments.
Subsidiaries; Investments. If not a Designated Parent Borrower, such Borrower, or to the extent such Borrower is a series of a Delaware LLC, a Trust or a Maryland corporation, such Delaware LLC, such Trust or such Maryland corporation on behalf of such Borrower, has no Subsidiaries and no equity investments or any interest in any other Person other than portfolio securities (including investment company securities) which may have been acquired in the ordinary course of business. If a Designated Parent Borrower, such Borrower, or to the extent such Borrower is a series of a Delaware LLC, a Trust or a Maryland corporation, such Delaware LLC, such Trust or such Maryland corporation on behalf of such Borrower, (i) has no Subsidiaries and no equity investments or any interest in any other Person other than (a) portfolio securities (including investment company securities) which may have been acquired in the ordinary course of business and (b) its Designated Subsidiaries and (ii) holds all of the issued and outstanding shares of stock of its Designated Subsidiaries free of any Lien except as may be permitted by Section 5.12.
Subsidiaries; Investments. The Borrower has no subsidiaries. The Borrower does not own or hold directly or indirectly, any capital stock or equity security of, or any equity interest in, any Person.
Subsidiaries; Investments. The Company does not have any equity or similar investment, directly or indirectly, in or with any subsidiary, corporation, company, partnership, association, joint venture or other person.
Subsidiaries; Investments. 15 4.5 Absence of Conflicts....................................................... 16 4.6