Xxxxx Oxford Subsidiary definition

Xxxxx Oxford Subsidiary means, as of the Closing, each entity listed on Schedule 5.3; provided that any entity exchanged or substituted for a Xxxxx Oxford Subsidiary pursuant to the terms of this Agreement and the other Note Documentation shall be considered “Xxxxx Oxford Subsidiary” for all purposes hereunder and thereunder.

Examples of Xxxxx Oxford Subsidiary in a sentence

• Xxxxx Oxford, each Xxxxx Oxford Entity and each Xxxxx Oxford Subsidiary has the corporate, limited partnership, limited liability company or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact.

• The Company, Xxxxx Oxford, each Xxxxx Oxford Entity and each Xxxxx Oxford Subsidiary will comply, and shall cause their respective Subsidiaries to comply, with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority, except to the extent the failure of the Company, Xxxxx Oxford, such Xxxxx Oxford Entity, such Xxxxx Oxford Subsidiary or such other Subsidiary to comply could not reasonably be expected to have a Material Adverse Effect.

• Xxxxx Oxford has good title to, and is the record and beneficial owner of, directly or indirectly, all Equity Interests in each Xxxxx Oxford Subsidiary.

• As of the Closing, Xxxxx Oxford directly or indirectly owns all of the outstanding Equity Interests in each Xxxxx Oxford Subsidiary listed on Schedule 5.3. All of the outstanding Equity Interests of Xxxxx Oxford owned by the Company have been validly issued, are fully paid and non-assessable and are owned by the Company free and clear of any Lien that is prohibited by this Agreement.

• The Company will not and will not permit Xxxxx Oxford, any Xxxxx Oxford Entity or any Xxxxx Oxford Subsidiary to engage in any material line of business substantially different from those lines of business currently conducted by the Company, Xxxxx Oxford, such Xxxxx Oxford Entity or such Xxxxx Oxford Subsidiary on the date hereof or any business substantially related or incidental or ancillary thereto.

• Each Xxxxx Oxford Subsidiary has good and marketable title to the Specified Property listed opposite its name on Schedule 5.3, in each case free and clear of Liens prohibited by this Agreement, except for those defects in title that, individually or in the aggregate, would not have a Material Adverse Effect.

• Equity Interests in any Person that owns, directly or indirectly, any Specified Property or any mezzanine Indebtedness incurred by the Company, Xxxxx Oxford, any Xxxxx Oxford Entity or any Xxxxx Oxford Subsidiary.