Parent and Subsidiaries. For purposes of the covenants set forth in ----------------------- this Article XI, references to Parent and its Subsidiaries shall be deemed to ---------- mean Parent and its Subsidiaries on a consolidated basis.
Parent and Subsidiaries. The Parent and each Subsidiary are duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is organized, has full and adequate power to own its Property and conduct its business as now conducted, and is duly licensed or qualified and in good standing in each jurisdiction in which the nature of the business conducted by it or the nature of the Property owned or leased by it requires such licensing or qualifying, except where the failure to do so would not have a Material Adverse Effect. Schedule 6.2 hereto identifies each Subsidiary, the jurisdiction of its organization, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by the Parent, the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class of its authorized capital stock and other equity interests and the number of shares of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each Subsidiary are validly issued and outstanding and fully paid and nonassessable and all such shares and other equity interests indicated on Schedule 6.2 as owned by the Parent, the Borrower or another Subsidiary are owned, beneficially and of record, by the Parent, the Borrower or such Subsidiary free and clear of all Liens other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents. There are no outstanding commitments or other obligations of any Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of any Subsidiary.
Parent and Subsidiaries. The Parent and each Subsidiary (other than the Borrowers) are duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is organized or incorporated, as applicable, has full and adequate power to own its Property and conduct its business as now conducted, and is duly licensed or qualified and in good standing in each jurisdiction in which the nature of the business conducted by it or the nature of the Property owned or leased by it requires such licensing or qualifying, except where the failure to do so would not have a Material Adverse Effect. Except as disclosed to the Administrative Agent by the Borrower Representative from time to time after the Closing Date, Schedule 6.2 hereto identifies each Subsidiary, the jurisdiction of its organization, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by the Parent, the Borrowers and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class of its authorized capital stock and other equity interests and the number of shares of each class issued and outstanding. Except as disclosed to the Administrative Agent by the Borrower Representative from time to time after the Closing Date, all of the outstanding shares of capital stock and other equity interests of each Subsidiary are validly issued and outstanding and fully paid and nonassessable and all such shares and other equity interests indicated on Schedule 6.2 as owned by the Parent, any Borrower or another Subsidiary are owned, beneficially and of record, by the Parent, any Borrower or such Subsidiary free and clear of all Liens other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents. Except as disclosed to the Administrative Agent by the Borrower Representative from time to time after the Closing Date, except as set forth on Schedule 6.2, there are no outstanding commitments or other obligations of any Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of any Subsidiary.
Parent and Subsidiaries. Western owns 100% of the issued and outstanding shares of WesternZagros and except for Western Oil International Holdings Limited and WesternZagros Limited, WesternZagros has no subsidiaries that are material to its business, operation or financial condition;
Parent and Subsidiaries. The Parent and each subsidiary of the Company listed on Schedule B hereto have been duly organized, and are validly existing and in good standing under the laws of the jurisdiction of their organization, with power and authority (limited liability company, corporate or other, as applicable) to own or lease their properties and conduct its business as described in the Offering Memorandum and, in the case of the Guarantors, to enter into and perform their obligations under each of the Transaction Documents that they are parties to; and the Parent and each such subsidiary of the Company are duly qualified to do business as a foreign organization in good standing in all other jurisdictions in which their ownership or lease of property or the conduct of their business requires such qualification except where the failure to be so qualified would not, individually or in the aggregate, result in a Material Adverse Effect; all of the issued and outstanding capital stock (or other applicable equity interests) of each such subsidiary of the Parent has been duly authorized and validly issued and is fully paid and nonassessable (to the extent such concept is applicable in such entity’s jurisdiction of organization); and except as disclosed in the Offering Memorandum, the capital stock (or other applicable equity interests) of the Parent and each such subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects, other than such liens and encumbrances arising from the Existing Term Loan Credit Agreement and ABL Facility.
Parent and Subsidiaries. (a) Schedule 4.4 hereto correctly sets forth as of the ------------ date hereof the names, form of legal entity, number of shares of capital stock or membership or other equity interests, as applicable, issued and outstanding, number of shares of capital stock or membership or other equity interests, as applicable, owned by Borrower, Parent or any Subsidiary of Borrower or Parent (specifying such owner) and jurisdictions of organization of all Subsidiaries of Borrower or Parent. Except as described in Schedule 4.4, as of the ------ ------------ date hereof Borrower does not own any capital stock, membership interest, other equity interest or debt Security which is convertible, or exchangeable, for capital stock, membership interests or other equity interests in any Person. Unless otherwise indicated in Schedule 4.4, as of the date hereof all of the outstanding shares ------------ of capital stock, all of the outstanding membership interests or all of the units of other equity interest, as the case may be, of each Subsidiary are owned of record and beneficially by Borrower or Parent, there are no outstanding options, warrants or other rights to purchase capital stock of any such Subsidiary, and all such shares, membership interests or other equity interests so owned are duly authorized, validly issued, fully paid and non-assessable, and were issued in compliance with all applicable state and federal securities and other Laws, and are free and clear of all Liens, except for ------ Permitted Encumbrances and other encumbrances permitted pursuant to Section 6.9. ----------- -62-
Parent and Subsidiaries. (a) Schedule 4.2(a) of the Disclosure Schedule identifies all owners of equity interests of each Xxxxxxxx Islands Subsidiary and the number or percentage of equity interests owned by each such owner. Except as set forth in Schedule 4.2(a) of the Disclosure Schedule, all outstanding shares of capital stock of or other equity ownership interests in each Xxxxxxxx Islands Subsidiary are owned, directly or indirectly, by Cruise Group, free and clear of all Encumbrances, other than Permitted Encumbrances.
Parent and Subsidiaries. No Subsidiary Guarantor (other than RT Canada) shall at any time own any material assets other than the real estate and equipment associated with the plant owned by such Subsidiary Guarantor and shall at no time engage in any business other than the ownership of such plant for the benefit of the Borrower. The Parent shall not incur any Indebtedness in respect of borrowed money except under the Loan Documents and its guaranty of the Notes. The Parent shall not create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind upon the assets of the Parent other than under the Loan Documents.
Parent and Subsidiaries. (a) On and as of the Effective Date, the Parent has no Subsidiaries other than the Borrower and those other Subsidiaries listed on Annex VI. Annex VI correctly sets forth, as of the Effective Date, the percentage ownership (direct and indirect) of the Parent in each class of the capital stock of Borrower and each of its other Subsidiaries and also identifies the direct owner thereof. The Parent owns all of the issued and outstanding capital stock of the Borrower and each of its other
Parent and Subsidiaries. Parent owns all the issued and outstanding shares or ownership interests of the Seller. Parent has good, valid and marketable title to the shares or ownership interests of the Seller and is the sole record or beneficial owner of all issued and outstanding shares or ownership interests of the Seller, free and clear of any and all Liens. There are no outstanding rights of any character relating to the shares or ownership interests of the Seller and no securities convertible into or exchangeable for any of such shares or ownership interests.
