Common use of Corporate Structure Clause in Contracts

Corporate Structure. (a) As of the date hereof, Schedule 5.14, attached hereto and made a part hereof, sets forth (i) the correct name of each Subsidiary and its jurisdiction of organization; (ii) the name of each of such Borrower’s Affiliates (including, without limitation, any joint ventures) and the nature of the affiliation; (iii) the number, type or class, and name of the holder of all issued and outstanding Equity Interests of such Borrower (except in the case of Parent which is a publicly traded corporation) and each of its Subsidiaries, together with the number and percentage of Equity Interests held by each such holder; and (iv) the number of authorized and issued Equity Interests (and treasury shares) of such Borrower and each Subsidiary, by type or class. (b) Such Borrower has good title to all of the Equity Interests it purports to own of each of its Subsidiaries, free and clear in each case of any Lien other than Permitted Liens. All such Equity Interests have been duly issued and are fully paid and non-assessable. Since the date of the last audited financial statements of Borrowers and their Subsidiaries delivered to Lender, no Borrower has made, or obligated itself to make, any Restricted Payment, except as otherwise permitted hereunder. On the Closing Date, there are no outstanding options to purchase Equity Interests issued by any Borrower or any of its Subsidiaries except as set forth on Schedule 5.14, there will be no outstanding options to purchase Equity Interests issued by any Borrower or any of its Subsidiaries at any time after the Closing Date except as may be disclosed in any applicable public filing with the Securities Exchange Commission. Further, except as set forth on Schedule 5.14, there are no rights or warrants to subscribe for or acquire, or any commitments or agreements to issue or sell, or any Equity Interests or obligations convertible into, or any powers of attorney relating to, Equity Interests issued by any Borrower or any of its Subsidiaries. Except as set forth on Schedule 5.14, there are no outstanding agreements or instruments binding upon the holders of any of the Equity Interests issued by such Borrower or any Subsidiary relating to the ownership of such Equity Interests.

Corporate Structure. (a) As The corporate capital and ownership structure of the REIT Group as of the Closing Date (and as of each date on which such schedule is subsequently updated pursuant to the terms hereof, ) is as described in Schedule 5.14, attached hereto 6.13(a). Set forth on Schedule 6.13(b) is a complete and made a part hereof, sets forth accurate list with respect to each of the Credit Parties and each member of the REIT Group of (i) the correct name of each Subsidiary and its jurisdiction of organization; incorporation, (ii) the name number of shares of each class of such Borrower’s Affiliates (includingCapital Stock outstanding, without limitation, any joint ventures) and the nature of the affiliation; (iii) the number, type or class, and name of the holder of all issued and outstanding Equity Interests of such Borrower (except in the case of Parent which is a publicly traded corporation) and each of its Subsidiaries, together with the number and percentage of Equity Interests held outstanding shares of each class owned (directly or indirectly) by each such holder; Persons and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto as of the number of authorized and issued Equity Interests Closing Date (and treasury shares) of such Borrower and each Subsidiary, by type or class. (b) Such Borrower has good title to all of the Equity Interests it purports to own as of each date on which such schedule is subsequently updated pursuant to the terms hereof). The outstanding Capital Stock of its Subsidiariesall such Persons is validly issued, free and clear in each case of any Lien other than Permitted Liens. All such Equity Interests have been duly issued and are fully paid and non-assessable. Since assessable (in the date case of a corporation) and (other than the last audited financial statements of Borrowers and their Subsidiaries delivered to LenderREIT Guarantor) is owned by the Credit Parties, no Borrower has madedirectly or indirectly, or obligated itself to make, any Restricted Payment, except as otherwise permitted hereunder. On in the Closing Date, there are no outstanding options to purchase Equity Interests issued by any Borrower or any of its Subsidiaries except as manner set forth on Schedule 5.146.13(b), there will be no outstanding options to purchase Equity Interests issued by any Borrower free and clear of all Liens (other than those arising under or any contemplated in connection with the Credit Documents) as of its Subsidiaries at any time after the Closing Date except (and as may be disclosed in any applicable public filing with of each date on which such schedule is subsequently updated pursuant to the Securities Exchange Commissionterms hereof). Further, except Other than as set forth in Schedule 6.13(b), as of the Closing Date (and as of each date on Schedule 5.14, there are no which such schedule is subsequently updated pursuant to the terms hereof) the Borrower does not have outstanding any securities convertible into or exchangeable for its Capital Stock nor does the Borrower have outstanding any rights or warrants to subscribe for or acquireto purchase or any options for the purchase of, or any commitments agreements providing for the issuance (contingent or agreements to issue or sellotherwise) of, or any Equity Interests calls, commitments or obligations convertible into, or any powers of attorney relating to, Equity Interests issued by any Borrower or any of its Subsidiaries. Except as set forth on Schedule 5.14, there are no outstanding agreements or instruments binding upon the holders claims of any character relating to its Capital Stock. Each of the Equity Interests issued by Subsidiaries of the Borrower is a Wholly Owned Subsidiary of the Borrower, except those Excluded Entities which have been disclosed on Schedules 6.13(c) (as updated prior to or on the date hereof) and such Borrower or any Subsidiary relating other Credit Parties with non-Credit Party equity holders as may exist from time to time pursuant to and in accordance with the ownership of such Equity Intereststerms and conditions hereof (and as disclosed on Schedules 6.13(a) and (b) hereof).

Corporate Structure. (a) As The corporate capital and ownership structure of the REIT Group as of the Closing Date (and as of each date on which such schedule is subsequently updated pursuant to the terms hereof, ) is as described in Schedule 5.14, attached hereto 6.13(a). Set forth on Schedule 6.13(b) is a complete and made a part hereof, sets forth accurate list with respect to each of the Credit Parties and each member of the REIT Group of (i) the correct name of each Subsidiary and its jurisdiction of organization; incorporation, (ii) the name number of shares of each class of such Borrower’s Affiliates (includingCapital Stock outstanding, without limitation, any joint ventures) and the nature of the affiliation; (iii) the number, type or class, and name of the holder of all issued and outstanding Equity Interests of such Borrower (except in the case of Parent which is a publicly traded corporation) and each of its Subsidiaries, together with the number and percentage of Equity Interests held outstanding shares of each class owned (directly or indirectly) by each such holder; Persons and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto as of the number of authorized and issued Equity Interests Closing Date (and treasury shares) of such Borrower and each Subsidiary, by type or class. (b) Such Borrower has good title to all of the Equity Interests it purports to own as of each date on which such schedule is subsequently updated pursuant to the terms hereof). The outstanding Capital Stock of its Subsidiariesall such Persons is validly issued, free and clear in each case of any Lien other than Permitted Liens. All such Equity Interests have been duly issued and are fully paid and non-assessable. Since assessable (in the date case of a corporation) and (other than the last audited financial statements of Borrowers and their Subsidiaries delivered to LenderREIT Guarantor) is owned by the Credit Parties, no Borrower has madedirectly or indirectly, or obligated itself to make, any Restricted Payment, except as otherwise permitted hereunder. On in the Closing Date, there are no outstanding options to purchase Equity Interests issued by any Borrower or any of its Subsidiaries except as manner set forth on Schedule 5.146.13(b), there will be no outstanding options to purchase Equity Interests issued by any Borrower free and clear of all Liens (other than those arising under or any contemplated in connection with the Credit Documents) as of its Subsidiaries at any time after the Closing Date except (and as may be disclosed in any applicable public filing with of each date on which such schedule is subsequently updated pursuant to the Securities Exchange Commissionterms hereof). Further, except Other than as set forth in Schedule 6.13(b), as of the Closing Date (and as of each date on Schedule 5.14, there are no which such schedule is subsequently updated pursuant to the terms hereof) the Borrower does not have outstanding any securities convertible into or exchangeable for its Capital Stock nor does the Borrower have outstanding any rights or warrants to subscribe for or acquireto purchase or any options for the purchase of, or any commitments agreements providing for the issuance (contingent or agreements to issue or sellotherwise) of, or any Equity Interests calls, commitments or obligations convertible into, or any powers of attorney relating to, Equity Interests issued by any Borrower or any of its Subsidiaries. Except as set forth on Schedule 5.14, there are no outstanding agreements or instruments binding upon the holders claims of any character relating to its Capital Stock. Each of the Equity Interests issued by such Subsidiaries of the Borrower or any is a Wholly Owned Subsidiary relating to of the ownership of such Equity InterestsBorrower.

Corporate Structure. (a) As of the date hereof, Schedule 5.14, attached hereto and made a part hereof, sets forth (i) the correct name of each Subsidiary and its jurisdiction of organization; (ii) the name of each of such Borrower’s Affiliates (including, without limitation, any joint ventures) and the nature of the affiliation; and (iii) the number, number and type or class, and name of the holder class of all issued and outstanding Equity Interests of such Borrower (except in the case of Parent which is a publicly traded corporation) and each of its Subsidiaries, together with the number and percentage of Equity Interests held by each such holder; and (iv) the number of authorized and issued Equity Interests (and treasury shares) of such Borrower and each Subsidiary, by type or classMDS. (b) Such Borrower has good title to all of the Equity Interests it purports to own of each of its Subsidiaries, free and clear in each case of any Lien other than Permitted Liens. All such Equity Interests have been duly issued and are fully paid and non-assessable. Since the date of the last audited financial statements of Borrowers Borrower and their its Subsidiaries delivered to Lender, no Borrower has not made, or obligated itself to make, any Restricted Payment, except as otherwise permitted hereunder. On the Closing Date, there are no outstanding options to purchase Equity Interests issued by any Borrower or any of its Subsidiaries except as set forth on Schedule 5.14, there will be no outstanding options to purchase Equity Interests issued by any Borrower or any of its Subsidiaries at any time after the Closing Date except as may be disclosed in any applicable public filing with the Securities Exchange Commission. Further, except Except as set forth on Schedule 5.14, there are no outstanding options to purchase, or any rights or warrants to subscribe for or acquire, or any commitments or agreements to issue or sell, or any Equity Interests or obligations convertible into, or any powers of attorney relating to, Equity Interests issued by any Borrower or any of its Subsidiaries. Except as set forth on Schedule 5.14, there are no outstanding agreements or instruments binding upon the holders of any . (c) As of the Closing Date, the number and type or class of all issued and outstanding Equity Interests issued of Transcend and each of its Subsidiaries (other than MDS) has not materially changed from the most recent 10-Q filed by such Borrower or any Subsidiary relating to Transcend with the ownership of such Equity InterestsU.S. Securities and Exchange Commission.

Corporate Structure. (a) As of the date hereof, Schedule 5.14, attached Exhibit 4.14 hereto and made a part hereof, sets forth (i) the correct name of each Subsidiary and Subsidiary, its jurisdiction of organization; organization and the percentage of its equity interests having voting powers owned by each Person, (ii) the name of each of such Borrower’s 's corporate or joint venture Affiliates (including, without limitation, any joint ventures) and the nature of the affiliation; , (iii) the number, type or class, nature and name of the holder of all issued and outstanding Equity Interests equity interests of such each Borrower (except in the case of Parent which is a publicly traded corporation) and each of its Subsidiaries, together with the number and percentage of Equity Interests held by each such holder; Subsidiaries and (iv) the number of authorized and issued Equity Interests equity interests (and treasury shares) of such each Borrower and each Subsidiary, by type or class. (b) Such . Each Borrower has good title to all of the Equity Interests shares it purports to own of the equity interests of each of its Subsidiaries, free and clear in each case of any Lien other than Permitted Liens. All such Equity Interests equity interests have been duly issued and are fully paid and non-assessable. Since the date of the last audited financial statements of Borrowers Proxymed and their its Subsidiaries delivered to LenderBank, no Borrower has made, or obligated itself to make, any Restricted Paymentdividends (other than stock dividends) or other distribution on or with respect to, or any purchase, redemption, retirement or other acquisition of, any equity interests of such Borrower, except as otherwise permitted hereunder. On the Closing DateExcept as set forth on Exhibit 4.14 hereto, there are no outstanding options to purchase Equity Interests issued by any Borrower purchase, or any of its Subsidiaries except as set forth on Schedule 5.14, there will be no outstanding options to purchase Equity Interests issued by any Borrower or any of its Subsidiaries at any time after the Closing Date except as may be disclosed in any applicable public filing with the Securities Exchange Commission. Further, except as set forth on Schedule 5.14, there are no rights or warrants to subscribe for or acquirefor, or any commitments or agreements to issue or sell, or any Equity Interests equity interests or obligations convertible into, or any powers of attorney relating to, Equity Interests issued by equity interests of any Borrower or any of its Subsidiaries. Except as set forth on Schedule 5.14Exhibit 4.14 hereto, there are no outstanding agreements or instruments binding upon the holders of any of the Equity Interests issued by such Borrower Borrower's or any Subsidiary Subsidiary's equity interests relating to the ownership of such Equity Interestsits equity interests.

Corporate Structure. (a) As of the date hereof, Schedule 5.14, attached Exhibit 4.23 hereto and made a part hereof, sets forth (i) the correct name of each Subsidiary and Subsidiary, its jurisdiction of organization; organization and the percentage of its equity interests having voting powers owned by each Person, (ii) the name of each of such Borrower’s Borrowers’ corporate or joint venture Affiliates (including, without limitation, any joint ventures) and the nature of the affiliation; , (iii) the number, type or class, nature and name of the record holder of all issued and outstanding Equity Interests equity interests of such each Borrower (except in the case of Parent which is a publicly traded corporation) and each of its Subsidiaries, together with the number and percentage of Equity Interests held by each such holder; Subsidiaries and (iv) the number of authorized and issued Equity Interests equity interests (and treasury shares) of such Borrower and each Subsidiary, by type or class. (b) Such . Each Borrower has good title to all of the Equity Interests shares it purports to own of the equity interests of each of its Subsidiaries, free and clear in each case of any Lien other than Permitted Liens. All such Equity Interests equity interests have been duly issued and are fully paid and non-assessable. Since the date of the last audited financial statements of Borrowers and their Subsidiaries delivered to LenderBank, except as permitted by Section 6.3, no Borrower has made, or obligated itself to make, any Restricted Paymentdividends (other than stock dividends) or other distribution on or with respect to, except as otherwise permitted hereunderor any purchase, redemption, retirement or other acquisition of, any equity interests of any Borrower. On the Closing Date, there There are no outstanding options to purchase Equity Interests issued by any Borrower purchase, or any of its Subsidiaries except as set forth on Schedule 5.14, there will be no outstanding options to purchase Equity Interests issued by any Borrower or any of its Subsidiaries at any time after the Closing Date except as may be disclosed in any applicable public filing with the Securities Exchange Commission. Further, except as set forth on Schedule 5.14, there are no rights or warrants to subscribe for or acquirefor, or any commitments or agreements to issue or sell, or any Equity Interests equity interests or obligations convertible into, or any powers of attorney relating to, Equity Interests issued by equity interests of any Borrower or any of its SubsidiariesSubsidiaries except stock options or grants provided by Borrowers to their officers, directors and employees from time to time in the ordinary course of business. Except as set forth on Schedule 5.14Exhibit 4.23 hereto, there are no outstanding agreements or instruments binding upon the holders of any of the Equity Interests issued by such Borrower or any Subsidiary Borrower’s equity interests relating to the ownership of such Equity Interestsits equity interests.

Corporate Structure. (a) As of the date hereof, Schedule 5.14, attached hereto and made a part hereof, the Borrower Information Certificate sets forth (i) the correct name of each Subsidiary and Subsidiary, its jurisdiction of organization; organization and the percentage of its equity interests having voting powers owned by each Person, (ii) the name of each of such Borrower’s corporate or joint venture Affiliates (including, without limitation, any joint ventures) and the nature of the affiliation; , (iii) the number, type or class, nature and name of the holder of all issued and outstanding Equity Interests equity interests of such Borrower (except in the case of Parent which is a publicly traded corporation) and each of its Subsidiaries, together with the number and percentage of Equity Interests held by each such holder; Subsidiaries and (iv) the number of authorized and issued Equity Interests equity interests (and treasury shares) of such Borrower and each Subsidiary, by type or class. (b) Such . Borrower has good title to all of the Equity Interests shares it purports to own of the equity interests of each of its Subsidiaries, free and clear in each case of any Lien other than Permitted Liens. All such Equity Interests equity interests have been duly issued and are fully paid and non-assessable. Since the date of the last audited financial statements of Borrowers and their Subsidiaries Borrower delivered to LenderBank, no Borrower has not made, or obligated itself to make, any Restricted Paymentdividends (other than stock dividends) or other distribution on or with respect to, or any purchase, redemption, retirement or other acquisition of, any equity interests of Borrower, except as otherwise permitted hereunder. On the Closing Date, there There are no outstanding options to purchase Equity Interests issued by any Borrower purchase, or any of its Subsidiaries except as set forth on Schedule 5.14, there will be no outstanding options to purchase Equity Interests issued by any Borrower or any of its Subsidiaries at any time after the Closing Date except as may be disclosed in any applicable public filing with the Securities Exchange Commission. Further, except as set forth on Schedule 5.14, there are no rights or warrants to subscribe for or acquirefor, or any commitments or agreements to issue or sell, or any Equity Interests equity interests or obligations convertible into, or any powers into equity interests of attorney relating to, Equity Interests issued by any Borrower or any of its Subsidiaries. Except as set forth on Schedule 5.14, there There are no outstanding agreements or instruments binding upon the holders of any of the Equity Interests issued by such Borrower or any Subsidiary Borrower’s equity interests relating to the ownership of such Equity Interestsits equity interests.

Corporate Structure. (a) As of the date hereof, Schedule 5.14, attached Exhibit 4.14 hereto and made a part hereof, sets forth (i) the correct name of each Subsidiary and Subsidiary, its jurisdiction of organization; organization and the percentage of its equity interests having voting powers owned by each Person, (ii) the name of each of such Borrower’s corporate or joint venture Affiliates (including, without limitation, any joint ventures) and the nature of the affiliation; , (iii) the number, type or class, nature and name of the holder of all issued and outstanding Equity Interests equity interests of such each Borrower (except in the case of Parent which is a publicly traded corporation) and each of its Subsidiaries, together with the number and percentage of Equity Interests held by each such holder; and (iv) the number of authorized and issued Equity Interests equity interests (and treasury shares) of such each Borrower and each Subsidiary, by type or class. (b) Such . Each Borrower has good title to all of the Equity Interests shares or to all of the membership interests it purports to own of the equity interests of each of its Subsidiaries, free and clear in each case of any Lien other than Permitted Liens. All such Equity Interests equity interests have been duly issued and are fully paid and non-assessable. Since the date of the last audited financial statements of Borrowers each Borrower and their its Subsidiaries delivered to LenderBank, no Borrower has made, or obligated itself to make, any Restricted Paymentdividends (other than stock dividends) or other distribution on or with respect to, or any purchase, redemption, retirement or other acquisition of, any equity interests of any Borrower, except as otherwise permitted hereunder. On the Closing Date, there There are no outstanding options to purchase Equity Interests issued by any Borrower purchase, or any of its Subsidiaries except as set forth on Schedule 5.14, there will be no outstanding options to purchase Equity Interests issued by any Borrower or any of its Subsidiaries at any time after the Closing Date except as may be disclosed in any applicable public filing with the Securities Exchange Commission. Further, except as set forth on Schedule 5.14, there are no rights or warrants to subscribe for or acquirefor, or any commitments or agreements to issue or sell, or any Equity Interests equity interests or obligations convertible into, or any powers of attorney relating to, Equity Interests issued by equity interests of any Borrower or any of its Subsidiaries. Except as set forth on Schedule 5.14Exhibit 4.14 hereto, there are no outstanding agreements or instruments binding upon the holders of any of the Equity Interests issued by such Borrower any Borrower’s or any Subsidiary Subsidiary’s equity interests relating to the ownership of such Equity Interestsits equity interests.

Corporate Structure. (a) As The corporate capital and ownership structure of the REIT Group as of the Closing Date (and as of each date on which such schedule is subsequently updated pursuant to the terms hereof, ) is as described in Schedule 5.14, attached hereto 6.13(a). Set forth on Schedule 6.13(b) is a complete and made a part hereof, sets forth accurate list with respect to each of the Credit Parties and each member of the REIT Group of (i) the correct name of each Subsidiary and its jurisdiction of organization; incorporation, (ii) the name number of shares of each class of such Borrower’s Affiliates (includingCapital Stock outstanding, without limitation, any joint ventures) and the nature of the affiliation; (iii) the number, type or class, and name of the holder of all issued and outstanding Equity Interests of such Borrower (except in the case of Parent which is a publicly traded corporation) and each of its Subsidiaries, together with the number and percentage of Equity Interests held outstanding shares of each class owned (directly or indirectly) by each such holder; Persons and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto as of the number of authorized and issued Equity Interests Closing Date (and treasury shares) of such Borrower and each Subsidiary, by type or class. (b) Such Borrower has good title to all of the Equity Interests it purports to own as of each date on which such schedule is subsequently updated pursuant to the terms hereof). The outstanding Capital Stock of its Subsidiariesall such Persons is validly issued, free and clear in each case of any Lien other than Permitted Liens. All such Equity Interests have been duly issued and are fully paid and non-assessable. Since assessable (in the date case of a corporation) and (other than the last audited financial statements of Borrowers and their Subsidiaries delivered to LenderREIT Guarantor) is owned by the Credit Parties, no Borrower has madedirectly or indirectly, or obligated itself to make, any Restricted Payment, except as otherwise permitted hereunder. On in the Closing Date, there are no outstanding options to purchase Equity Interests issued by any Borrower or any of its Subsidiaries except as manner set forth on Schedule 5.146.13(b), there will be no outstanding options to purchase Equity Interests issued by any Borrower free and clear of all Liens (other than those arising under or any contemplated in connection with the Credit Documents) as of its Subsidiaries at any time after the Closing Date except (and as may be disclosed in any applicable public filing with of each date on which such schedule is subsequently updated pursuant to the Securities Exchange Commissionterms hereof). Further, except Other than as set forth in Schedule 6.13(b), as of the Closing Date (and as of each date on Schedule 5.14, there are no which such schedule is subsequently updated pursuant to the terms hereof) the Borrower does not have outstanding any securities convertible into or exchangeable for its Capital Stock nor does the Borrower have outstanding any rights or warrants to subscribe for or acquireto purchase or any options for the purchase of, or any commitments agreements providing for the issuance (contingent or agreements to issue or sellotherwise) of, or any Equity Interests calls, commitments or obligations convertible into, or claims of any powers character relating to its Capital Stock. Each of attorney relating to, Equity Interests issued by any the Subsidiaries of the Borrower or any is a Wholly Owned Subsidiary of its Subsidiariesthe Borrower. Except as set Set forth on Schedule 5.14, there are no outstanding agreements or instruments binding upon the holders 6.13(c) is a complete and accurate list of any all Excluded Entities as of the Equity Interests issued by Closing Date (and as of each date on which such Borrower or any Subsidiary relating schedule is subsequently updated pursuant to the ownership of such Equity Intereststerms hereof).