Good Standing of Subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has power and authority to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, all of the issued and outstanding stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, in the case of each subsidiary that is a corporation, are fully paid and nonassessable and are owned by the Company or the Operating Partnership, directly or indirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.
Appears in 9 contracts
Samples: Underwriting Agreement (Arbor Realty Trust Inc), Underwriting Agreement (Arbor Realty Trust Inc), Underwriting Agreement (Arbor Realty Trust Inc)
Good Standing of Subsidiaries. Each subsidiary “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, ; (ii) has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; and the Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable jurisdiction) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except in the cases of clauses (ii) and (iii), where the failure so to qualify have such power and authority or to be so qualified or in good standing would not result not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, are fully paid and (except in the case of each general partnership interests) nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, are fully paid none of the issued and nonassessable and are owned by the Company or the Operating Partnership, directly or indirectly, free and clear outstanding partnership interests of any security interestsuch subsidiary that is a limited or general partnership, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any subsidiaries of the Company which are The only “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X the Company are the subsidiaries listed on Schedule IV hereto, Exhibit B hereto and Schedule IV Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.
Appears in 9 contracts
Samples: Underwriting Agreement (KKR Real Estate Finance Trust Inc.), Underwriting Agreement (KKR Real Estate Finance Trust Inc.), Underwriting Agreement (KKR Real Estate Finance Trust Inc.)
Good Standing of Subsidiaries. Each subsidiary The only Subsidiaries of the Company that may constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X are the Subsidiaries listed on Exhibit 21 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership has been duly incorporated or organized and is validly existing as a corporation, limited or partnership, general partnership or limited liability company, as the case may beapplicable, in good standing under the laws of the jurisdiction of its organization, in which it is chartered or organized and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus Prospectus, and is duly qualified or registered as a foreign corporation, limited or partnership, general partnership or limited liability company, as the case may beapplicable, to transact business and is in good standing in each the jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing register would not result in a Material Adverse Effect; . All the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable, and, except as otherwise disclosed set forth in each of the Registration Statement, the Disclosure Package and the Prospectus, all outstanding shares of the issued and outstanding stock of each such subsidiary that is a corporationcapital stock, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding interests, limited liability company interests, membership interests or other similar interests equivalent equity interest of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, in the case of each subsidiary that is a corporation, are fully paid and nonassessable and Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or indirectly, through wholly-owned Subsidiaries free and clear of any perfected security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary interest or any other person. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV heretosecurity interests, and Schedule IV accurately sets forth whether each such subsidiary is a corporationclaims, limited liens or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyencumbrances.
Appears in 7 contracts
Samples: Underwriting Agreement (Lasalle Hotel Properties), Underwriting Agreement (LaSalle Hotel Properties), Underwriting Agreement (Lasalle Hotel Properties)
Good Standing of Subsidiaries. Each subsidiary of the Company has been duly organized or formed and is validly existing as a corporation, limited or general partnership or partnership, limited liability company, Massachusetts business trust or general partnership, as the case may be, under the laws of its jurisdiction of organization and is in good standing under the laws of the its jurisdiction of its organization, has power (corporate or otherwise) and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or partnership, limited liability company, Massachusetts business trust or general partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that of the Company which is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, andand are fully paid and non-assessable, and to the extent owned by the Company or any of its subsidiaries (except for directors’ qualifying shares and as described or reflected generally in the General Disclosure Package and the Prospectus) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, in each case with such exceptions, individually or in the aggregate, as would not have a Material Adverse Effect. The partnership interests, membership interests and shares of beneficial interest of each subsidiary of the Company which is a partnership, limited liability company or Massachusetts business trust have been validly issued in accordance with applicable law and the partnership agreement, limited liability agreement or declaration of trust, as applicable, of such subsidiary, and to the extent owned by the Company or any of its subsidiaries (except as described or reflected generally in the General Disclosure Package and the Prospectus) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except, in the case of each subsidiary that is a corporationof the Company, are fully paid and nonassessable and are owned by for liens, encumbrances, equities or claims which individually or in the Company aggregate would not be material to the Company’s ownership of such subsidiary or to the Operating Partnership, directly or indirectly, free and clear Company’s exercise of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”)its rights with respect to such subsidiary; and none of the outstanding shares of capital stock, partnership interests or limited liability company interests, membership interests or other similar interests shares of beneficial interests, as the case may be, of any such subsidiary of the Company was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelysubsidiary.
Appears in 7 contracts
Samples: Distribution Agency Agreement (Affiliated Managers Group Inc), Distribution Agency Agreement (Affiliated Managers Group Inc), Distribution Agency Agreement (Affiliated Managers Group Inc)
Good Standing of Subsidiaries. Each subsidiary “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the 0000 Xxx) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), if any, has been duly organized and is validly existing as a corporation, limited or general liability company, partnership or limited liability companyreal estate investment trust, as the case may be, in good standing under the laws of the jurisdiction of its organizationincorporation or formation, as the case may be, has corporate, limited liability company, partnership or trust, as the case may be, power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited or general liability company, partnership or limited liability companyreal estate investment trust, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in a Material Adverse Effect; except . Except as otherwise disclosed stated in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding stock capital shares of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company Subsidiary have been duly authorized and are validly issued, and, in the case of each subsidiary that is a corporation, are fully paid and nonassessable non-assessable and are owned by the Company or the Operating PartnershipCompany, directly or indirectlythrough subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none equity. None of the outstanding capital shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary Subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelySubsidiary.
Appears in 6 contracts
Samples: Underwriting Agreement (Travelcenters of America LLC), Underwriting Agreement (Travelcenters of America LLC), Underwriting Agreement (Travelcenters of America LLC)
Good Standing of Subsidiaries. Each subsidiary of the Company Carvana Parties has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and or the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, are fully paid and (except in the case of each subsidiary that is a corporation, are fully paid and nonassessable general partnership interests) non-assessable and are owned by the Company or the Operating PartnershipCarvana Group, LLC, as applicable, directly or indirectlythrough subsidiaries, free and clear of any security interestall Liens, mortgageexcept for such Liens as would not, pledgeindividually or in the aggregate, lien, encumbrance, claim or equity (each, reasonably be expected to have a “Lien”)Material Adverse Effect; and none of the issued and outstanding shares of stockcapital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary was that is a limited liability company were issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other personperson that have not been waived in writing. Any The only subsidiaries of the Company which and Carvana Group, LLC are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are the subsidiaries listed on Schedule IV hereto, Exhibit B hereto and Schedule IV Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company and Carvana Group, LLC which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Exhibit B hereto under the caption “Material Subsidiaries.”
Appears in 6 contracts
Samples: Underwriting Agreement (Carvana Co.), Underwriting Agreement (Carvana Co.), Underwriting Agreement (Carvana Co.)
Good Standing of Subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and or the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, are fully paid and (except in the case of each general partnership interests) non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, are fully paid none of the issued and nonassessable and are owned by the Company or the Operating Partnership, directly or indirectly, free and clear outstanding partnership interests of any security interestsuch subsidiary that is a limited or general partnership, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any The only subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are the subsidiaries listed on Schedule IV hereto, Exhibit B hereto and Schedule IV Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Exhibit B hereto under the caption “Material Subsidiaries.”
Appears in 6 contracts
Samples: Underwriting Agreement (Triangle Petroleum Corp), Underwriting Agreement (Immunomedics Inc), Underwriting Agreement (Immunomedics Inc)
Good Standing of Subsidiaries. Each subsidiary of the Company listed on Schedule IV hereto has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has power and authority to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, all of the issued and outstanding stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, in the case of each subsidiary that is a corporation, are fully paid and nonassessable and are owned by the Company or the Operating Partnership, directly or indirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any The only subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are the subsidiaries listed on Schedule IV hereto, hereto and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto under the caption “Significant Subsidiaries.”
Appears in 5 contracts
Samples: Underwriting Agreement (Arbor Realty Trust Inc), Underwriting Agreement (Arbor Realty Trust Inc), Underwriting Agreement (Arbor Realty Trust Inc)
Good Standing of Subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and or the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, are fully paid and (except in the case of each general partnership interests) non-assessable and are owned, directly or indirectly by the Company, free and clear of any Lien (other than as a result of borrowings pursuant to any indenture or financing transaction or repurchase agreement described in the Registration Statement, the General Disclosure Package or the Prospectus); and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, are fully paid none of the issued and nonassessable and are owned by the Company or the Operating Partnership, directly or indirectly, free and clear outstanding partnership interests of any security interestsuch subsidiary that is a limited or general partnership, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.
Appears in 4 contracts
Samples: Underwriting Agreement (Ares Commercial Real Estate Corp), Underwriting Agreement (Ares Commercial Real Estate Corp), Underwriting Agreement (Ares Commercial Real Estate Corp)
Good Standing of Subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has power and authority to conduct its business as described in the Registration Statement, the Disclosure Package Time of Sale Information and the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the Disclosure Package Time of Sale Information and the Prospectus, all of the issued and outstanding stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, in the case of each subsidiary that is a corporation, are fully paid and nonassessable and are owned by the Company or the Operating Partnership, directly or indirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, 2 hereto and Schedule IV 2 accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.
Appears in 3 contracts
Samples: Management Agreement (Arbor Realty Trust Inc), Management Agreement (Arbor Realty Trust Inc), Arbor Realty Trust Inc
Good Standing of Subsidiaries. The only subsidiaries of the Company are Realty Income Texas Properties, L.P., a Delaware limited partnership, Realty Income Texas Properties, Inc., a Delaware corporation, and Crest Net Lease, Inc., a Delaware corporation, and the Company does not hold any equity interest in any corporation, limited liability company, partnership, joint venture or entity other than such subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability companycorporation, as the case may be, in good standing under the laws of the jurisdiction state of its organization, organization and has power and authority as a partnership or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus and Prospectus; each such subsidiary is duly qualified as a foreign corporation, limited or general partnership or limited liability companycorporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, all of the issued and outstanding stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests and shares of capital stock, as the case may be, of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized (if applicable) and validly issued, and, in the case of each subsidiary that is a corporation, issued and are fully paid and nonassessable are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company or the Operating PartnershipCompany, directly or indirectlythrough subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”)equity; and none of the outstanding shares of stock, partnership interests or limited liability company interestsshares of capital stock, membership interests as the case may be, of such subsidiaries were issued in violation of preemptive or other similar interests rights arising by operation of law, under the partnership agreement or charter or bylaws, as the case may be, of any such subsidiary was issued in violation of or under any preemptive rights, rights of first refusal agreement or other similar rights of any securityholder of such subsidiary instrument to which the Company or any other person. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyparty.
Appears in 3 contracts
Samples: Realty Income Corp, Realty Income Corp, Realty Income Corp
Good Standing of Subsidiaries. The only subsidiaries of the Company are Realty Income Texas Properties, L.P., a Delaware limited partnership, and Realty Income Texas Properties, Inc., a Delaware corporation, and the Company does not hold any equity interest in any corporation, limited liability company, partnership, joint venture or entity other than such subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability companycorporation, as the case may be, in good standing under the laws of the jurisdiction state of its organization, organization and has power and authority as a partnership or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus and Prospectus; each such subsidiary is duly qualified as a foreign corporation, limited or general partnership or limited liability companycorporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, all of the issued and outstanding stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests and shares of capital stock, as the case may be, of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized (if applicable) and validly issued, and, in the case of each subsidiary that is a corporation, issued and are fully paid and nonassessable are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company or the Operating PartnershipCompany, directly or indirectlythrough subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”)equity; and none of the outstanding shares of stock, partnership interests or limited liability company interestsshares of capital stock, membership interests as the case may be, of such subsidiaries were issued in violation of preemptive or other similar interests rights arising by operation of law, under the partnership agreement or charter or bylaws, as the case may be, of any such subsidiary was issued in violation of or under any preemptive rights, rights of first refusal agreement or other similar rights of any securityholder of such subsidiary instrument to which the Company or any other person. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyparty.
Appears in 3 contracts
Samples: Purchase Agreement (Realty Income Corp), Purchase Agreement (Realty Income Corp), Purchase Agreement (Realty Income Corp)
Good Standing of Subsidiaries. Each subsidiary of the Company Company’s domestic subsidiaries and, except with respect to such jurisdictions where the failure to be duly incorporated or formed, to be in good standing or to have such power and authority would not, individually or in the aggregate, result in a Material Adverse Effect, the Company’s non-domestic subsidiaries, has been duly organized incorporated or formed, as applicable, and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may beapplicable, in good standing under the laws of the jurisdiction of its organizationincorporation or formation, as applicable, and has corporate, partnership or limited liability company, as applicable, power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and Prospectus. Each of the Company’s subsidiaries is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may beapplicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so to qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, all . All of the issued and outstanding capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar equity interests of each such subsidiary that is a limited liability company have of the Company has been duly authorized and validly issued, andis fully paid and non-assessable, except as such rights may arise under mandatory provisions of applicable statutory law that may not be waived or otherwise agreed and not as a result of any rights contained in the organizational documents and is owned by the Company, directly or through subsidiaries, except in the case of each subsidiary that is a corporation, are fully paid and nonassessable and are owned by one or more foreign subsidiaries where directors of the Company or hold nominee shares as required by local law, and, except as disclosed in the Operating Partnership, directly or indirectlyGeneral Disclosure Package and the Prospectus, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (eachequity, a “Lien”); other than any permitted collateral lien or mortgage under the Company’s outstanding indebtedness as described in the Registration Statement, the General Disclosure Package and none the Prospectus. None of the outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests capital stock of any such subsidiary Subsidiary was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other personSubsidiary. Any The only subsidiaries of the Company which are (A) the subsidiaries listed on Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiariessubsidiary” as defined by in Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.X.
Appears in 3 contracts
Samples: Underwriting Agreement (Ryerson Holding Corp), Underwriting Agreement (Ryerson Holding Corp), Underwriting Agreement (Ryerson Holding Corp)
Good Standing of Subsidiaries. Each subsidiary “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, ; (ii) has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; and the Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable jurisdiction) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except in the cases of clauses (ii) and (iii), where the failure so to qualify have such power and authority or to be so qualified or in good standing would not result not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, are fully paid and (except in the case of each general partnership interests) nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, are fully paid none of the issued and nonassessable and are owned by the Company or the Operating Partnership, directly or indirectly, free and clear outstanding partnership interests of any security interestsuch subsidiary that is a limited or general partnership, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.
Appears in 3 contracts
Samples: Management Agreement (ACRES Commercial Realty Corp.), Management Agreement (ACRES Commercial Realty Corp.), Underwriting Agreement (ACRES Commercial Realty Corp.)
Good Standing of Subsidiaries. Each subsidiary Material Subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organizationorganization (in reference to any Material Subsidiary organized under the laws of Bermuda, “good standing” meaning that such Material Subsidiary has not failed to make any required filing with any Bermuda governmental authority or to pay any Bermuda governmental fee or tax that would make it liable to be struck off the register of companies and thereby cease to exist under the laws of Bermuda), has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and or the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (i) all of the issued and outstanding shares of capital stock of each such subsidiary Material Subsidiary that is a corporation, corporation and all of the issued and outstanding partnership interests of each such subsidiary Material Subsidiary that is a limited or general partnership have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) non-assessable and (ii) all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary Material Subsidiary that is a limited liability company have been duly authorized validly issued and validly issuedholders of such interests will not be obligated personally for debts, obligations or liabilities of such Material Subsidiary solely by reason of being a holder of such interests, and, in the case of (i) and (ii), except with respect to StarStone Insurance Bermuda Limited and Fitzwilliam Insurance Limited to the extent each subsidiary that is a corporationhas minority securityholders, are fully paid and nonassessable and are owned by the Company or the Operating PartnershipCompany, directly or indirectlythrough subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of stockcapital stock of any Material Subsidiary that is a corporation, none of the issued and outstanding partnership interests of any Material Subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary Material Subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary Material Subsidiary or any other person. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.
Appears in 3 contracts
Samples: Underwriting Agreement (Enstar Group LTD), Underwriting Agreement (Enstar Group LTD), Underwriting Agreement (Enstar Group LTD)
Good Standing of Subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and or the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, are fully paid and (except in the case of each general partnership interests) non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, are fully paid none of the issued and nonassessable and are owned by the Company or the Operating Partnership, directly or indirectly, free and clear outstanding partnership interests of any security interestsuch subsidiary that is a limited or general partnership, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary was that is a limited liability company were issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or or, to the knowledge of the Company, any other person. Any The only subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are the subsidiaries listed on Schedule IV hereto, Exhibit B hereto and Schedule IV Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.
Appears in 2 contracts
Samples: Underwriting Agreement (Insys Therapeutics, Inc.), Underwriting Agreement (Insys Therapeutics, Inc.)
Good Standing of Subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and or the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, are fully paid and (except in the case of each general partnership interests) non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of all Liens, except for such Liens as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, are fully paid none of the issued and nonassessable and are owned by the Company or the Operating Partnership, directly or indirectly, free and clear outstanding partnership interests of any security interestsuch subsidiary that is a limited or general partnership, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary was that is a limited liability company were issued in violation of any preemptive rights, rights of first refusal or other similar rights of granted by such subsidiary to any securityholder of such subsidiary or any other personperson that have not been waived in writing. Any The only subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are the subsidiaries listed on Schedule IV hereto, Exhibit B hereto and Schedule IV Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Exhibit B hereto under the caption “Material Subsidiaries.”
Appears in 2 contracts
Samples: Underwriting Agreement (Tabula Rasa HealthCare, Inc.), Underwriting Agreement (Tabula Rasa HealthCare, Inc.)
Good Standing of Subsidiaries. Each subsidiary Significant Subsidiary (as defined below) of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and or the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect; except . Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary Significant Subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary Significant Subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary Significant Subsidiary that is a limited liability company have been duly authorized and validly issued, and, are fully paid and (except in the case of each subsidiary that is a corporation, are fully paid and nonassessable general partnership interests) non-assessable and are owned by the Company or the Operating PartnershipCompany, directly or indirectlythrough subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of stockcapital stock of any such Significant Subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such Significant Subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary Significant Subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K (“Exhibit 21.1”) filed with the Commission accurately sets forth the name of each subsidiary of the Company and its jurisdiction of organization, other than subsidiaries omitted from such exhibit in accordance with clause (ii) of Section 21 of Item 601(b) of Regulation S-K of the Commission. Any subsidiaries of the Company which that are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and Exhibit 21.1 (the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively“Significant Subsidiaries”).
Appears in 2 contracts
Samples: Underwriting Agreement (National Oilwell Varco Inc), National Oilwell (National Oilwell Varco Inc)
Good Standing of Subsidiaries. Each subsidiary of the Company other than the Operating Partnership (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, (ii) has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and or the Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except in the cases of clause (iii), where the failure so to qualify or to be so qualified or in good standing would not result not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary of the Company that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary of the Company (including the Operating Partnership) that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, are fully paid and (except in the case of each general partnership interests) non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, are fully paid none of the issued and nonassessable and are owned by the Company or the Operating Partnership, directly or indirectly, free and clear outstanding partnership interests of any security interestsuch subsidiary that is a limited or general partnership, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any The only subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are the subsidiaries listed on Schedule IV hereto, Exhibit B hereto and Schedule IV Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.
Appears in 2 contracts
Samples: Underwriting Agreement (Angel Oak Mortgage, Inc.), Underwriting Agreement (Angel Oak Mortgage, Inc.)
Good Standing of Subsidiaries. Each subsidiary of the Company Company’s “subsidiaries” (as such term is defined in Rule 1-02 of Regulation S-X under the Act) is set forth on Schedule III hereto (each, a “Subsidiary” and, collectively, the “Subsidiaries”) and has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, an entity in good standing under the laws of the jurisdiction of its organizationformation, has such entity power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package and Time of Sale Information or the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; the Operating Partnership has limited partnership power and authority to enter into and perform its obligations under this Agreement; except as otherwise disclosed in the Registration Statement, the Disclosure Package Time of Sale Information and the Prospectus, all of the issued and outstanding capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership or other equity interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have Subsidiary has been duly authorized and validly issued, and, in the case of each subsidiary that is a corporation, are fully paid and nonassessable non-assessable and are is owned by the Company or the Operating PartnershipCompany, directly or indirectlythrough Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”)equity; and none of the outstanding shares of stock, partnership interests or limited liability company interests, membership interests capital stock or other similar interests equity interest of any such subsidiary Subsidiary was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary Subsidiary or any other personperson or entity. Any subsidiaries Except for the equity interests in the Subsidiaries and except as otherwise disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, the Company which are “significant subsidiaries” as defined by Rule 1does not own, directly or indirectly, any shares of stock or any other equity or long-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case term debt securities of any subsidiary which is a partnership corporation or limited liability companyhave any equity interest in any firm, its general partners and managing memberspartnership, respectivelyjoint venture, association or other entity.
Appears in 2 contracts
Samples: Underwriting Agreement (Colony Starwood Homes), Underwriting Agreement (Colony Starwood Homes)
Good Standing of Subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and or the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, are fully paid and (except in the case of each general partnership interests) non-assessable and are owned, directly or indirectly by the Company, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, are fully paid none of the issues and nonassessable and are owned by the Company or the Operating Partnership, directly or indirectly, free and clear outstanding partnership interests of any security interestsuch subsidiary that is a limited or general partnership, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any The only subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are the subsidiaries listed on Schedule IV hereto, Exhibit B hereto and Schedule IV Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.
Appears in 2 contracts
Samples: Underwriting Agreement (Ares Commercial Real Estate Corp), Underwriting Agreement (Ares Commercial Real Estate Corp)
Good Standing of Subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and or the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, are fully paid and (except in the case of each general partnership interests) non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien (except for Liens pursuant to Existing Credit Agreements which, individually or in the aggregate, would not be expected to result in a Material Adverse Effect); and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, are fully paid none of the issued and nonassessable and are owned by the Company or the Operating Partnership, directly or indirectly, free and clear outstanding partnership interests of any security interestsuch subsidiary that is a limited or general partnership, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV Exhibit B hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.
Appears in 2 contracts
Samples: Underwriting Agreement (Horizon Global Corp), Horizon Global Corp
Good Standing of Subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and or the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, are fully paid and (except in the case of each general partnership interests) non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, are fully paid none of the issued and nonassessable and are owned by the Company or the Operating Partnership, directly or indirectly, free and clear outstanding partnership interests of any security interestsuch subsidiary that is a limited or general partnership, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Exhibit 8 to the Company’s most recent Annual Report on Form 20-F filed with the Commission accurately sets forth the name of each subsidiary of the Company and its jurisdiction of organization, other than subsidiaries omitted from such exhibit in accordance with the first sentence of clause (ii) of Section 21 of Item 601 of Regulation S-K of the Commission. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company Exhibit B hereto under the caption “Material Subsidiaries.” The total assets of the subsidiaries other than those marked with an asterisk on Exhibit B hereto (the “Subject Subsidiaries”) and the jurisdiction of organization of each such subsidiary andCompany, in each case excluding any of their respective subsidiaries other than Subject Subsidiaries, determined on a consolidated basis, are equal to at least 90% of the total consolidated assets of the Company and its consolidated subsidiaries; for the year ended December 31, 2013, the total revenues, operating income and net income of Subject Subsidiaries and the Company, in each case excluding any of any subsidiary which is their respective subsidiaries other than Subject Subsidiaries, determined on a partnership or limited liability companyconsolidated basis, its general partners were equal to at least 90% of the total consolidated revenues, operating income and managing membersnet income, respectively, of the Company and its consolidated subsidiaries for such period.
Appears in 2 contracts
Samples: Underwriting Agreement (StealthGas Inc.), Underwriting Agreement (StealthGas Inc.)
Good Standing of Subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the Disclosure Package and the ProspectusStatements, all of the issued and outstanding capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, in the case of each subsidiary that is a corporation, are fully paid and nonassessable non-assessable and are owned by the Company or the Operating PartnershipCompany, directly or indirectlythrough subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”)equity; and none of the outstanding shares of capital stock, partnership partnerships interests or limited liability company interests, membership interests or other similar interests of any such subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any subsidiary. The only subsidiaries of the Company, other person. Any than FE and its subsidiaries (which will become subsidiaries of the Company which at the Closing Time), are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are the subsidiaries listed on Schedule IV hereto, C hereto and Schedule IV C accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelysubsidiary.
Appears in 2 contracts
Samples: Purchase Agreement (Performance Food Group Co), Performance Food Group Co
Good Standing of Subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and or the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, are fully paid and (except in the case of each general partnership interests) non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, are fully paid none of the issued and nonassessable and are owned by the Company or the Operating Partnership, directly or indirectly, free and clear outstanding partnership interests of any security interestsuch subsidiary that is a limited or general partnership, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Exhibit 8 to the Company’s most recent Annual Report on Form 20-F filed with the Commission accurately sets forth the name of each subsidiary of the Company and its jurisdiction of organization, other than subsidiaries omitted from such exhibit in accordance with the first sentence of clause (ii) of Section 21 of Item 601 of Regulation S-K of the Commission. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company Exhibit B hereto under the caption “Material Subsidiaries.” The total assets of the subsidiaries other than those marked with an asterisk on Exhibit B hereto (the “Subject Subsidiaries”) and the jurisdiction of organization of each such subsidiary andCompany, in each case excluding any of their respective subsidiaries other than Subject Subsidiaries, determined on a consolidated basis, are equal to at least 90% of the total consolidated assets of the Company and its consolidated subsidiaries; for the year ended December 31, 2012, the total revenues, operating income and net income of Subject Subsidiaries and the Company, in each case excluding any of any subsidiary which is their respective subsidiaries other than Subject Subsidiaries, determined on a partnership or limited liability companyconsolidated basis, its general partners were equal to at least 90% of the total consolidated revenues, operating income and managing membersnet income, respectively, of the Company and its consolidated subsidiaries for such period.
Appears in 2 contracts
Samples: Underwriting Agreement (StealthGas Inc.), Underwriting Agreement (StealthGas Inc.)
Good Standing of Subsidiaries. Each subsidiary of the Company listed on Schedule III hereto has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has power and authority to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, all of the issued and outstanding stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, in the case of each subsidiary that is a corporation, are fully paid and nonassessable and are owned by the Company or the Operating Partnership, directly or indirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any The only subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are the subsidiaries listed on Schedule IV hereto, III hereto and Schedule IV III accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule III hereto under the caption “Significant Subsidiaries.”
Appears in 2 contracts
Samples: Underwriting Agreement (Arbor Realty Trust Inc), Management Agreement (Gramercy Capital Corp)
Good Standing of Subsidiaries. The only subsidiaries of the Company are Realty Income Texas Properties, L.P., a Delaware limited partnership, and Realty Income Texas Properties, Inc., a Delaware corporation, and the Company does not hold any equity interest in any corporation, limited liability company, partnership, joint venture or equity other than such subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability companycorporation, as the case may be, in good standing under the laws of the jurisdiction state of its organization, organization and has power and authority as a partnership or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus and Prospectus; each such subsidiary is duly qualified as a foreign corporation, limited or general partnership or limited liability companycorporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or of the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, all of the issued and outstanding stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests and shares of capital stock, as the case may be, of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized (if applicable) and validly issued, and, in the case of each subsidiary that is a corporation, issued and are fully paid and nonassessable are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company or the Operating PartnershipCompany, directly or indirectlythrough subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”)equity; and none of the outstanding shares of stock, partnership interests or limited liability company interestsshares of capital stock, membership interests as the case may be, of such subsidiaries were issued in violation of preemptive or other similar interests rights arising by operation of law, under the partnership agreement or charter or bylaws, as the case may be, of any such subsidiary was issued in violation of or under any preemptive rights, rights of first refusal agreement or other similar rights of any securityholder of such subsidiary instrument to which the Company or any other person. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyparty.
Appears in 2 contracts
Samples: Underwriting Agreement (Realty Income Corp), Underwriting Agreement (Realty Income Corp)
Good Standing of Subsidiaries. The only subsidiaries of the Company are Realty Income Texas Properties, L.P., a Delaware limited partnership, Realty Income Texas Properties, Inc., a Delaware corporation, and the Company does not hold any equity interest in any corporation, limited liability company, partnership, joint venture or entity other than such subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability companycorporation, as the case may be, in good standing under the laws of the jurisdiction state of its organization, organization and has power and authority as a partnership or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus and Prospectuses; each such subsidiary is duly qualified as a foreign corporation, limited or general partnership or limited liability companycorporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, all of the issued and outstanding stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests and shares of capital stock, as the case may be, of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized (if applicable) and validly issued, and, in the case of each subsidiary that is a corporation, issued and are fully paid and nonassessable are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company or the Operating PartnershipCompany, directly or indirectlythrough subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”)equity; and none of the outstanding shares of stock, partnership interests or limited liability company interestsshares of capital stock, membership interests as the case may be, of such subsidiaries were issued in violation of preemptive or other similar interests rights arising by operation of law, under the partnership agreement or charter or bylaws, as the case may be, of any such subsidiary was issued in violation of or under any preemptive rights, rights of first refusal agreement or other similar rights of any securityholder of such subsidiary instrument to which the Company or any other person. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyparty.
Appears in 2 contracts
Samples: Purchase Agreement (Realty Income Corp), Realty Income Corp
Good Standing of Subsidiaries. Each subsidiary of the Company listed on Exhibit A hereto has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has power and authority to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the Disclosure Package Statement and the Prospectus, all of the issued and outstanding stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, in the case of each subsidiary that is a corporation, are fully paid and nonassessable and are owned by the Company or the Operating Partnership, directly or indirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any The only subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are the subsidiaries listed on Schedule IV hereto, Exhibit A hereto and Schedule IV Exhibit A accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Exhibit A hereto under the caption “Significant Subsidiaries.”
Appears in 2 contracts
Samples: Asset Servicing Agreement (Gramercy Capital Corp), Asset Servicing Agreement (Gramercy Capital Corp)
Good Standing of Subsidiaries. Each subsidiary of the Company Subsidiary that is a corporation has been duly organized incorporated and is validly existing as a corporation, limited in good standing under the laws of the state of its incorporation, with corporate power and authority to own its properties and conduct its business as described in the Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or general partnership leases properties or limited liability companyconducts any business so as to require such qualification, except where the failure to so qualify or be in good standing does not have, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; each Subsidiary that is a bank has been duly chartered and is validly existing as the a national or state chartered bank, in each case may be, in good standing under the laws of the jurisdiction of its organization, has with power and authority as a national or state chartered bank to own its properties and conduct its business as described in the Registration StatementProspectus, and has been duly qualified for the Disclosure Package and the Prospectus transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except where the failure to so qualify or be in good standing does not have, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; each Subsidiary that is a limited liability company has been duly formed and is validly existing as a limited liability company in good standing under the laws of the jurisdiction of its formation, with limited liability company power and authority to own its properties and conduct its business as described in the Prospectus, and has been duly qualified as a foreign limited liability company for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except where the failure to so qualify or be in good standing does not have, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; all of the issued shares of capital stock or limited liability company interests of each Subsidiary that is a corporation, limited or general partnership bank or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, all of the issued and outstanding stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, in the case of each subsidiary that is a corporation, issued and are fully paid and nonassessable and are owned by the Company or the Operating Partnershipowned, directly or indirectlythrough other subsidiaries of the Company, by the Company, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”)equity; and none of the outstanding shares of stock, partnership interests capital stock or limited liability company interests, membership interests or other similar interests of any such subsidiary Subsidiary that is a corporation, bank or limited liability company, as the case may be, was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any subsidiaries of Subsidiary; the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV heretodoes not own or control, and Schedule IV accurately sets forth whether each such subsidiary is a directly or indirectly, any corporation, limited association or general partnership or limited liability company and other entity other than the jurisdiction of organization of each such subsidiary and, subsidiaries listed in Exhibit 21.1 to the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.Form 10-K.
Appears in 2 contracts
Samples: Equity Distribution Agreement (Hampton Roads Bankshares Inc), Sales Agency Agreement (FNB United Corp.)
Good Standing of Subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or partnership, limited liability companycompany or statutory trust, as the case may be, in good standing under the laws of the jurisdiction of its organization, has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and or the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or partnership, limited liability companycompany or statutory trust, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership partnership, and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company or statutory trust have been duly authorized and validly issued, and, are fully paid and (except in the case of each general partnership interests) non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, are fully paid none of the issued and nonassessable and are owned by the Company or the Operating Partnership, directly or indirectly, free and clear outstanding partnership interests of any security interestsuch subsidiary that is a limited or general partnership, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company or a statutory trust was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or or, to the knowledge of the Company, any other person. Any The only subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are the subsidiaries listed on Schedule IV hereto, Exhibit B hereto and Schedule IV Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or partnership, limited liability company or statutory trust and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.
Appears in 2 contracts
Samples: Underwriting Agreement (Home Loan Servicing Solutions, Ltd.), Underwriting Agreement (Home Loan Servicing Solutions, Ltd.)
Good Standing of Subsidiaries. Each subsidiary of the Company (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, ; (ii) has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package or the Prospectus; and the Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable jurisdiction) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except in the cases of clauses (ii) and (iii), where the failure so to qualify have such power and authority or to be so qualified or in good standing would not result not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, are fully paid and (except in the case of each general partnership interests) nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, are fully paid none of the issued and nonassessable and are owned by the Company or the Operating Partnership, directly or indirectly, free and clear outstanding partnership interests of any security interestsuch subsidiary that is a limited or general partnership, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any The only subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are the subsidiaries listed on Schedule IV hereto, Exhibit B hereto and Schedule IV Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.
Appears in 2 contracts
Samples: Underwriting Agreement (KKR Real Estate Finance Trust Inc.), Underwriting Agreement (KKR Real Estate Finance Trust Inc.)
Good Standing of Subsidiaries. (A) Each subsidiary of the ----------------------------- Company set forth on Schedule 1 hereto (which lists all subsidiaries of the Company that are either operating entities or holding companies, each a "Subsidiary" and, collectively, the "Subsidiaries") has been duly organized and is validly existing as a corporation, limited corporation or general partnership or limited liability company, as the case may be, other entity in good standing under the laws of the jurisdiction of its organizationincorporation, has corporate or other power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited corporation or general partnership or limited liability company, as the case may be, other entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statementset forth on Schedule 1 hereto, the Disclosure Package and the Prospectus, (a) all of the issued and outstanding capital stock of each such subsidiary Subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have corporation has been duly authorized and validly issued, and, in the case of each subsidiary that is a corporation, are fully paid and nonassessable non-assessable and are owned is owned, by the Company or the Operating PartnershipCompany, directly or indirectlythrough subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity equity, and (eachb) all of the ownership interests of each such Subsidiary that is not a corporation have been duly authorized and are owned, a “Lien”)by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of the outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests capital stock of any such subsidiary Subsidiary was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other personSubsidiary. Any The only subsidiaries of the Company which are “(a) the subsidiaries listed on Exhibit 21 to the Registration Statement and (b) certain other subsidiaries which, considered in the aggregate as a single Subsidiary, do not constitute a "significant subsidiaries” subsidiary" as defined by in Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.X.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary “significant subsidiary” (as such term is defined on Exhibit B hereto) of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and or the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, are fully paid and (except in the case of each general partnership interests) non-assessable and (except to the extent of joint ventures to which the Company is a party or otherwise indicated on Exhibit B hereto) are owned by the Company, directly or through subsidiaries, free and clear of any Lien (other than security interests granted pursuant to the Subject Instruments and restrictions on transfer imposed by the FCC or under network affiliation agreements); and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, are fully paid none of the issued and nonassessable and are owned by the Company or the Operating Partnership, directly or indirectly, free and clear outstanding partnership interests of any security interestsuch subsidiary that is a limited or general partnership, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any The only subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are the subsidiaries listed on Schedule IV hereto, Exhibit B hereto and Schedule IV Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.. Any subsidiaries of the Company which are “significant subsidiaries” are marked with an asterisk on Exhibit B.
Appears in 1 contract
Good Standing of Subsidiaries. The only subsidiaries of the Company are Realty Income Texas Properties, L.P., a Delaware limited partnership, Realty Income Texas Properties, Inc., a Delaware corporation, and Crest Net Lease, Inc., a Delaware corporation, and the Company does not hold any equity interest in any corporation, limited liability company, partnership, joint venture or entity other than such subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability companycorporation, as the case may be, in good standing under the laws of the jurisdiction state of its organization, organization and has power and authority as a partnership or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus and Prospectus; each such subsidiary is duly qualified as a foreign corporation, limited or general partnership or limited liability companycorporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, all of the issued and outstanding stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests and shares of capital stock, as the case may be, of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company subsi- diary have been duly authorized (if applicable) and validly issued, and, in the case of each subsidiary that is a corporation, issued and are fully paid and nonassessable are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company or the Operating PartnershipCompany, directly or indirectlythrough subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”)equity; and none of the outstanding shares of stock, partnership interests or limited liability company interestsshares of capital stock, membership interests as the case may be, of such subsidiaries were issued in violation of preemptive or other similar interests rights arising by operation of law, under the partnership agreement or charter or bylaws, as the case may be, of any such subsidiary was issued in violation of or under any preemptive rights, rights of first refusal agreement or other similar rights of any securityholder of such subsidiary instrument to which the Company or any other person. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyparty.
Appears in 1 contract
Samples: Realty Income Corp
Good Standing of Subsidiaries. The only subsidiaries of the Company are Realty Income Texas Properties, L.P., a Delaware limited partnership, Realty Income Texas Properties, Inc., a Delaware corporation, and Realty Income of Maryland, Inc., a Maryland corporation, and the Company does not hold any equity interest in any corporation, limited liability company, partnership, joint venture or entity other than such subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability companycorporation, as the case may be, in good standing under the laws of the jurisdiction state of its organization, organization and has power and authority as a partnership or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus and Prospectus; each such subsidiary is duly qualified as a foreign corporation, limited or general partnership or limited liability companycorporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, all of the issued and outstanding stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests and shares of capital stock, as the case may be, of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized (if applicable) and validly issued, and, in the case of each subsidiary that is a corporation, issued and are fully paid and nonassessable are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company or the Operating PartnershipCompany, directly or indirectlythrough subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”)equity; and none of the outstanding shares of stock, partnership interests or limited liability company interestsshares of capital stock, membership interests as the case may be, of such subsidiaries were issued in violation of preemptive or other similar interests rights arising by operation of law, under the partnership agreement or charter or by-laws, as the case may be, of any such subsidiary was issued in violation of or under any preemptive rights, rights of first refusal agreement or other similar rights of any securityholder of such subsidiary instrument to which the Company or any other person. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyparty.
Appears in 1 contract
Samples: Realty Income Corp
Good Standing of Subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and or the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, are fully paid and (except in the case of each general partnership interests) non-assessable and are owned, directly or indirectly by the Company, free and clear of any Lien (as defined herein) or as a result of borrowings pursuant to any indenture or financing transaction or repurchase agreement described in the Registration Statement, the General Disclosure Package or the Prospectus; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, are fully paid none of the issues and nonassessable and are owned by the Company or the Operating Partnership, directly or indirectly, free and clear outstanding partnership interests of any security interestsuch subsidiary that is a limited or general partnership, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.
Appears in 1 contract
Samples: Management Agreement (Ares Commercial Real Estate Corp)
Good Standing of Subsidiaries. Each subsidiary Material Subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organizationorganization (in reference to any Material Subsidiary organized under the laws of Bermuda, “good standing” meaning that such Material Subsidiary has not failed to make any required filing with any Bermuda governmental authority or to pay any Bermuda governmental fee or tax that would make it liable to be struck off the register of companies and thereby cease to exist under the laws of Bermuda), has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and or the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (i) all of the issued and outstanding shares of capital stock of each such subsidiary Material Subsidiary that is a corporation, corporation and all of the issued and outstanding partnership interests of each such subsidiary Material Subsidiary that is a limited or general partnership have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) non-assessable and (ii) all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary Material Subsidiary that is a limited liability company have been duly authorized validly issued and validly issuedholders of such interests will not be obligated personally for debts, obligations or liabilities of such Material Subsidiary solely by reason of being a holder of such interests, and, in the case of (i) and (ii), except with respect to StarStone Specialty Insurance Company and StarStone Insurance SE to the extent each subsidiary that is a corporationhas minority securityholders, are fully paid and nonassessable and are owned by the Company or the Operating PartnershipCompany, directly or indirectlythrough subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of stockcapital stock of any Material Subsidiary that is a corporation, none of the issued and outstanding partnership interests of any Material Subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary Material Subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary Material Subsidiary or any other person. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary “significant subsidiary” (as such term is defined on Exhibit B hereto) of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and or the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, are fully paid and (except in the case of each general partnership interests) non-assessable and (except to the extent of joint ventures to which the Company is a party or otherwise indicated on Exhibit B hereto) are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, are fully paid none of the issued and nonassessable and are owned by the Company or the Operating Partnership, directly or indirectly, free and clear outstanding partnership interests of any security interestsuch subsidiary that is a limited or general partnership, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any The only subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are the subsidiaries listed on Schedule IV hereto, Exhibit B hereto and Schedule IV Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.. Any subsidiaries of the Company which are “significant subsidiaries” are marked with an asterisk on Exhibit B.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary The only Subsidiaries of the Company are the Subsidiaries listed on Exhibit A hereto. Each of the Subsidiaries of the Company or the Operating Partnership has been duly incorporated or organized and is validly existing as a corporation, limited or partnership, general partnership or limited liability company, as the case may beapplicable, in good standing under the laws of the jurisdiction of its organization, in which it is incorporated or organized and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration StatementProspectus, the Disclosure Package and the Prospectus and is duly qualified or registered as a foreign corporation, limited or partnership, general partnership or limited liability company, as the case may beapplicable, to transact business and is in good standing in each the jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing register would not result in a Material Adverse Effect; except as otherwise disclosed in . All the Registration Statementoutstanding shares of capital stock, the Disclosure Package and the Prospectuspartnership interests, all of the issued and outstanding stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership limited liability company interests or other equivalent equity interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company Subsidiary have been duly and validly authorized and validly issued, and, in the case of each subsidiary that is a corporation, issued and are fully paid and nonassessable nonassessable, and, except as otherwise set forth in the Prospectus and except as noted in Exhibit A hereto, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, Partnership either directly or indirectly, through wholly-owned Subsidiaries free and clear of any perfected security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary interest or any other personsecurity interests, claims, liens or encumbrances. Any subsidiaries of Neither the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV heretonor the Operating Partnership owns any direct or indirect equity interest in any entity other than the Subsidiaries, and Schedule IV accurately sets forth whether each except for such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary andinterests as, in the case aggregate, are not material to the condition, financial or otherwise, or the earnings, assets, business affairs or business prospects, of any subsidiary which is the Company, the Operating Partnership and the Subsidiaries considered as a partnership or limited liability company, its general partners and managing members, respectivelysingle enterprise.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has power and authority to conduct its business as described in the Registration Statement, the Disclosure Package Statement and the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the Disclosure Package Statement and the Prospectus, and except for pledges of equity of certain of the Company’s subsidiaries in connection with the Company’s financing agreements, all of the issued and outstanding stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, in the case of each subsidiary that is a corporation, are fully paid and nonassessable and are owned by the Company or the Operating Partnership, directly or indirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV I hereto, and Schedule IV I accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.
Appears in 1 contract
Samples: Equity Distribution Agreement (Arbor Realty Trust Inc)
Good Standing of Subsidiaries. Each subsidiary Material Subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the Disclosure Package Statement and the Prospectus, all of the issued and outstanding capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, are fully paid and (except in the case of each subsidiary that is a corporation, are fully paid and nonassessable general partnership interests) non-assessable and are owned by the Company or the Operating PartnershipCompany, directly or indirectlythrough subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the outstanding shares of capital stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any domestic subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and Exhibit C hereto under the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelycaption “Material Subsidiaries.” (h)
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, are fully paid and (except in the case of each subsidiary that is a corporation, are fully paid and nonassessable general partnership interests) non-assessable and are owned by the Company or the Operating PartnershipCompany, directly or indirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”)through subsidiaries; and none of the outstanding shares of capital stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary is subject to any Lien (other than Liens arising under the Existing Credit Agreements and the Existing Note Purchase Agreement) or was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any subsidiaries Exhibit 21 to the Company’s most recent Annual Report on Form 10-K filed with the Commission accurately sets forth the name of each subsidiary of the Company and its jurisdiction of organization, other than subsidiaries omitted from such exhibit in accordance with clause (ii) of Section 21 of Item 601 of Regulation S-K of the Commission and the Company does not have any subsidiaries which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are X. Other than the subsidiaries of the Company listed on Schedule IV heretoExhibit H hereto (the “Subject Subsidiaries”), and Schedule IV accurately sets forth whether each such subsidiary is a corporationnone of the subsidiaries of the Company has assets that exceed 10% of total shareholders equity of the Company at March 3, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively2009.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary of the Company which is a significant subsidiary (each, a “Significant Subsidiary”) as defined in Rule 405 of Regulation C of the 1933 Act Regulations has been duly organized and is validly existing as a corporation, limited liability company or general partnership or limited liability companypartnership, as the case may be, in good standing under the laws of the jurisdiction of its organization, has power and authority as a corporation, limited liability company or partnership, as the case may be, to own, lease and operate its properties and conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited liability company or general partnership or limited liability companypartnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not result in have a Material Adverse Effectmaterial adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise; except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each such corporate subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have has been duly authorized and validly issued, and, in the case of each subsidiary that is a corporation, are fully paid and nonassessable and are non-assessable and, except for directors’ qualifying shares, is owned by the Company or the Operating PartnershipCompany, directly or indirectlythrough subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”)equity; and none all of the issued and outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization interests of each such subsidiary and, in the case of any subsidiary which is a partnership or limited Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorported July 10, 2003 liability company, its general partners as applicable, have been duly authorized (if applicable) and managing membersvalidly issued and are fully paid and non-assessable and (except for other partnership or limited liability company interests described in the Prospectus) are owned by the Company, respectivelydirectly or through corporate subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity.
Appears in 1 contract
Samples: Purchase Agreement (Health Care Property Investors Inc)
Good Standing of Subsidiaries. Each subsidiary Material Subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability companycompany (or foreign equivalent of any of the foregoing), as the case may be, in good standing under the laws of the jurisdiction of its organization, has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and or the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary Material Subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, are fully paid and (except in the case of each subsidiary that is a corporation, are fully paid and nonassessable general partnership interests) non-assessable and are owned by the Company or the Operating PartnershipCompany, directly or indirectlythrough subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of stockcapital stock of any such Material Subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such Material Subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary Material Subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or Material Subsidiary or, to the knowledge of the Company, any other person. The only subsidiaries of the Company are the subsidiaries listed on Exhibit A hereto and Exhibit A accurately sets forth the type of entity and the jurisdiction of organization of each subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and Exhibit A hereto under the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelycaption “Material Subsidiaries.”
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) (A) that is a corporation has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, corporation in good standing (where such concept exists) under the laws of the jurisdiction of its organizationincorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, corporation to transact business and is in good standing (where such concept exists) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, and (B) that is a limited liability company has been duly formed and is validly existing as a limited liability company in good standing (where such concept exists) under the laws of the jurisdiction of its formation, has limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus, and is duly qualified as a foreign limited liability company to transact business and is in good standing (where such concept exists) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case under clause (A) or (B) where the failure so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and, in the case of each subsidiary except with respect to any such Subsidiary that is a corporationsecuritization trust, are fully paid and nonassessable and are is owned by the Company or the Operating PartnershipCompany, directly or indirectlythrough subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”)equity; and none of the outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests capital stock of any such subsidiary Subsidiary was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other personSubsidiary. Any subsidiaries The only Subsidiaries of the Company which are subsidiaries listed in Exhibit 21 (or omitted from such exhibit as set forth in the footnotes to such exhibit) to the Company’s Current Report on Form 8-K, filed with the Commission on June 4, 2021, and those other subsidiaries that do not, collectively, constitute a “significant subsidiariessubsidiary” as defined by in Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.X.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and or the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, are fully paid and (except in the case of each general partnership interests) non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, are fully paid none of the issued and nonassessable and are owned by the Company or the Operating Partnership, directly or indirectly, free and clear outstanding partnership interests of any security interestsuch subsidiary that is a limited or general partnership, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any subsidiaries Exhibit 21 to the Company’s most recent Annual Report on Form 10-K filed with the Commission accurately sets forth the name of each subsidiary of the Company which are “significant subsidiaries” as defined by Rule 1-02 and its jurisdiction of organization, other than subsidiaries omitted from such exhibit in accordance with the first sentence of clause (ii) of Section 21 of Item 601 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and K of the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyCommission.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and or the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, are fully paid and (except in the case of each general partnership interests) non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, are fully paid none of the issues and nonassessable and are owned by the Company or the Operating Partnership, directly or indirectly, free and clear outstanding partnership interests of any security interestsuch subsidiary that is a limited or general partnership, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any The only subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are the subsidiaries listed on Schedule IV hereto, Exhibit B hereto and Schedule IV Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.
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Good Standing of Subsidiaries. Each subsidiary of the Company listed on Exhibit B hereto has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has power and authority to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the Disclosure Package Statement and the Prospectus, all of the issued and outstanding stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, in the case of each subsidiary that is a corporation, are fully paid and nonassessable and are owned by the Company or the Operating Partnership, directly or indirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any The only subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are the subsidiaries listed on Schedule IV hereto, Exhibit B hereto and Schedule IV Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company which are "significant subsidiaries" as defined by Rule 1-02 of Regulation S-X are listed on Exhibit B hereto under the caption "Significant Subsidiaries."
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Good Standing of Subsidiaries. Each subsidiary “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, ; (ii) has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, Statement or the Disclosure Package Prospectus; and the Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable jurisdiction) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except in the cases of clauses (ii) and (iii), where the failure so to qualify have such power and authority or to be so qualified or in good standing would not result not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the Disclosure Package Statement and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, are fully paid and (except in the case of each general partnership interests) nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, are fully paid none of the issued and nonassessable and are owned by the Company or the Operating Partnership, directly or indirectly, free and clear outstanding partnership interests of any security interestsuch subsidiary that is a limited or general partnership, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any subsidiaries of the Company which are The only “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X the Company are the subsidiaries listed on Schedule IV hereto, Exhibit C hereto and Schedule IV Exhibit C accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.
Appears in 1 contract
Samples: Equity Distribution Agreement (KKR Real Estate Finance Trust Inc.)
Good Standing of Subsidiaries. The only Subsidiaries of ATA are the entities listed in Exhibit 21.1 to the Annual Report. Each subsidiary Subsidiary of the Company ATA (i) has been duly organized and is validly existing as a corporation, limited or general partnership or a limited liability company, as the case may be, company in good standing under the laws of the jurisdiction of its organization, (ii) has partnership or limited liability company power and authority authority, as applicable, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package Specified SEC Reports and the Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except in the case of this clause (iii) where the failure so to qualify or to be in good standing would not result in a an ATA Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, all of the issued and outstanding stock equity interests or capital stock, respectively, of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have Subsidiary has been duly authorized and validly issued, and, in the case of each subsidiary that is a corporation, are fully paid and nonassessable non-assessable and are is owned by the Company or the Operating PartnershipATA, directly or indirectlythrough a Subsidiary, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”)equity; and none of the outstanding equity interests or shares of capital stock, partnership interests or limited liability company interestsrespectively, membership interests or other similar interests of any such subsidiary Subsidiary was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary Subsidiary. Except for the equity interests and shares of capital stock, respectively, in its Subsidiaries, ATA does not own, directly or indirectly, any shares of stock or any other person. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited equity or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case long term debt securities of any subsidiary which is a partnership corporation or limited liability companyhave any equity interest in any firm, its general partners and managing memberspartnership, respectivelyjoint venture, association or other entity.
Appears in 1 contract
Samples: Master Contribution and Recapitalization Agreement (Landmark Apartment Trust of America, Inc.)
Good Standing of Subsidiaries. Except as otherwise set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company does not hold any equity interest in any corporation, limited or general partnership, limited liability company, business trust, joint venture or entity other than its subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a corporationpartnership, limited or general partnership or limited liability company, business trust or corporation, as the case may be, in good standing under the laws of the jurisdiction state of its organization, organization and has power and authority as a partnership, limited liability company, business trust or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and Prospectus; each such subsidiary is duly qualified as a foreign corporationpartnership, limited or general partnership or limited liability company, business trust or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding stock of each such subsidiary that is a corporationpartnership interests, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership business trust interests or other similar interests and shares of capital stock, as the case may be, of each such subsidiary that is a limited liability company have been duly authorized (if applicable) and validly issued, and, in the case of each subsidiary that is a corporation, issued and are fully paid and nonassessable are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company or the Operating PartnershipCompany, directly or indirectlythrough subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”)equity; and none of the outstanding shares of stockpartnership interests, partnership interests or limited liability company interests, membership business trust interests or shares of capital stock, as the case may be, of such subsidiaries were issued in violation of preemptive or other similar interests rights arising by operation of law, under the partnership agreement, declaration of trust or trust agreement, limited liability company agreement (or other similar agreement) or charter or bylaws, as the case may be, of any such subsidiary was issued in violation of or under any preemptive rights, rights of first refusal agreement or other similar rights of any securityholder of such subsidiary instrument to which the Company or any other person. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporationparty. Unless the Company shall have otherwise notified the Agents in writing, limited no direct or general partnership indirect subsidiary of the Company has (on an unconsolidated basis) total assets in excess of 5% of the Company’s consolidated assets or, for the fiscal quarter ended as of the date of the Company’s most recent balance sheet included or limited liability company incorporated by reference in the Registration Statement and the jurisdiction Prospectus, had (on an unconsolidated basis) rental revenue in excess of organization 5% of each the Company’s consolidated rental revenue for such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyquarter.
Appears in 1 contract
Samples: Terms Agreement (Realty Income Corp)
Good Standing of Subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package Packages and the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except (solely in the case of jurisdictions other than the State of Florida and the State of Texas) where the failure so to qualify or to be in good standing would not result in a material adverse effect on the condition, financial or otherwise, or in the earnings, results of operations or business of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”); except as otherwise disclosed in the Registration Statement, the General Disclosure Package Packages and the Prospectus, all of the issued and outstanding capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, are fully paid and (except in the case of each subsidiary that is a corporation, are fully paid and nonassessable general partnership interests) non-assessable and are owned by the Company or the Operating PartnershipCompany, directly or indirectlythrough subsidiaries, free and clear of any security interestLien or claim, mortgageexcept Liens or claims arising under the Existing Credit Agreement as disclosed in the Registration Statement, pledge, lien, encumbrance, claim or equity (each, a “Lien”)the Statutory Prospectus and the Prospectus; and none of the outstanding shares of capital stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights to purchase or otherwise acquire any such shares of any securityholder of such subsidiary or any other personCapital Stock. Any The only subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are the subsidiaries listed on Schedule IV hereto, Exhibit D hereto and Schedule IV Exhibit D accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary andsubsidiary. Any subsidiaries of the Company that are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Exhibit D hereto under the caption “Material Subsidiaries.” None of Quanta Advertising Inc., in the case of a New York corporation, Carrols Enterprises Inc., a Delaware corporation, Taco Cabana Atlanta, Inc., a Delaware corporation, or Colorado Cabana Inc., a Colorado corporation, conducts any subsidiary which is a partnership business or limited liability company, its general partners and managing members, respectivelyoperations.
Appears in 1 contract
Samples: Underwriting Agreement (Carrols Restaurant Group, Inc.)
Good Standing of Subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and or the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, are fully paid and (except in the case of each general partnership interests) non-assessable and are owned, directly or indirectly by the Company, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, are fully paid none of the issues and nonassessable and are owned by the Company or the Operating Partnership, directly or indirectly, free and clear outstanding partnership interests of any security interestsuch subsidiary that is a limited or general partnership, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.
Appears in 1 contract
Samples: Underwriting Agreement (Ares Commercial Real Estate Corp)
Good Standing of Subsidiaries. Each subsidiary Material Subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organizationorganization (in reference to any Material Subsidiary organized under the laws of Bermuda, “good standing” meaning that such Material Subsidiary has not failed to make any required filing with any Bermuda governmental authority or to pay any Bermuda governmental fee or tax that would make it liable to be struck off the register of companies and thereby cease to exist under the laws of Bermuda), has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and or the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (i) all of the issued and outstanding shares of capital stock of each such subsidiary Material Subsidiary that is a corporation, corporation and all of the issued and outstanding partnership interests of each such subsidiary Material Subsidiary that is a limited or general partnership have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) non-assessable and (ii) all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary Material Subsidiary that is a limited liability company have been duly authorized validly issued and validly issuedholders of such interests will not be obligated personally for debts, obligations or liabilities of such Material Subsidiary solely by reason of being a holder of such interests, and, in the case of each subsidiary that is a corporation(i) and (ii), are fully paid and nonassessable and are owned by the Company or the Operating PartnershipCompany, directly or indirectlythrough subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of stockcapital stock of any Material Subsidiary that is a corporation, none of the issued and outstanding partnership interests of any Material Subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary Material Subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary Material Subsidiary or any other person. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and or the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, are fully paid and (except in the case of each general partnership interests) non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, are fully paid none of the issued and nonassessable and are owned by the Company or the Operating Partnership, directly or indirectly, free and clear outstanding partnership interests of any security interestsuch subsidiary that is a limited or general partnership, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any The only subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are the subsidiaries listed on Schedule IV hereto, Exhibit B hereto and Schedule IV Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. The total assets of the subsidiaries marked with an asterisk on Exhibit B hereto (the “Subject Subsidiaries”) and the Company, in each case excluding any of their respective subsidiaries other than Subject Subsidiaries, determined on a consolidated basis, are equal to at least 94.9% of the total consolidated assets of the Company and its consolidated subsidiaries; for the nine month period ended September 30, 2013, the total revenues, operating income and net earnings of Subject Subsidiaries and the Company, in each case excluding any of their respective subsidiaries other than Subject Subsidiaries, determined on a consolidated basis, were equal to at least 93.4%, 99.7% and 99.5%, respectively of the total revenues, operating income, and net earnings, respectively, of the Company and its consolidated subsidiaries for such period.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the Disclosure Package Statement and the Prospectus, all of the issued and outstanding capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, are fully paid and (except in the case of each subsidiary that is a corporation, are fully paid and nonassessable general partnership interests) non-assessable and are owned by the Company or the Operating PartnershipCompany, directly or indirectlythrough subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the outstanding shares of capital stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any The only subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are the subsidiaries listed on Schedule IV hereto, Exhibit A hereto and Schedule IV Exhibit A accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Exhibit A hereto under the caption “Material Subsidiaries.”
Appears in 1 contract
Samples: Ladish Co Inc
Good Standing of Subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing (or is subsisting, as applicable for entities organized in the Commonwealth of Pennsylvania) under the laws of the jurisdiction of its organization, has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and or the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary Material Subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary Material Subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary Material Subsidiary that is a limited liability company have been duly authorized and validly issued, and, are fully paid and (except in the case of each subsidiary that is a corporation, are fully paid and nonassessable general partnership interests) non-assessable and are owned by the Company or the Operating PartnershipCompany, directly or indirectlythrough subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of stockcapital stock of any Material Subsidiary that is a corporation, none of the issued and outstanding partnership interests of any Material Subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary Material Subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary Material Subsidiary or any other personperson or entity. Exhibit 21 to the Company’s most recent Annual Report on Form 10-K filed with the Commission accurately sets forth the name of each Material Subsidiary. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X of the Commission are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and Exhibit B hereto under the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelycaption “Material Subsidiaries” (“Material Subsidiaries”).
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary of the Company Company’s domestic subsidiaries and, except with respect to such jurisdictions where the failure to be duly incorporated or formed, to be in good standing or to have such power and authority would not, individually or in the aggregate, result in a Material Adverse Effect, the Company’s non-domestic subsidiaries, has been duly organized incorporated or formed, as applicable, and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may beapplicable, in good standing under the laws of the jurisdiction of its organizationincorporation or formation, as applicable, and has corporate, partnership or limited liability company, as applicable, power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and Prospectus. Each of the Company’s subsidiaries is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may beapplicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so to qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, all . All of the issued and outstanding capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar equity interests of each such subsidiary that is a limited liability company have of the Company has been duly authorized and validly issued, andis fully paid and non-assessable, except as such rights may arise under mandatory provisions of applicable statutory law that may not be waived or otherwise agreed and not as a result of any rights contained in the organizational documents and is owned by the Company, directly or through subsidiaries, except in the case of each subsidiary that is a corporation, are fully paid and nonassessable and are owned by one or more foreign subsidiaries where directors of the Company or hold nominee shares as required by local law, and, except as disclosed in the Operating Partnership, directly or indirectlyGeneral Disclosure Package and the Prospectus, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (eachequity, a “Lien”); other than any permitted collateral lien or mortgage under the Company’s outstanding indebtedness as described in the Registration Statement, the General Disclosure Package and none the Prospectus. None of the outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests capital stock of any such subsidiary Subsidiary was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other personSubsidiary. Any The only subsidiaries of the Company which are (A) the subsidiaries listed on Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiariessubsidiary” as defined by in Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.X.
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Good Standing of Subsidiaries. Each subsidiary “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, ; (ii) has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, Statement or the Disclosure Package Prospectus; and the Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing (to the extent such concept exists in the applicable jurisdiction) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except in the cases of clauses (ii) and (iii), where the failure so to qualify have such power and authority or to be so qualified or in good standing would not result not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the Disclosure Package Statement and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, are fully paid and (except in the case of each general partnership interests) nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, are fully paid none of the issued and nonassessable and are owned by the Company or the Operating Partnership, directly or indirectly, free and clear outstanding partnership interests of any security interestsuch subsidiary that is a limited or general partnership, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.
Appears in 1 contract
Samples: Equity Distribution Agreement (ACRES Commercial Realty Corp.)
Good Standing of Subsidiaries. Each subsidiary of the Company listed on Exhibit A hereto has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has power and authority to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the Disclosure Package Statement and the Prospectus, all of the issued and outstanding stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, in the case of each subsidiary that is a corporation, are fully paid and nonassessable and are owned by the Company or the Operating Partnership, directly or indirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any The only subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are the subsidiaries listed on Schedule IV hereto, Exhibit A hereto and Schedule IV Exhibit A accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Exhibit A hereto under the caption “Significant Subsidiaries.”
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary Significant Subsidiary (as defined below) of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and or the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary Significant Subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary Significant Subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary Significant Subsidiary that is a limited liability company have been duly authorized and validly issued, and, are fully paid and (except in the case of each subsidiary that is a corporation, are fully paid and nonassessable general partnership interests) non-assessable and are owned by the Company or the Operating PartnershipCompany, directly or indirectlythrough subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of stockcapital stock of any such Significant Subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such Significant Subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary Significant Subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K (“Exhibit 21.1”) filed with the Commission accurately sets forth the name of each subsidiary of the Company and its jurisdiction of organization, other than subsidiaries omitted from such exhibit in accordance with clause (ii) of Section 21 of Item 601(b) of Regulation S-K of the Commission. Any subsidiaries of the Company which that are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and Exhibit 21.1 (the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively“Significant Subsidiaries”).
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the Disclosure Package Statement and the Prospectus, all of the issued and outstanding capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, are fully paid and (except in the case of each subsidiary that is a corporation, are fully paid and nonassessable general partnership interests) non-assessable and are owned by the Company or the Operating PartnershipCompany, directly or indirectlythrough subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the outstanding shares of capital stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any The only subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are the subsidiaries listed on Schedule IV hereto, Exhibit B hereto and Schedule IV Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company which are "significant subsidiaries" as defined by Rule 1-02 of Regulation S-X are listed on Exhibit B hereto.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and or the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, are fully paid and (except in the case of each general partnership interests) non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, are fully paid none of the issued and nonassessable and are owned by the Company or the Operating Partnership, directly or indirectly, free and clear outstanding partnership interests of any security interestsuch subsidiary that is a limited or general partnership, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any The only subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are the subsidiaries listed on Schedule IV hereto, Exhibit B hereto and Schedule IV Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1 02 of Regulation S-X are listed on Exhibit B hereto under the caption “Material Subsidiaries.”
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary Suncor Energy Oil Sands Limited Partnership, Canadian Oil Sands Partnership #1, Suncor Energy Products Partnership, Suncor Energy Marketing Inc., Suncor Energy Ventures Partnership, Suncor Energy (U.S.A.) Marketing Inc., Suncor Energy (U.S.A.) Inc. and Suncor Energy UK Limited are the only “significant subsidiaries” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (the “Subsidiaries”). Each of the Subsidiaries has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, subsisting and in good standing standing, if applicable, under the laws of the jurisdiction of its organization, has the necessary corporate, or in the case of partnerships, appropriate power and authority or capacity to own, directly or indirectly, lease and operate, as applicable, its properties and to conduct its business as described in the Registration StatementPricing Disclosure Package, the Disclosure Package U.S. Prospectus and the Canadian Prospectus and is duly qualified or registered as a an extra-provincial or foreign corporation, limited or general partnership corporation or limited liability companypartnership, as the case may be, to transact business and is in good standing standing, if applicable, in each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or register or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementPricing Disclosure Package, the Disclosure Package U.S. Prospectus and the Canadian Prospectus, all of the issued and outstanding stock shares or partnership interests (or other equity interests), as the case may be, of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company Subsidiaries have been duly authorized and validly issued, and, are (in the case of each subsidiary that is shares of a corporation, are ) fully paid and nonassessable non-assessable and are owned by the Company or the Operating PartnershipCompany, directly or indirectlythrough subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”)equity; and none of the outstanding shares of stock, or partnership interests or limited liability company interests, membership interests (or other similar interests equity interests), as the case may be, of any such subsidiary each of the Subsidiaries was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyapplicable Subsidiary.
Appears in 1 contract
Samples: Terms Agreement (Suncor Energy Inc)
Good Standing of Subsidiaries. Each subsidiary “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) (A) that is a corporation has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, corporation in good standing (where such concept exists) under the laws of the jurisdiction of its organizationincorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, corporation to transact business and is in good standing (where such concept exists) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, and (B) that is a limited liability company has been duly formed and is validly existing as a limited liability company in good standing (where such concept exists) under the laws of the jurisdiction of its formation, has limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus, and is duly qualified as a foreign limited liability company to transact business and is in good standing (where such concept exists) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case under clause (A) or (B) where the failure so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have Subsidiary has been duly authorized and validly issued, and, in the case of each subsidiary that is a corporation, are fully paid and nonassessable non-assessable and are is owned by the Company or the Operating PartnershipCompany, directly or indirectlythrough subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”)equity; and none of the outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests capital stock of any such subsidiary Subsidiary was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other personSubsidiary. Any The only subsidiaries of the Company which are subsidiaries listed in Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended January 30, 2021 and those other subsidiaries that do not, collectively, constitute a “significant subsidiariessubsidiary” as defined by in Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.X.
Appears in 1 contract
Samples: Underwriting Agreement (Dick's Sporting Goods, Inc.)
Good Standing of Subsidiaries. Each subsidiary of the Company subsidiaries listed on Exhibit C hereto has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package Statement and the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the Disclosure Package Prospectus and the any Permitted Free Writing Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, are fully paid and (except in the case of each subsidiary that is a corporation, are fully paid and nonassessable general partnership interests) non-assessable and are owned by the Company or the Operating PartnershipCarvana Group, as applicable, directly or indirectlythrough subsidiaries, free and clear of any security interestall Liens, mortgageexcept for such Liens as would not, pledgeindividually or in the aggregate, lien, encumbrance, claim or equity (each, reasonably be expected to have a “Lien”)Material Adverse Effect; and none of the issued and outstanding shares of stockcapital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary was that is a limited liability company were issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other personperson that have not been waived in writing. Any subsidiaries of the Company and Carvana Group which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and Exhibit C hereto under the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelycaption “Material Subsidiaries.”
Appears in 1 contract
Samples: Distribution Agreement (Carvana Co.)
Good Standing of Subsidiaries. Each direct or indirect subsidiary of the Company Company, including those on Exhibit 21.1 to the Company’s most recent annual report on Form 10-K as of its date, other than the Operating Partnership, has been duly organized formed and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may bebe (or the foreign equivalent thereof), in good standing under the laws of the jurisdiction of its organization, has with full power and authority (corporate and other) to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package Statement and the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementStatement and the Prospectus and, in relation to joint ventures, the Disclosure Package and interest in each such joint venture not held by the ProspectusCompany, all of the issued and outstanding capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, are fully paid and (except in the case of each subsidiary that is a corporation, are fully paid and nonassessable general partnership interests) non-assessable and are owned by the Company or the Operating PartnershipCompany, directly or indirectlythrough subsidiaries, free and clear of any security interestLien, mortgageexcept where such Liens would not have, pledge, lien, encumbrance, claim or equity (eachreasonably be expected to have, a “Lien”)Material Adverse Effect; and none of the outstanding shares of capital stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any subsidiaries As of the Company which date hereof, none of the Subsidiaries are “significant subsidiaries” of the Company (as such term is defined by in Rule 1-02 of Regulation SS X under the Securities Act). After the date hereof, except as disclosed to RBC in writing, none of the Company’s subsidiaries will be “significant subsidiaries” of the Company (as such term is defined in Rule 1-02 of Regulation S X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and under the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelySecurities Act).
Appears in 1 contract
Samples: Equity Distribution Agreement (Chambers Street Properties)
Good Standing of Subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the Disclosure Package Statements and the Prospectus, all of the issued and outstanding capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, are fully paid and (except in the case of each subsidiary that is a corporation, are fully paid and nonassessable general partnership interests) non-assessable and are owned by the Company or the Operating PartnershipCompany, directly or indirectlythrough subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the outstanding shares of capital stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any The only subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are the subsidiaries listed on Schedule IV hereto, Exhibit B hereto and Schedule IV Exhibit B accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary Material Subsidiary of the Company has been duly organized and is validly existing as a corporation, Bermuda-exempted company, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organizationorganization (in reference to any Material Subsidiary organized under the laws of Bermuda, “good standing” means that such Material Subsidiary has not failed to make any required filing with any Bermuda governmental authority under the Companies Act 1981 of Bermuda, or to pay any Bermuda governmental fee or tax that would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda), has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and or the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (i) all of the issued and outstanding shares of capital stock of each such subsidiary Material Subsidiary that is a corporation, corporation or a Bermuda-exempted company and all of the issued and outstanding partnership interests of each such subsidiary Material Subsidiary that is a limited or general partnership have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) non-assessable and (ii) all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary Material Subsidiary that is a limited liability company have been duly authorized validly issued and validly issuedholders of such interests will not be obligated personally for debts, obligations or liabilities of such Material Subsidiary solely by reason of being a holder of such interests, and, in the case of each subsidiary that is a corporation(i) and (ii), are fully paid and nonassessable and are owned by the Company or the Operating PartnershipCompany, directly or indirectlythrough subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of stockcapital stock of any Material Subsidiary that is a corporation or a Bermuda-exempted company, none of the issued and outstanding partnership interests of any Material Subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary Material Subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary Material Subsidiary or any other person. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary of the Company listed on Schedule IV hereto has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has power and authority to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, all of the issued and outstanding stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, in the case of each subsidiary that is a corporation, are fully paid and nonassessable and are owned by the Company or the Operating Partnership, directly or indirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any The only subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are the subsidiaries listed on Schedule IV hereto, hereto and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Joint Ventures (as defined herein) are not subsidiaries of the Company. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto under the caption “Significant Subsidiaries.”
Appears in 1 contract
Good Standing of Subsidiaries. Each subsidiary Suncor Energy Oil Sands Limited Partnership, Suncor Energy Products Partnership, Suncor Energy Marketing Inc., Suncor Energy Ventures Corporation, Suncor Energy Ventures Partnership, Suncor Energy (U.S.A.) Marketing Inc., Suncor Energy (U.S.A.) Inc. and Suncor Energy UK Limited are the only “significant subsidiaries” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (the “Subsidiaries”). Each of the Subsidiaries has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, subsisting and in good standing standing, if applicable, under the laws of the jurisdiction of its organization, has the necessary corporate, or in the case of partnerships, appropriate power and authority or capacity to own, directly or indirectly, lease and operate, as applicable, its properties and to conduct its business as described in the Registration StatementPricing Disclosure Package, the Disclosure Package U.S. Prospectus and the Canadian Prospectus and is duly qualified or registered as a an extra-provincial or foreign corporation, limited or general partnership corporation or limited liability companypartnership, as the case may be, to transact business and is in good standing standing, if applicable, in each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or register or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementPricing Disclosure Package, the Disclosure Package U.S. Prospectus and the Canadian Prospectus, all of the issued and outstanding stock shares or partnership interests (or other equity interests), as the case may be, of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company Subsidiaries have been duly authorized and validly issued, and, are (in the case of each subsidiary that is shares of a corporation, are ) fully paid and nonassessable non-assessable and are owned by the Company or the Operating PartnershipCompany, directly or indirectlythrough subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”)equity; and none of the outstanding shares of stock, or partnership interests or limited liability company interests, membership interests (or other similar interests equity interests), as the case may be, of any such subsidiary each of the Subsidiaries was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyapplicable Subsidiary.
Appears in 1 contract
Samples: Terms Agreement (Suncor Energy Inc)
Good Standing of Subsidiaries. Each subsidiary of the ----------------------------- Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, and in good standing under the laws of the jurisdiction of its organization, has the corporate power and authority or the power and authority as a limited liability company, limited partnership or general partnership, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus Prospectuses and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; and, except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, (A) all of the issued and outstanding capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have corporation has been duly authorized and validly issued, and, in the case of each subsidiary that is a corporation, are fully paid and nonassessable non-assessable and are is owned by the Company or the Operating PartnershipCompany, directly or indirectlythrough wholly-owned subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (eachequity, a “Lien”); and none of the outstanding shares of stockcapital stock of any such subsidiary were issued in violation of the preemptive or similar rights of any security holder of such subsidiary, partnership interests or (B) all of the issued and outstanding limited liability company interestsinterests of each such subsidiary that is a limited liability company, membership interests if any, have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or other similar through wholly-owned subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, and none of the outstanding limited liability company interests of any such subsidiary was were issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder security holder of such subsidiary or any other person. Any subsidiaries subsidiary, and (C) all of the Company which are “significant subsidiaries” as defined by Rule 1-02 issued and outstanding limited and general partnership interests of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary that is a corporationpartnership have been duly authorized and validly issued and are owned by the Company, directly or through wholly-owned subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, and none of the outstanding limited or general partnership or limited liability company and the jurisdiction interests of organization of each any such subsidiary and, were issued in violation of the case preemptive or similar rights of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelysecurity holder of such subsidiary.
Appears in 1 contract
Samples: International Purchase Agreement (Us Foodservice/Md/)
Good Standing of Subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and or the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, are fully paid and (except in the case of each general partnership interests) non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, are fully paid none of the issued and nonassessable and are owned by the Company or the Operating Partnership, directly or indirectly, free and clear outstanding partnership interests of any security interestsuch subsidiary that is a limited or general partnership, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other personperson or entity. Any The only subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are the subsidiaries listed on Schedule IV Exhibit B hereto, and Schedule IV Exhibit B hereto accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which that is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1‑02 of Regulation S‑X of the Commission are listed on Exhibit B hereto under the caption “Material Subsidiaries.”
Appears in 1 contract
Good Standing of Subsidiaries. The only subsidiaries of the Company are Realty Income Texas Properties, L.P., a Delaware limited partnership, Realty Income Texas Properties, Inc., a Delaware corporation, and Crest Net Lease, Inc., a Delaware corporation, and the Company does not hold any equity interest in any corporation, limited liability company, partnership, joint venture or entity other than such subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability companycorporation, as the case may be, in good standing under the laws of the jurisdiction state of its organization, organization and has power and authority as a partnership or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus and Prospectus; each such subsidiary is duly qualified as a foreign corporation, limited or general partnership or limited liability companycorporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, all of the issued and outstanding stock of each such subsidiary that is a corporationStatements, all of the issued and outstanding partnership interests and shares of capital stock, as the case may be, of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized (if applicable) and validly issued, and, in the case of each subsidiary that is a corporation, issued and are fully paid and nonassessable are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company or the Operating PartnershipCompany, directly or indirectlythrough subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”)equity; and none of the outstanding shares of stock, partnership interests or limited liability company interestsshares of capital stock, membership interests as the case may be, of such subsidiaries were issued in violation of preemptive or other similar interests rights arising by operation of law, under the partnership agreement or charter or bylaws, as the case may be, of any such subsidiary was issued in violation of or under any preemptive rights, rights of first refusal agreement or other similar rights of any securityholder of such subsidiary instrument to which the Company or any other person. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyparty.
Appears in 1 contract
Samples: Realty Income Corp
Good Standing of Subsidiaries. Each subsidiary of the Company Carvana Parties has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and or the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, are fully paid and (except in the case of each subsidiary that is a corporation, are fully paid and nonassessable general partnership interests) non-assessable and are owned by the Company or the Operating PartnershipCarvana Group, LLC, as applicable, directly or indirectlythrough subsidiaries, free and clear of any security interestall Liens, mortgageexcept for such Liens as would not, pledgeindividually or in the aggregate, lien, encumbrance, claim or equity (each, reasonably be expected to have a “Lien”)Material Adverse Effect; and none of the issued and outstanding shares of stockcapital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary was that is a limited liability company were issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other personperson that have not been waived in writing. Any subsidiaries of the Company and Carvana Group, LLC which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and Exhibit B hereto under the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelycaption “Material Subsidiaries.”
Appears in 1 contract
Samples: Underwriting Agreement (Carvana Co.)
Good Standing of Subsidiaries. Each direct or indirect subsidiary of the Company Company, including those on Exhibit 21.1 to the Company’s most recent annual report on Form 10–K as of its date, other than the Operating Partnership, has been duly organized formed and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may bebe (or the foreign equivalent thereof), in good standing under the laws of the jurisdiction of its organization, has with full power and authority (corporate and other) to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package Statement and the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementStatement and the Prospectus and, in relation to joint ventures, the Disclosure Package and interest in each such joint venture not held by the ProspectusCompany, all of the issued and outstanding capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, are fully paid and (except in the case of each subsidiary that is a corporation, are fully paid and nonassessable general partnership interests) non-assessable and are owned by the Company or the Operating PartnershipCompany, directly or indirectlythrough subsidiaries, free and clear of any security interestLien, mortgageexcept where such Liens would not have, pledge, lien, encumbrance, claim or equity (eachreasonably be expected to have, a “Lien”)Material Adverse Effect; and none of the outstanding shares of capital stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any subsidiaries As of the Company which date hereof, none of the Subsidiaries are “significant subsidiaries” of the Company (as such term is defined by in Rule 1-02 1–02 of Regulation S-S X are listed on Schedule IV heretounder the Securities Act). After the date hereof, and Schedule IV accurately sets forth whether each except as disclosed to Citi in writing, none of the Company’s subsidiaries will be “significant subsidiaries” of the Company (as such subsidiary term is a corporation, limited or general partnership or limited liability company and defined in Rule 1–02 of Regulation S X under the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelySecurities Act).
Appears in 1 contract
Samples: Equity Distribution Agreement (Chambers Street Properties)
Good Standing of Subsidiaries. Each domestic subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and or the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so to qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, are fully paid and (except in the case of each general partnership interests) non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, are fully paid none of the issued and nonassessable and are owned by the Company or the Operating Partnership, directly or indirectly, free and clear outstanding partnership interests of any security interestsuch subsidiary that is a limited or general partnership, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any The only subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are the subsidiaries listed on Schedule IV hereto, Exhibit B hereto and Schedule IV Exhibit B accurately sets forth whether each such domestic subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Any subsidiaries of the Company that are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Exhibit B hereto under the caption “Material Subsidiaries.”
Appears in 1 contract
Good Standing of Subsidiaries. Each direct or indirect subsidiary of the Company Company, including those on Exhibit 21.1 to the Company’s most recent annual report on Form 10-K as of its date, other than the Operating Partnership, has been duly organized formed and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may bebe (or the foreign equivalent thereof), in good standing under the laws of the jurisdiction of its organization, has with full power and authority (corporate and other) to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package Statement and the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementStatement and the Prospectus and, in relation to joint ventures, the Disclosure Package and interest in each such joint venture not held by the ProspectusCompany, all of the issued and outstanding capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, are fully paid and (except in the case of each subsidiary that is a corporation, are fully paid and nonassessable general partnership interests) non-assessable and are owned by the Company or the Operating PartnershipCompany, directly or indirectlythrough subsidiaries, free and clear of any security interestLien, mortgageexcept where such Liens would not have, pledge, lien, encumbrance, claim or equity (eachreasonably be expected to have, a “Lien”)Material Adverse Effect; and none of the outstanding shares of capital stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any subsidiaries As of the Company which date hereof, none of the Subsidiaries are “significant subsidiaries” of the Company (as such term is defined by in Rule 1-02 of Regulation SS X under the Securities Act). After the date hereof, except as disclosed to Xxxxx Fargo Securities in writing, none of the Company’s subsidiaries will be “significant subsidiaries” of the Company (as such term is defined in Rule 1-02 of Regulation S X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and under the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelySecurities Act).
Appears in 1 contract
Samples: Equity Distribution Agreement (Chambers Street Properties)
Good Standing of Subsidiaries. The only subsidiaries of the Company are Realty Income Texas Properties, L.P., a Delaware limited partnership, and Realty Income Texas Properties, Inc., a Delaware corporation, and the Company does not hold any equity interest in any corporation, limited liability company, partnership, joint venture or entity other than such subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability companycorporation, as the case may be, in good standing under the laws of the jurisdiction state of its organization, organization and has power and authority as a partnership or corporation, as the case may be, to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus and Prospectus; each such subsidiary is duly qualified as a foreign corporation, limited or general partnership or limited liability companycorporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, all of the issued and outstanding stock of each such subsidiary that is a corporationStatements, all of the issued and outstanding partnership interests and shares of capital stock, as the case may be, of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized (if applicable) and validly issued, and, in the case of each subsidiary that is a corporation, issued and are fully paid and nonassessable are non-assessable (except to the extent that the general partners of subsidiaries which are partnerships may be liable for the obligations of such partnerships) and are owned by the Company or the Operating PartnershipCompany, directly or indirectlythrough subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”)equity; and none of the outstanding shares of stock, partnership interests or limited liability company interestsshares of capital stock, membership interests as the case may be, of such subsidiaries were issued in violation of preemptive or other similar interests rights arising by operation of law, under the partnership agreement or charter or bylaws, as the case may be, of any such subsidiary was issued in violation of or under any preemptive rights, rights of first refusal agreement or other similar rights of any securityholder of such subsidiary instrument to which the Company or any other person. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyparty.
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Good Standing of Subsidiaries. Each direct or indirect subsidiary of the Company Company, including those on Exhibit 21.1 to the Company’s most recent annual report on Form 10-K as of its date, other than the Operating Partnership, has been duly organized formed and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may bebe (or the foreign equivalent thereof), in good standing under the laws of the jurisdiction of its organization, has with full power and authority (corporate and other) to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package Statement and the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration StatementStatement and the Prospectus and, in relation to joint ventures, the Disclosure Package and interest in each such joint venture not held by the ProspectusCompany, all of the issued and outstanding capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, are fully paid and (except in the case of each subsidiary that is a corporation, are fully paid and nonassessable general partnership interests) non-assessable and are owned by the Company or the Operating PartnershipCompany, directly or indirectlythrough subsidiaries, free and clear of any security interestLien, mortgageexcept where such Liens would not have, pledge, lien, encumbrance, claim or equity (eachreasonably be expected to have, a “Lien”)Material Adverse Effect; and none of the outstanding shares of capital stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any subsidiaries As of the Company which date hereof, none of the Subsidiaries are “significant subsidiaries” of the Company (as such term is defined by in Rule 1-02 of Regulation SS X under the Securities Act). After the date hereof, except as disclosed to BAML in writing, none of the Company’s subsidiaries will be “significant subsidiaries” of the Company (as such term is defined in Rule 1-02 of Regulation S X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and under the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelySecurities Act).
Appears in 1 contract
Samples: Equity Distribution Agreement (Chambers Street Properties)
Good Standing of Subsidiaries. Each subsidiary of the Company listed on Schedule III hereto has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has power and authority to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, all of the issued and outstanding stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, in the case of each subsidiary that is a corporation, are fully paid and nonassessable and are owned by the Company or the Operating Partnership, directly or indirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any The only subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are the subsidiaries listed on Schedule IV hereto, III hereto and Schedule IV III accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. Joint Ventures (as defined herein) are not subsidiaries of the Company. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule III hereto under the caption “Significant Subsidiaries.”
Appears in 1 contract
Good Standing of Subsidiaries. Each of the Company’s “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X that is organized as a corporation, limited or general partnership or limited liability company is listed on Exhibit D hereto. Each such significant subsidiary of the Company (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, (ii) has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package Statement and the Prospectus and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, individually or in the aggregate, result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the Disclosure Package Statement and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, are fully paid and (except in the case of each general partnership interests) non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, are fully paid none of the issued and nonassessable and are owned by the Company or the Operating Partnership, directly or indirectly, free and clear outstanding partnership interests of any security interestsuch subsidiary that is a limited or general partnership, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”); and none of the issued and outstanding shares of stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV Exhibit D accurately sets forth whether each such significant subsidiary of the Company is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any significant subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.. The only subsidiaries of the Company are (A) the subsidiaries of the Company listed on Exhibit 21 to the Company’s most recent Annual Report on Form 10-K and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a significant subsidiary, as defined in Rule 1-02 of Regulation S-X.
Appears in 1 contract
Samples: Equity Distribution Agreement (Velocity Financial, Inc.)
Good Standing of Subsidiaries. Each subsidiary Subsidiary of the Company Partnership has been duly organized or formed and is validly existing as a corporation, limited or general partnership corporation or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organizationorganization or formation, has power and authority to own, lease and operate its properties and to conduct its business in each case in all material respects as described in the Registration Statement, the General Disclosure Package and or the Prospectus and Prospectus. Each Subsidiary is duly qualified as a foreign corporation, limited or general partnership corporation or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of each such subsidiary Subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership corporation and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary Subsidiary that is a limited liability company have been duly authorized and validly issued, and, issued in the case of each subsidiary that is a corporationaccordance with its Organizational Documents, are fully paid and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”) and the laws of the State of Texas, as applicable) and are owned by the Company or the Operating Partnership, directly or indirectlythrough subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity Lien (each, a “Lien”other than those arising under the Credit Agreement); and none of the issued and outstanding shares of stock, partnership interests or capital stock of any such subsidiary that is a corporation and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any The only subsidiaries of the Company which Partnership Parties are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are the subsidiaries listed on Schedule IV Exhibit A hereto, and Schedule IV which exhibit accurately sets forth whether each such subsidiary is a corporation, limited or general partnership corporation or limited liability company and the jurisdiction of organization of each such subsidiary and, in and the case ownership of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyeach such subsidiary.
Appears in 1 contract
Samples: Underwriting Agreement (Blueknight Energy Partners, L.P.)
Good Standing of Subsidiaries. Each subsidiary of the Company Company’s “subsidiaries” (as such term is defined in Rule 1-02 of Regulation S-X under the 1000 Xxx) is set forth on Schedule II hereto (each, a “Subsidiary” and, collectively, the “Subsidiaries”) and has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, an entity in good standing under the laws of the jurisdiction of its organizationformation, has such entity power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and or the Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; the Operating Partnership has limited partnership power and authority to enter into and perform its obligations under this Agreement; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership or other equity interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have Subsidiary has been duly authorized and validly issued, and, in the case of each subsidiary that is a corporation, are fully paid and nonassessable non-assessable and are is owned by the Company or the Operating PartnershipCompany, directly or indirectlythrough Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”)equity; and none of the outstanding shares of stock, partnership interests or limited liability company interests, membership interests capital stock or other similar interests equity interest of any such subsidiary Subsidiary was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary Subsidiary or any other personperson or entity. Any subsidiaries of Except for the equity interests in the Subsidiaries and except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company which are “significant subsidiaries” as defined by Rule 1does not own, directly or indirectly, any shares of stock or any other equity or long-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case term debt securities of any subsidiary which is a partnership corporation or limited liability companyhave any equity interest in any firm, its general partners and managing memberspartnership, respectivelyjoint venture, association or other entity.
Appears in 1 contract
Samples: Equity Offeringsm Sales Agreement (Colony Starwood Homes)
Good Standing of Subsidiaries. Each subsidiary of the Company Subsidiary that is a corporation has been duly organized incorporated and is validly existing as a corporation, limited in good standing under the laws of the state of its incorporation, with corporate power and authority to own its properties and conduct its business as described in the Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or general partnership leases properties or limited liability companyconducts any business so as to require such qualification, except where the failure to so qualify or be in good standing does not have, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; each Subsidiary that is a bank has been duly chartered and is validly existing as the a national or state chartered bank, in each case may be, in good standing under the laws of the jurisdiction of its organization, has with power and authority as a national or state chartered bank to own its properties and conduct its business as described in the Registration StatementProspectus, and has been duly qualified for the Disclosure Package and the Prospectus transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except where the failure to so qualify or be in good standing does not have, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; each Subsidiary that is a limited liability company has been duly formed and is validly existing as a limited liability company in good standing under the laws of the jurisdiction of its formation, with limited liability company power and authority to own its properties and conduct its business as described in the Prospectus, and has been duly qualified as a foreign limited liability company for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except where the failure to so qualify or be in good standing does not have, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; all of the issued shares of capital stock or limited liability company interests of each Subsidiary that is a corporation, limited or general partnership bank or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, all of the issued and outstanding stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, and, in the case of each subsidiary that is a corporation, issued and are fully paid and nonassessable and are owned by the Company or the Operating Partnershipowned, directly or indirectlythrough other subsidiaries of the Company, by the Company, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”)equity; and none of the outstanding shares of stock, partnership interests capital stock or limited liability company interests, membership interests or other similar interests of any such subsidiary Subsidiary that is a corporation, bank or limited liability company, as the case may be, was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Any subsidiaries of Subsidiary; the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV heretodoes not own or control, and Schedule IV accurately sets forth whether each such subsidiary is a directly or indirectly, any corporation, limited association or general partnership or limited liability company and other entity other than the jurisdiction of organization of each such subsidiary and, subsidiaries listed in Exhibit 21 to the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively.Form 10-K.
Appears in 1 contract
Samples: Park National Corp /Oh/
Good Standing of Subsidiaries. Each subsidiary "significant subsidiary" ----------------------------- of the Company (as such term is defined in Rule 1-02 of Regulation S-X), each Signatory Subsidiary (each a "Subsidiary" and, collectively, the "Subsidiaries"), and, to the Company's knowledge (without any obligation to make any inquiries or any independent investigation), United International Pictures B.V. ("UIP"), has been duly organized and is validly existing as a corporation, limited corporation or general partnership or limited liability companypartnership, as the case may be, in good standing under the laws of the jurisdiction of its organizationformation, has the power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package and the Rights Offering Prospectus and is duly qualified as a foreign corporation, limited corporation or general partnership or limited liability companypartnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each such corporate subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have has been duly authorized and validly issued, and, in the case of each subsidiary that is a corporation, are fully paid and nonassessable non-assessable; all of the outstanding partnership interests in each partnership subsidiary and, to the Company's knowledge (without any obligation to make any inquiries or any independent investigation) UIP, have been duly authorized by such partnership; and, except as discussed in the Prospectus, all of such capital stock and partnership interests are owned by the Company or the Operating PartnershipCompany, directly or indirectlythrough subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (each, a “Lien”)equity; and none of the outstanding shares of stock, capital stock or partnership interests or limited liability company interests, membership interests or other similar interests as the case may be, of any such subsidiary Subsidiary was issued in violation of any the preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other personSubsidiary. Any subsidiaries All of the Subsidiaries of the Company which are “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X are listed on Schedule IV hereto, and Schedule IV accurately sets forth whether each such subsidiary is a corporation, limited or general partnership or limited liability company and Exhibit 21 to the jurisdiction of organization of each such subsidiary and, in the case of any subsidiary which is a partnership or limited liability company, its general partners and managing members, respectivelyRegistration Statement.
Appears in 1 contract
