Jurisdiction and Ownership of Borrower and Subsidiaries Sample Clauses

Jurisdiction and Ownership of Borrower and Subsidiaries. Loan Party Jurisdiction Type of Interest Ownership Options, etc. Armstrong Air, LLC Delaware M Armstrong Energy Holdings, Inc. – 100% None Armstrong Coal Company, Inc. Delaware CS Armstrong Energy Holdings, Inc. – 25,000 Armstrong Energy, Inc. Delaware CS Yorktown Energy Partners VI, L.P. – 832,500 Yorktown Energy Partners VII, L.P. – 11,562,500 Yorktown Energy Partners VIII, L.P. – 6,012,500 Yorktown Energy Partners IX, L.P. – 2,775,000 J. Hord Armstrong, III – 129,701 Martin D. Wilson – 114,772 James H. Brandi – 161,875 Lucy B Trust – 39,313 Lorenzo and Danielle Wiseman – 37,000 Brim Family 2004 Trust – 37,000 Franklin W. Hobbs, IV – 34,688 John H. Stites, III – 37,023 Hutchinson Brothers, LLC – 78,394 J. Richard Gist – 18,500 None Armstrong Energy Holdings, Inc. Delaware CS Armstrong Energy, Inc. – 1,397,480 None Western Diamond LLC Nevada M Armstrong Energy Holdings, Inc. – 100% None Western Land Company, LLC Kentucky M Armstrong Energy Holdings, Inc. – 100% None Key M = Membership Interests CS = Common Stock SCHEDULE 6.1.2 - 2 Schedule 6.1.5 MAC Litigation None SCHEDULE 6.1.5 - 1 Schedule 6.1.14
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Jurisdiction and Ownership of Borrower and Subsidiaries. Loan Party Jurisdiction Type of Interest Ownership Options, etc. Xxxxxxxxx Air, LLC Delaware M Xxxxxxxxx Energy Holdings, Inc. – 100% None Xxxxxxxxx Coal Company, Inc. Delaware XX Xxxxxxxxx Energy Holdings, Inc. – 25,000 Xxxxxxxxx Energy, Inc. Delaware CS Yorktown Energy Partners VI, L.P. – 832,500 Yorktown Energy Partners VII, L.P. – 11,562,500 Yorktown Energy Partners VIII, L.P. – 6,012,500 Yorktown Energy Partners IX, L.P. – 2,775,000 X. Xxxx Xxxxxxxxx, III – 129,701 Xxxxxx X. Xxxxxx – 114,772 Xxxxx X. Xxxxxx – 161,875 Lucy B Trust – 39,313 Xxxxxxx and Xxxxxxxx Xxxxxxx – 37,000 Brim Family 2004 Trust – 37,000 Xxxxxxxx X. Xxxxx, XX – 34,688 Xxxx X. Xxxxxx, III – 37,023 Xxxxxxxxxx Brothers, LLC – 78,394 J. Xxxxxxx Xxxx – 18,500 None Xxxxxxxxx Energy Holdings, Inc. Delaware XX Xxxxxxxxx Energy, Inc. – 1,397,480 None Xxxxxxxxx Logistics Services, LLC Kentucky M Xxxxxxxxx Energy Holdings, Inc. – 100% None Western Diamond LLC Nevada M Xxxxxxxxx Energy Holdings, Inc. – 100% None Western Land Company, LLC Kentucky M Xxxxxxxxx Energy Holdings, Inc. – 100% None Key M = Membership Interests CS = Common Stock September 19, 2013 To the Lenders and the Administrative Agent referred to below c/o PNC Bank, National Association, as Administrative Agent One PNC Plaza 000 Xxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Re: $50,000,000 Revolving Credit Facility (“Loan”) pursuant to that certain Credit Agreement dated December 21, 2012 (the “Credit Agreement”) among the Lenders party thereto (the “Lenders”), PNC Bank, National Association, as Administrative Agent (the “Administrative Agent”), Stifel Xxxxxxxx Xxxxxx, as Joint Lead Arranger and Joint Bookrunner, Stifel Bank & Trust, as Syndication Agent, and Xxxxxxxxx Energy, Inc., a Delaware corporation, as Borrower (the “Borrower”), as supplemented by Guarantor Joinder and Assumption Agreement dated as of even date herewith (the “Joinder Agreement”) by Xxxxxxxxx Logistics Services, LLC, a Kentucky limited liability company (the “New Guarantor”) Ladies & Gentlemen: We have acted as counsel for the Loan Parties and the New Guarantor (collectively, the “Companies”) in connection with the preparation and execution of the Joinder Agreement and the transactions contemplated thereby and by the Credit Agreement. This opinion is being furnished to you at the request of the Loan Parties pursuant to Sections 6.1.22 and 8.2.9(iv) of the Credit Agreement. Capitalized terms not otherwise defined herein shall have the meanings given to such terms ...
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Related to Jurisdiction and Ownership of Borrower and Subsidiaries

  • Ownership of Borrower Schedule 5.3 sets forth the direct and indirect owners of Borrower (but not any owners, direct or indirect, of KBS REIT) and the owners’ respective ownership percentages therein, and there are no other ownership interests outstanding. Except as set forth or referred to in the organizational documents of Borrower, no ownership interest (or any securities, instruments, warrants, option or purchase rights, conversion or exchange rights, calls, commitments or claims of any character convertible into or exercisable for any ownership interest) of any such Person is subject to issuance under any security, instrument, warrant, option or purchase rights, conversion or exchange rights, call, commitment or claim of any right, title or interest therein or thereto. All of the ownership interests in Borrower have been issued in compliance with all applicable Requirements of Law.

  • Organization and Ownership of Shares of Subsidiaries (a) Schedule 5.4 is (except as noted therein) a complete and correct list of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary.

  • Organization and Ownership of Shares of Subsidiaries; Affiliates (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) of the Company’s Affiliates, other than Subsidiaries, and (iii) of the Company’s directors and senior officers.

  • Ownership of the Borrower One hundred percent (100%) of the outstanding equity interests of the Borrower is and will be directly owned (both beneficially and of record) by the Equityholder. All such equity interests are and will be validly issued, and there are no options, warrants or other rights to acquire shares or other equity rights in the Borrower.

  • Ownership of Subsidiaries The Borrower will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that each of its Subsidiaries is a wholly owned Subsidiary.

  • Business of the Borrower and the Subsidiaries Notwithstanding any other provisions hereof, engage at any time in any business or business activity other than any business or business activity conducted by any of them on the Closing Date and any business or business activities incidental or related thereto, or any business or activity that is reasonably similar thereto or a reasonable extension, development or expansion thereof or ancillary thereto.

  • Investments and Subsidiaries The Borrower will not make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person or Affiliate, including any partnership or joint venture, nor purchase or hold beneficially any stock or other securities or evidence of indebtedness of any other Person or Affiliate, except:

  • Good Standing of Subsidiaries Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (including the Bank) (each, a “Significant Subsidiary” and, collectively, the “Significant Subsidiaries”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or other organization, has all requisite power and authority to own, lease and operate its properties, to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified 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 qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company 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 subsidiary” within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each of the Company’s banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the “FDIC”) to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.

  • Borrower’s Subsidiaries Borrower does not presently have any Subsidiary or own any stock in any other corporation or association except those listed in the Disclosure Schedule. Neither Borrower nor any Restricted Person is a member of any general or limited partnership, joint venture or association of any type whatsoever except those listed in the Disclosure Schedule. Borrower owns, directly or indirectly, the equity interest in each of its Subsidiaries which is indicated in the Disclosure Schedule.

  • Ownership of the Subsidiaries The Partnership directly or indirectly owns the partnership interests, membership interests and capital stock, as applicable, in the Subsidiaries as described in the Pricing Disclosure Package and in the Prospectus, in each case free and clear of all Liens, except as may arise under the Credit Agreement or as described in the Pricing Disclosure Package and the Prospectus.

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