Purchased Subsidiaries. (a) Each Purchased Subsidiary is duly organized and validly existing under the laws of its jurisdiction of organization and has all organizational powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted.
Purchased Subsidiaries. Except for the corporations listed on Schedule 1.1 (the "Purchased Subsidiaries"), the Business does not currently own any capital stock or other proprietary interest, directly or indirectly, in any corporation or other entity or interest in any joint venture, whether or not a separate legal entity is formed thereby. Schedule 1.1 correctly sets forth the corporate name and the jurisdiction of incorporation with respect to each Purchased Subsidiary. Each Purchased Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted and is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary except for any non-qualification which does not have a material adverse effect on the business, operations, properties, prospects or condition (financial or other) (a "Material Adverse Effect") of the Business. The complete articles or certificate of incorporation and by-laws of each Purchased Subsidiary, including in each case all amendments thereto, have been provided to Purchaser. All the outstanding shares of the capital stock of each class of each Purchased Subsidiary have been validly issued and are fully paid and nonassessable and are owned, beneficially and of record, by Seller free and clear of any Encumbrances. None of the Purchased Subsidiaries has issued any securities, limited liability company interests or other ownership interests in violation of any preemptive or similar rights and there are no outstanding (i) securities or other ownership interests convertible into or exchangeable for any shares of capital stock or other ownership interest of any of the Purchased Subsidiaries; (ii) subscriptions, options, warrants, calls, commitments, preemptive rights or other rights of any kind (absolute, contingent or otherwise) entitling any third party to acquire or otherwise receive from any of the Purchased Subsidiaries any shares of capital stock or other securities or ownership interests; or (iii) contracts, commitments, agreements, understandings or arrangements of any kind relating to the issuance of any capital stock or ownership interests of any of the Purchased Subsi...
Purchased Subsidiaries. Section 2.1(j)
Purchased Subsidiaries. (a) Each of the Purchased Subsidiaries is duly organized, validly existing and, to the extent applicable, in good standing under the laws of its jurisdiction of organization or incorporation, as the case may be. Each of the Purchased Subsidiaries has the requisite power and authority to own, operate and lease its properties and assets and to carry on its business in the places and in the manner currently conducted. Each of the Purchased Subsidiaries is qualified to do business as a foreign corporation or other entity, as applicable, and, to the extent applicable, is in good standing of the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification, except where the failure to do so would not have a material adverse effect on such Purchased Subsidiary or the Business.
Purchased Subsidiaries. Notwithstanding any other provision of this Agreement, other than Sections 2.2(g), 2.2(h), 2.2(l), 2.2(m), and 2.4(b)(i), it is understood that Buyer is purchasing the Outstanding Equity Securities, and as such (a) Buyer shall not be required to purchase or assume any of the assets or liabilities of the Purchased Subsidiaries, (b) the assets and liabilities of each Purchased Subsidiary shall remain the assets and obligations of such Purchased Subsidiary, (c) the assets and liabilities of the Purchased Subsidiaries shall not be deemed to be Excluded Assets or Retained Liabilities, respectively and (d) the Purchased Subsidiary Employees on the day immediately prior to the Closing Date shall remain employees of the Purchased Subsidiaries at and immediately after the Effective Time. [***]
Purchased Subsidiaries. (i) All income tax and all other material Tax Returns that were required to have been filed by Seller in respect of or in relation to the Purchased Subsidiaries have been filed (taking into account any extensions of time in which to file) and all such Tax Returns are true, correct and complete in all material respects.
Purchased Subsidiaries. Notwithstanding any other provision of this Agreement, other than Sections 1.2(iii), 1.2(vii) and 9.2(a), it is understood that Buyer is purchasing the Outstanding Equity Securities, and that as such (a) Buyer will not be required to purchase or assume any of the assets or liabilities of any Purchased Subsidiary, (b) the assets and liabilities of each of the Purchased Subsidiaries will remain the assets and liabilities of each such Purchased Subsidiary (subject in the case of liabilities to clause (d)), (c) the assets of each of the Purchased Subsidiaries will not be deemed to be Excluded Assets, and (d) the liabilities of each of the Purchased Subsidiaries (other than those liabilities to the extent both relating to the Assets or the Business and arising out of or relating to any occurrence or event occurring after the Closing) will be deemed to be Excluded Liabilities.
Purchased Subsidiaries. (a) Each Purchased Subsidiary is duly organized and validly existing under the laws of its jurisdiction of organization. Section 3.5 of the Disclosure Schedule sets forth each Purchased Subsidiary, listing for each Purchased Subsidiary its name, type of entity, the jurisdiction of its incorporation or organization, the number and type of its issued and outstanding equity securities, and the current record and beneficial ownership of such equity securities.
Purchased Subsidiaries. (a) Each Purchased Subsidiary (i) is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (ii) has all requisite power and authority to carry on its business as now conducted and to own or lease all of its properties and assets, and (iii) is duly licensed or qualified to do business as it is now being conducted in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except, in each case, where the failure to be so licensed or qualified, as the case may be, would not reasonably be expected to be material to the Acquired Pro Forma Entities, taken as a whole.
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