Subsidiaries; Joint Ventures Sample Clauses

Subsidiaries; Joint Ventures. Schedule 4.12 contains a complete and accurate list of (a) all Subsidiaries of the Borrower, including, with respect to each Subsidiary, (i) its state of incorporation, (ii) all jurisdictions (if any) in which it is qualified as a foreign corporation, foreign limited liability company or foreign limited partnership, as applicable, (iii) the number of shares of its Capital Stock outstanding, (iv) the number and percentage of its shares of Capital Stock owned by the Borrower and/or by any other Subsidiary and (v) whether such Subsidiary is a Guarantor or an Unrestricted Subsidiary (and, if it is an Unrestricted Subsidiary, whether it is a Financial Services Subsidiary), and (b) each Joint Venture, including, with respect to each such Joint Venture, (i) its jurisdiction of organization, (ii) all other jurisdictions in which it is qualified as a foreign entity and (iii) the number and percentage of its shares of Capital Stock owned by the Borrower and/or by any other Subsidiary. All the outstanding shares of Capital Stock of each Subsidiary of the Borrower are validly issued, fully paid and nonassessable, except as otherwise provided by state wage claim laws of general applicability. All of the outstanding shares of Capital Stock of each Subsidiary owned by the Borrower or another Subsidiary as specified in Schedule 4.12 are owned free and clear of all Liens, security interests, equity or other beneficial interests, charges and encumbrances of any kind whatsoever, except for Permitted Liens. Neither the Borrower nor any other Loan Party owns of record or beneficially any shares of the Capital Stock or other equity interests of any Subsidiary that is not a Guarantor, except Unrestricted Subsidiaries.
Subsidiaries; Joint Ventures. Except for the subsidiaries listed on Schedule 3.20 to the Disclosure Schedule (the “Subsidiaries”), the Company has no subsidiaries and (i) does not otherwise own or control, directly or indirectly, any other Person and (ii) does not hold equity interests, directly or indirectly, in any other Person. Except as described in the SEC Documents or on Schedule 3.20, the Company is not a participant in any joint venture, partnership, or similar arrangement material to its business.
Subsidiaries; Joint Ventures. As of the Effective Date, the Borrower has no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13. As of the Effective Date all of the outstanding Equity Interests in the Borrower and in each of its Subsidiaries have been validly issued, are fully paid and nonassessable, and are owned by the Person and in the amounts as specified on Part (a) of Schedule 5.13, free and clear of all Liens, other than restrictions on transfer under applicable securities Laws. As of the Effective Date, neither the Borrower nor any of its Subsidiaries has any equity investments in any Joint Venture other than those specifically disclosed in Part (b) of Schedule 5.13.
Subsidiaries; Joint Ventures. Except for Xxxxxx Family Communities, Inc. (the “Subsidiary”), the Company has no other subsidiaries and (i) does not otherwise own or control, directly or indirectly, any other Person and (ii) does not hold equity interests, directly or indirectly, in any other Person. Except as described in the Company Documents, the Company is not a participant in any joint venture, partnership, or similar arrangement material to its business.
Subsidiaries; Joint Ventures. None of Parent or Borrower has any Subsidiaries other than those (i) specifically disclosed in Part (a) of Schedule 5.13 and (ii) those Subsidiaries that will be disclosed in Part (a) of Schedule 5.13 as required by, and in compliance with, Section 6.01(e). No Loan Party owns or holds of record and/or beneficially (whether directly or indirectly) any shares of any class in the capital of any corporations nor any legal and/or beneficial interests in any Joint Venture, except for (i) the Joint Ventures listed on Part (b) of Schedule 5.13, and (ii) the Joint Ventures that will be disclosed in Part (b) of Schedule 5.13 as required by, and in compliance with, Section 6.01(e). Borrower is the wholly owned Subsidiary of Parent and the Property Entities are the wholly owned Subsidiaries of Borrower.
Subsidiaries; Joint Ventures. The Borrower does not currently own or control, directly or indirectly, any interest in any other corporation, association, or other business entity other than the Subsidiaries set forth on SCHEDULE 3.2. The Borrower, either directly or through one of its Subsidiaries, holds all of the issued and outstanding capital stock of each of the Subsidiaries. The Borrower is not a participant in any joint venture, partnership or similar arrangement.
Subsidiaries; Joint Ventures. Schedule 3.11 sets forth as of the Effective Date a list of all Subsidiaries, all investments (including Intercompany Debt) in Persons in which the Domestic Borrower or one or more of its Subsidiaries (including Gatton and the Guarantors) own twenty percent (20%) or more of the Equity Interests in such Persons, and all joint ventures and partnerships to which the Domestic Borrower or any Subsidiary is a party, the respective jurisdictions of organization thereof, and the percentages of Equity Interests of the Domestic Borrower and any Subsidiary therein. Except as disclosed on Schedule 3.11, the Domestic Borrower has no Subsidiaries or investments as described above in, or joint ventures or partnerships with, any Person as of the Effective Date.
Subsidiaries; Joint Ventures. (a) Section 5.5(a) of the Disclosure Schedule sets forth for each Subsidiary of the Company, (i) the authorized capital stock or other ownership interests of such Subsidiary, and (ii) the number of issued, allotted and outstanding shares of capital stock or other ownership interests of each class of its capital, the names of the record and beneficial holders thereof and the number of shares or other ownership interests held by each such holder. All of the issued, allotted and outstanding shares of capital stock or other ownership interests of each Subsidiary of the Company have been duly authorized, are validly issued and allotted, fully paid, and non-assessable and have been offered, issued, allotted and transferred without violation of any preemptive rights or other right to purchase and were issued and/or transferred in compliance with all applicable Laws, the Governing Documents of the Subsidiary and the Contracts to which the Subsidiary is a party or otherwise bound. There are no other capital stock or other ownership interests in any of the Company’s Subsidiaries or outstanding securities convertible or exchangeable into capital stock or other ownership interests of such Subsidiaries, including any options, warrants, purchase rights, preemptive rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal, rights of first offer, anti-dilution protections, obligations, commitments, plans or other Contracts or similar rights that could require the Company or any of its Subsidiaries to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem (or establish a sinking fund with respect to redemption) capital stock or any other ownership interests in any such Subsidiary or require the Company or any of its Subsidiaries to make any payments based on the price or value of any securities or instruments set forth on Section 5.5(a) of the Disclosure Schedule or dividends paid thereon. No holder of Indebtedness of the Company or any of its Subsidiaries has any right to vote or to convert or exchange such Indebtedness for capital stock or other ownership interests of any of the Company’s Subsidiaries. There are no outstanding or authorized equity appreciation, contingent value, phantom equity, profit participation, or similar rights with respect to any of the Company’s Subsidiaries. There are no voting trusts, proxies, or other Contracts with respect to the voting of the capital stock or other...
Subsidiaries; Joint Ventures. (a) Each Subsidiary of the Company has been duly organized, is validly existing and in good standing (in jurisdictions where such concept exists) under the laws of its jurisdiction of organization, and has all organizational power and authority required to carry on its business as now conducted. Each such Subsidiary is duly qualified to do business as a foreign entity and is in good standing (in jurisdictions where such concept exists) in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified or in good standing has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Section 4.06(a) of the Company Disclosure Letter sets forth all material Subsidiaries of the Company and their respective jurisdictions of organization.