The Subsidiary Sample Clauses

The Subsidiary. The Subsidiary and each of the Subscriber, jointly and severally, hereby represent and warrant to the Corporation, as a material inducement to the Corporation's entry into this Agreement, that, except as specified on exhibit 2.2 annexed hereto and made a part hereof (the "Subsidiary's Warranty exceptions"), the following representations and warranties are, to the best of their knowledge, materially accurate:
The Subsidiary. Borrower Security Agreement shall for any reason fail to create or there shall otherwise cease to be in existence a valid and perfected first priority security interest in the collateral purported to be covered thereby (other than as a direct result of the release thereof by the Agent or the failure of the Agent to file a continuation statement) or the Subsidiary Borrower Security Agreement shall fail to remain in full force or effect or any action shall be taken to rescind or revoke the Subsidiary Borrower Security Agreement or to assert the invalidity or unenforceability of the Subsidiary Borrower Security Agreement or any term or provisions thereof.
The Subsidiary. (a) The Company is the sole legal and beneficial owner of all of the issued share capital of the Subsidiary, free from all security interests, options, equities, claims or other third party rights (including rights of pre-emption) of any nature whatsoever.
The Subsidiary. Borrower shall (a) keep the Collateral in good order and repair; (b) not waste or destroy or suffer the waste or destruction of the Collateral of any part thereof; and (c) not use any of the Collateral in violation of any policy of insurance thereon.
The Subsidiary. The Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of Delaware, has all necessary corporate power and authority to own or lease all of its properties and assets and to carry on its business as such business is now being conducted, and is qualified as a foreign corporation and is in good standing in all jurisdictions where the nature of its business or the nature and location of its assets requires such qualification, and where the failure to so qualify would have a Material Adverse Effect. Other than the Subsidiary, the Company does not hold or beneficially own, and has never held or beneficially owned, any other direct or indirect interest (whether it be common or preferred stock or any comparable ownership interest in any Person that is not a corporation), or any subscriptions, options, warrants, rights, calls, convertible securities or other agreements or commitments for any interest, in any Person.
The Subsidiary. The Subsidiary is registered with each of Companies House and the Inland Revenue as dormant. SCHEDULE 3 VENDORS' LIMITATIONS ON LIABILITY
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The Subsidiary. The Subsidiary is the only Person in which the Company owns, directly or indirectly, any equity or ownership interest or other interest convertible into or exchangeable for any equity or ownership interest. One hundred (100) membership units of the Subsidiary are issued and outstanding as of the Effective Date (the “Subsidiary Interests”), and such Subsidiary Interests are duly authorized, validly issued, fully paid and nonassessable, and issued in accordance with applicable Law. The Company owns all issued and outstanding Subsidiary Interests free and clear of all Liens and free of any restriction on the right to vote, sell, transfer or otherwise dispose of such Subsidiary Interests, other than Liens arising under the Company Debt. There are no authorized or outstanding options, warrants, calls, subscriptions, stock appreciation rights, conversion privileges, preemptive rights, or other rights relating to the Subsidiary Interests or with respect to which the Subsidiary may be obligated to issue or sell any of its equity or ownership interests or other interest convertible into or exchangeable for any equity or ownership interest. There are no outstanding obligations to repurchase, redeem or otherwise acquire any outstanding Subsidiary Interests.
The Subsidiary. Purchaser shall take all necessary steps so that immediately after the Closing, the Subsidiary's assets and liabilities shall consist solely of the following:
The Subsidiary. Zmanda Technologies India Private Limited (the “Subsidiary”) is the sole subsidiary of the Company and, except as set forth in Section 4.1(b) of the Company Disclosure Schedule, is wholly-owned by the Company. Other than the Subsidiary, the Company does not own or control, directly or indirectly, any interest in any other entity. The Subsidiary is a private limited company duly incorporated, validly existing and in good standing under the laws of the Republic of India, and has all requisite corporate power to own its properties, to carry on its business as now being conducted or proposed to be conducted, except where the failure to be so incorporated, existing or in good standing or to have such corporate power and authority has not had, individually or in the aggregate, a Material Adverse Effect. The Subsidiary is qualified to do business and in good standing in all jurisdictions in which its ownership of property or the character of its business requires such qualification, except where the failure to be so qualified or in good standing has not had, individually or in the aggregate, a Material Adverse Effect. The Company has provided Parent with true, complete, and correct copies of the Subsidiary’s organizational documents, as amended to date.
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