Organization and Ownership of Subsidiaries Sample Clauses

Organization and Ownership of Subsidiaries. (a) Schedule 3.4 contains complete and correct lists, as of the Closing Date, of: (i) the Borrower’s and the Guarantor’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 equity interests outstanding owned by the Borrower and each other Subsidiary or other Persons; and (ii) of the ownership of the Borrower and the Guarantor and the percentage of shares, units or interests of each class of its equity outstanding and the ownership interests of such shares, units or interests.
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Organization and Ownership of Subsidiaries. One hundred percent (100%) of the outstanding shares of Capital Stock of each direct subsidiary (that is, those companies listed without any symbol preceding them) are owned by Xxxxx & Xxxxx, Inc. ● = indirect subsidiary, whose outstanding shares of Capital Stock (or, in the case of companies identified as limited liability companies, membership interests) are owned 100% by the direct subsidiary (company listed without any symbol preceding its name) listed above the name of such indirect subsidiary o = indirect subsidiary whose outstanding shares of Capital Stock are owned 100% by the indirect subsidiary (company with ● symbol preceding its name) listed above the name of such indirect subsidiary Acumen Re Management Corporation(DE) AFC Insurance, Inc. (PA) Allocation Services, Inc. (FL) American Specialty Insurance & Risk Services, Inc. (IN) Azure International Holding Co. (DE) B&B Protector Plans, Inc. f/k/a Underwriters Services, Inc. (FL) ● B&B Protector Plans Insurance Services of Texas, LLC (TX) Balcones-Southwest, Inc. (TX) Xxxxx & Xxxxx of Florida, Inc. f/k/a & B Insurance Services, Inc. (FL) ● Axiom Re, Inc. (FL) ● Xxxxxx Xxxxx Insurance Agency, Inc. (FL) ● Halcyon Underwriters, Inc. (FL) ● MacDuff Underwriters, Inc. (FL) o MacDuff America, Inc. (FL) o MacDuff Pinellas Underwriters, Inc. (FL) Braishfield Associates, Inc. (FL) Xxxxx & Xxxxx Agency of Insurance Professionals, Inc. (OK) ● Xxxxxx-Xxxxxx, Inc. (OK) o Xxxxxx-Xxxxxx of Arkansas, Inc. (AR) Xxxxx & Xxxxx Disaster Relief Foundation (FL non-profit) Xxxxx & Xxxxx Insurance Agency of Virginia, Inc. (VA) Xxxxx & Xxxxx Insurance Benefits, Inc. (TX) Xxxxx & Xxxxx Insurance of Arizona, Inc. (AZ) ● Azure IV Acquisition Corporation (AZ) ● Xxxxx & Xxxxx of New Mexico, Inc. (NM) Xxxxx & Xxxxx Insurance of Georgia, Inc. (GA) Xxxxx & Xxxxx Insurance of Nevada, Inc. (NV) Xxxxx & Xxxxx Insurance Services of El Paso, Inc. (TX) Xxxxx & Xxxxx Insurance Services of San Antonio, Inc.(TX) Xxxxx & Xxxxx Insurance Services of Texas, Inc. (TX) Xxxxx & Xxxxx Metro, Inc. (NJ) Xxxxx & Xxxxx of Arkansas, Inc. (AR) Xxxxx & Xxxxx of Bartlesville, Inc. (OK) Xxxxx & Xxxxx of California, Inc. (CA) Xxxxx & Xxxxx of Central Carolina, Inc. (NC) Xxxxx & Xxxxx of Central Oklahoma, Inc. (OK) Xxxxx & Xxxxx of Colorado, Inc. (CO) Xxxxx & Xxxxx of Connecticut, Inc. (CT) Xxxxx & Xxxxx of Delaware, Inc. (DE) Xxxxx & Xxxxx of Illinois, Inc. (IL) Xxxxx & Xxxxx of Iowa, Inc. (IA) Xxxxx & Xxxxx of Kentucky, Inc. (KY) Xxxxx & Xxxxx of Loui...
Sample 1
Organization and Ownership of Subsidiaries. The jurisdiction of incorporation or organization, and the ownership of all the issued and outstanding capital stock or other equity interests of each Subsidiary is set forth on the attached organizational charts. Unless otherwise indicated, all of the issued and outstanding capital stock or other equity interests of each Subsidiary is owned by the company immediately above such Subsidiary. The jurisdiction of incorporation or organization is either evident from the corporate name, or noted in parentheses below the name of each Subsidiary or in a footnote. See attached organizational charts. Interface, Inc. and Subsidiaries Confidential
Sample 1
Organization and Ownership 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.
Sample 1
Organization and Ownership of Subsidiaries. Section 6.2(a) of the Disclosure Schedule sets forth each Company Subsidiary, its jurisdiction of incorporation, the jurisdictions in which it is licensed or otherwise qualified to do business as a foreign entity, its tax residence, its equity owner(s) and the percentage of shares or other equity interests owned by each such equity owner. All of the Subsidiary Shares are:
Sample 1
Organization and Ownership of Subsidiaries. (a) Schedule 5.4 is (except as noted therein) a complete and correct list of the Company’s Restricted and Unrestricted Subsidiaries, showing, as to each Subsidiary, the correct name thereof and the jurisdiction of its organization.
Sample 1
Organization and Ownership of Subsidiaries. The jurisdiction of incorporation and the ownership of all issued and outstanding capital stock for each Subsidiary of Borrower are as follows: Jurisdiction of Date of Percentage of Name of Subsidiary Incorporation Incorporation Ownership ---------------------------- -------------- ------------- ------------- American Southern Insurance Company Georgia 12-14-36 100% American Safety Insurance Company Georgia 1-14-88 100% Automated Systems of Georgia, Inc. Georgia 9-12-89 100% Automobile Safety Management, Inc. Delaware 9-17-79 100% Premier Adjusting & Claims Service, Inc. Georgia 2-3-95 100% Hancxxx-Xxxxxxxxx Xxxners, Inc. Delaware 2-3-70 100% Irving Tanning Company Delaware 3-30-62 100% Irving Leather Company Maine 3-16-78 100% Vista Leather International Corp. Barbados 7-18-94 100% Kroy Tanning Company, Incorporated Delaware 2-2-65 100% Collagen International Products Corporation New York 6-30-70 100% Seagrave Leather Corporation Maine 10-1-79 100% Wilton Tanning Company Maine 6-29-59 100% SCHEDULE 5.05 CERTAIN PENDING AND THREATENED LITIGATION Hall v. Vista Resources, Inc., Civil Action No. XXX 00-0000, X.X. Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx. Xn September 1991, an action was instituted against Borrower and an unrelated third party, alleging product liability, negligence and breach of warranty. The plaintiff seeks damages for each of the allegations of up to $10,000,000. The plaintiff claims, among other things, that Maxim Motors, a former division of Borrower which was sold in 1975, had failed to design certain safety features in a fire truck manufactured and sold by Maxim Motors in 1972. Subsequently, the plaintiff dropped the action against the unrelated third party. Borrower, which is insured for up to $8,000,000 and is being defended by its insurance carrier, denies the allegations in this action. SCHEDULE 5.08(a) ENVIRONMENTAL COMPLIANCE None. 100 SCHEDULE 5.08(b) ENVIRONMENTAL NOTICES None. SCHEDULE 5.08(c) ENVIRONMENTAL PERMITS None. 102 SCHEDULE 5.11 BURDENSOME RESTRICTIONS None. SCHEDULE 5.12 TAX FILINGS AND PAYMENTS Since 1994, American Southern Insurance Company, a subsidiary of Borrower ("American Southern"), has paid premium taxes in Florida in accordance with the methodology advocated by the Florida Department of Revenue (the "Department") in the Florida Premium Tax Litigation described below (the "Florida Methodology"). For the period from the acquisition of American Southern through 1993, American Southern did not pay premium taxes in F...
Sample 1
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Related to Organization and Ownership of Subsidiaries

  • 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 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.

  • Formation of Subsidiaries Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent a joinder to the Guaranty and Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

  • Ownership of Subsidiaries; Restrictions The Credit Parties will not, nor will they permit any Subsidiary to, create, form or acquire any Subsidiaries, except for Domestic Subsidiaries that are joined as Additional Credit Parties as required by the terms hereof. The Credit Parties will not sell, transfer, pledge or otherwise dispose of any Equity Interests in any of their Subsidiaries, nor will they permit any of their Subsidiaries to issue, sell, transfer, pledge or otherwise dispose of any of their Equity Interests, except in a transaction permitted by Section 6.4.

  • Due Incorporation and Organization The Adviser is duly organized and is in good standing under the laws of the State of Connecticut and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder.

  • Organization; Subsidiaries (a) Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect (as defined in Section 8.3) on Company.

  • Due Organization; Subsidiaries Parent is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation, and each of the other SafeNet Corporations which is a “significant subsidiary” (as defined in Regulation S-X) of Parent is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation or formation. Each of the SafeNet Corporations has all necessary power and authority to (a) conduct its business in the manner in which its business is currently being conducted; (b) to own and use its assets in the manner in which its assets are currently owned and used; and (c) to perform its material obligations under all Parent Material Contracts. Each of the SafeNet Corporations is qualified to do business as a foreign corporation, and is in good standing, under the Legal Requirements of all jurisdictions where the failure to be so qualified would have a Material Adverse Effect on the SafeNet Corporations. Parent has delivered or made available to the Company accurate and complete copies of the certificate of incorporation, bylaws and other charter or organizational documents of each of the SafeNet Corporations, including all amendments thereto (collectively, the “Parent Organization Documents”). Parent has no Subsidiaries, except for the corporations identified in Schedule 3.1 of the Parent Disclosure Schedule. Parent and each of its Subsidiaries identified in Schedule 3.1 of the Parent Disclosure Schedule are collectively referred to herein as the “SafeNet Corporations”. None of the SafeNet Corporations has any equity interest or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity, other than the SafeNet Corporations’ interests in their Subsidiaries identified in Schedule 3.1 of the Parent 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.

  • Maintenance of Ownership of Subsidiaries Sell or otherwise dispose of any shares of capital stock of any Subsidiary, except to another Subsidiary, or permit any Subsidiary to issue, sell or otherwise dispose of any shares of its capital stock or the capital stock of any Subsidiary, except to the Company or another Subsidiary; provided, however, that the Company may liquidate, merge or consolidate any Subsidiary or Subsidiaries into or with itself, provided that the Company is the surviving entity, or into or with another Subsidiary or Subsidiaries.

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