Subsidiary Entities. Schedule 6.9 (A) contains charts and diagrams reflecting the corporate structure of the Borrower Parties and their respective Subsidiary Entities indicating the nature of the corporate, partnership, limited liability company or other equity interest in each Person included in such chart or diagram; and (B) accurately sets forth (1) the correct legal name of such Person, the type of organization, and the jurisdiction of its incorporation or organization, and (2) the percentage thereof owned by the Borrower Parties and their Subsidiaries, in each case, as of the Closing Date. None of such issued and outstanding Capital Stock or Securities owned by any Borrower Party or its Subsidiaries is subject to any vesting, redemption, or repurchase agreement, and there are no warrants or options outstanding with respect to such Securities, in each case, as of the Closing Date, except as noted on Schedule 6.9. The outstanding Capital Stock of each Subsidiary Entity shown on Schedule 6.9 as being owned by a Borrower Party or its Subsidiary is duly authorized and validly issued. Except where failure may not have a Material Adverse Effect, each Subsidiary Entity of the Borrower Parties: (A) is a corporation, limited liability company, or partnership, as indicated on Schedule 6.9, duly organized, validly existing and, if applicable, in good standing under the laws of the jurisdiction of its organization, (B) is duly qualified to do business and, if applicable, is in good standing under the laws of each jurisdiction in which failure to be so qualified and in good standing would limit its ability to use the courts of such jurisdiction to enforce Contractual Obligations to which it is a party, and (C) has all requisite partnership, limited liability company or corporate power and authority to own, operate and encumber its Property and to conduct its business as presently conducted and as proposed to be conducted hereafter.
Subsidiary Entities. The Borrower Parties and the Senior Credit Party have fully disclosed to Administrative Agent all material aspects of the ownership structure of the Transaction Parties and their respective Subsidiary Entities and have disclosed to Administrative Agent the correct legal name of each such Person, the type of organization, and the jurisdiction of its incorporation or organization, and (2) the class of outstanding Capital Stock of Borrower and its Subsidiary Entities along with the percentage thereof owned, directly or indirectly, by the Transaction Parties. None of such issued and outstanding Capital Stock is subject to any vesting, redemption, or repurchase agreement, and there are no warrants or options outstanding with respect to such Capital Stock, except as disclosed in Schedule 4.9. The outstanding Capital Stock of each Subsidiary Entity is duly authorized, validly issued, fully paid, nonassessable and not subject to any Liens. Each Transaction Party: (A) is a corporation, limited liability company, or partnership, which is duly organized, validly existing and, if applicable, in good standing under the laws of the jurisdiction of its organization, (B) is duly qualified to do business and, if applicable, is in good standing under the laws of each jurisdiction in which failure to be so qualified and in good standing would result in a Material Adverse Effect, and (C) has all requisite power and authority to own, operate and encumber its Property and to conduct its business as presently conducted and as proposed to be conducted hereafter.
Subsidiary Entities. Any entity controlled by the Operating Company or the REIT that holds an interest in the Protected Property shall be bound by all of the limitations and restriction to which the Operating Company is subject hereunder as if such entity were originally a signatory to this Agreement in addition to the Operating Company and the REIT, and the Operating Company has executed this Agreement for and on behalf of each such entity.
Subsidiary Entities. RTC has no Subsidiary entities other than EEI.
Subsidiary Entities. Immediately prior to consummation of the Restructuring, IGC owns, beneficially and of record, all of the issued and outstanding shares of stock or beneficial interest of each of the Subsidiary Entities. Immediately following consummation of the Restructuring, ACPT will own, beneficially and of record, all of the issued and outstanding shares of stock or beneficial interest of each of the Subsidiary Entities. All issued and outstanding shares of stock or beneficial interest of each Subsidiary Entity is duly authorized, validly issued and fully paid and nonassessable and is, and will, subsequent to consummation of the Restructuring, be free and clear of all liens, claims and encumbrances except for the security interest therein granted to Lender under the Stock Pledge Agreement.
Subsidiary Entities. All references herein to the consummation, engaging in, entering into, or reporting of a Disposition or other transaction, or entering into an agreement to do any of the foregoing, by the Applicable Lightstone Entity, LVP, or POAC shall also apply to and include the consummation, engaging in, entering into, or reporting of a Disposition or other transaction, or entering into an agreement to do any of the foregoing, by any entity in which the Applicable Lightstone Entity, LVP, or POAC owns, directly or indirectly, an equity interest.
Subsidiary Entities. Intentionally Omitted.
Subsidiary Entities. The Partners acknowledge and agree that the Company intends to acquire its ownership interest in some or all of the Property through one or more subsidiary entities (the “Subsidiary Affiliates”), each of which is currently contemplated to be a limited partnership or a limited liability company that is substantially owned (directly or indirectly) by the Company, including Tenant. The Partners further acknowledge and agree that they shall each take such actions as are reasonably necessary or appropriate (subject to any conflicting covenants or restrictions in any Loan) to assure that the business and affairs of such subsidiary entities are carried out in a manner consistent with the economic and other business understandings of the Partners as set out in this Agreement. By way of example (and not by way of limitation), the General Partner, as the Person directly or indirectly acting on behalf of the general partners of the Subsidiaries, agrees that it will exercise its discretion with respect to the management of the Subsidiaries (including decisions with respect to the timing and amount of cash flow distributions to the beneficial owners of such Subsidiaries, and, ultimately, to the Company) in a manner consistent with the understandings of the Partners as set out in this Agreement, subject only to any conflicting covenants or restrictions under any Loan. Further, each Partner agrees that it shall not transfer its membership interests in any of the Subsidiary Affiliates (or in the constituent partners of the Subsidiary Affiliates) to any Person. In addition, for further clarity, references in this Agreement to any Partner’s Partnership Interest shall be deemed to refer to the entire beneficial interest of such Partner in the Company and each of its Subsidiary Affiliates. Finally, the Partners agree that the General Partner, as the sole member of the general partners of the Subsidiaries, may from time to time elect to delegate to the Hotel Manager the administration of any of the cash management accounts maintained by the Subsidiary Affiliates in connection with the Loans.
Subsidiary Entities. The Borrower Parties have fully disclosed to Administrative Agent all material aspects of the ownership structure of the Transaction Parties and their respective Subsidiary Entities and have disclosed to Administrative Agent the correct legal name of each such Person, the type of organization, and the jurisdiction of its incorporation or organization, and (2) the class of outstanding Capital Stock of Transaction Parties along with the percentage thereof owned by the Transaction Parties and their Subsidiaries. None of such issued and outstanding Capital Stock or Securities is subject to any vesting, redemption, or repurchase agreement, and there are no warrants or options outstanding with respect to such Securities, except as disclosed to Administrative Agent in writing prior to the Closing Date. The outstanding Capital Stock of each Subsidiary Entity is duly authorized, validly issued, fully paid and nonassessable. Except for De Minimis Subsidiaries, each Subsidiary Entity of Transaction Parties: (A) is a corporation, limited liability company, or partnership, which is duly organized, validly existing and, if applicable, in good standing under the laws of the jurisdiction of its organization, (B) is duly qualified to do business and, if applicable, is in good standing under the laws of each jurisdiction in which failure to be so qualified and in good standing would limit its ability to use the courts of such jurisdiction to enforce any and all material Contractual Obligations to which it is a party, and (C) has all requisite power and authority to own, operate and encumber its Property and to conduct its business as presently conducted and as proposed to be conducted hereafter.
Subsidiary Entities. ... 9 6.10 Federal Reserve Board Regulations................................ 9 6.11
