The Subsidiary Sample Clauses

The Subsidiary. EXECUTED as a DEED by [Name of Subsidiary] acting by Director ) [insert name of director] )

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. Oy, a corporation organized and existing under the laws of Finland, having its registered office in Xxxxxxxxxxx 0, 00000 Xxxxx.

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. (b) The information in respect of the Subsidiary set out in Part B of Schedule 2 is true and accurate.

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: (1) Exhibit 2.2 (a) contains a complete and accurate list of all real and all personal property owned by the Subsidiary, tangible, intangible and inchoate (the term Subsidiary in the context of this Article being deemed to include all subsidiaries of the Subsidiary and sibling corporation's of the Subsidiary, the assets and operations of which are to be included among the subjects of this Agreement), and the principal terms of all patents, trademarks, copyrights, trade names, service marks, other intellectual property, franchises and licenses held by the Subsidiary for use in manufacture and sale of sporting goods or apparel, including identification of the licensor, the formulae for royalty or other payments thereunder, the expiration dates, and other terms of any extensions or renewals permitted thereunder;

The Subsidiary. The Subsidiary is a limited liability company duly organized, validly existing and in good standing under the laws of the Federal Republic of Germany. The Subsidiary is duly qualified to conduct business under the laws of each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification necessary. The Subsidiary has all requisite corporate power and capacity to carry on its business in which it is now engaged and to own and use the properties now owned and used by it.

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. (a) The Company does not have any subsidiary undertakings other than the Subsidiary. The Subsidiary is a wholly-owned subsidiary of the Company and each of the shares in the capital of the Subsidiary has been properly allotted and issued and is fully paid or credited as fully paid. (b) There is no Encumbrance in relation to any of the shares or unissued shares in the capital of the Subsidiary. No person has claimed to be entitled to an Encumbrance in relation to any of the shares of the Subsidiary and no Group Company is under any obligation (whether actual or contingent) to sell, charge or otherwise dispose of any shares in the Subsidiary or any interest therein. (c) Other than this agreement, there is no agreement, arrangement or obligation requiring the creation, allotment, issue, sale, transfer, redemption or repayment of, or the grant to a person of the right (conditional or not) to require the creation, allotment, issue, sale, transfer, redemption or repayment of, a share in the capital of the Subsidiary (including an option or right of pre-emption or conversion). (d) The Company does not own any shares or stock in the capital of nor does it have any beneficial or other interest in any company or business organisation other than the Subsidiary nor does the Company control or take part in the management of any other company or business organisation. (e) Neither the Company nor the Subsidiary has any branch, agency, place of business or permanent establishment outside the United Kingdom.