Common use of Acquired Subsidiaries Clause in Contracts

Acquired Subsidiaries. Section 4.6 of the Seller Disclosure Schedule sets forth with respect to each Acquired Subsidiary (i) its jurisdiction of formation, (ii) each jurisdiction in which it is qualified to do business as a foreign entity, (iii) its authorized, issued and outstanding shares of capital stock or units and (iv) the holder or holders of all of its issued and outstanding shares of capital stock or units. Each Acquired Subsidiary is a corporation (or a limited liability company in the case of ECDC Environmental, L.C.) duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and has full authority and corporate power to conduct its business as it is currently being conducted. Each Acquired Subsidiary is duly qualified to do business, and in good standing, in each jurisdiction where the nature of its properties or business requires such qualification, except for failures to be so qualified which could not, individually or in the aggregate, have a Material Adverse Effect on the Acquired Subsidiaries. All of the issued and outstanding shares of capital stock or units of each Acquired Subsidiary are validly issued, fully paid and nonassessable, and are owned of record and beneficially, and free of any Liens, by Chem-Waste or another Acquired Subsidiary (as reflected in Section 4.6 of the Seller Disclosure Schedule). Except as disclosed in Section 4.6 of the Seller Disclosure Schedule, there are no preemptive rights or outstanding subscriptions, options, warrants, calls, rights, convertible securities, obligations to make capital contributions or advances, voting trust arrangements, shareholders' agreements or other agreements, commitments or understandings relating to the capital stock or units of any Acquired Subsidiary. Seller will deliver to Purchaser prior to Closing true and correct copies of the charter and bylaws (or similar organizational documents) of each Acquired Subsidiary. Each Acquired Canadian Subsidiary is a "private company" within the meaning of the Ontario Securities Act.

Acquired Subsidiaries. Section 4.6 4.5 of the Seller Disclosure Laid▇▇▇ ▇▇▇closure Schedule sets forth with respect to each Acquired Subsidiary (i) its jurisdiction of formationincorporation, (ii) each jurisdiction in which it is qualified to do business as a foreign entitycorporation, (iii) its authorized, issued and outstanding shares of capital stock or units stock, and (iv) the holder or holders of all of its issued and outstanding shares of capital stock or unitsstock. Each Acquired Subsidiary is a corporation (or a limited liability company in the case of ECDC Environmental, L.C.) duly organized, validly existing and in good standing under the laws of its jurisdiction of formation incorporation and has full authority and corporate power to conduct its business as it is currently being conducted. Each Acquired Subsidiary is duly qualified to do business, and in good standing, in each jurisdiction where the nature of its properties or business requires such qualification, except for failures to be so qualified which could not, individually or in the aggregate, have a Material Adverse Effect on the Acquired Subsidiaries. All of the issued and outstanding shares of capital stock or units of each Acquired Subsidiary are validly issued, fully paid and nonassessable, and are owned of record and beneficially, and free of any Liens, by Chem-Waste Laid▇▇▇, ▇▇I or another Acquired Subsidiary (as reflected in Section 4.6 Schedule 4.5 of the Seller Disclosure Laid▇▇▇ ▇▇▇closure Schedule), except as otherwise noted in Section 4.5 of the Laid▇▇▇ ▇▇▇closure Schedule with respect to LMT (as to which all other stockholders, and their percentage share of ownership, are identified in Section 4.5 of the Laid▇▇▇ ▇▇▇closure Schedule). Except as disclosed in Section 4.6 of the Seller Disclosure Schedule, there There are no preemptive rights or outstanding subscriptions, options, warrants, calls, rights, convertible securities, obligations to make capital contributions or advances, voting trust arrangements, shareholders' agreements or other agreements, commitments or understandings relating to the capital stock or units of any Acquired Subsidiary. Seller The Laid▇▇▇ ▇▇▇lers will deliver to Purchaser the Allied Parties prior to Closing true and correct copies of the charter and bylaws (or similar organizational documents) of each Acquired Subsidiary. Each Acquired Canadian Subsidiary is a "private company" within the meaning of the Ontario Securities Act.