Common use of Partial Subsidiaries Clause in Contracts

Partial Subsidiaries. (a) Schedule 3.30(a) sets forth for each Partial Subsidiary (as defined in Section 3.30(g)): (1) its name and jurisdiction of incorporation or organization; (2) the number of authorized shares of each class of its capital stock or other equity or non-equity interests; (3) the number of issued and outstanding shares of each class of its capital stock or other equity or non-equity interests, the names of the holders thereof, and the number of shares or other equity or non-equity interests held by each such holder; (4) the number of shares of its capital stock or other equity interests held in treasury; and (5) its directors or governing board members and officers. (b) To the best knowledge of Seller, each Partial Subsidiary: (1) if it is a for profit or nonprofit corporation, is duly incorporated, validly existing and in good standing under the laws of the state of its incorporation and is duly qualified and in good standing as a foreign corporation in the jurisdiction of its principal place of business if not incorporated therein; (2) if it is a limited liability company, is duly organized, validly existing and, if applicable, in good standing under the laws of the state of its organization and is duly qualified and, if applicable, in good standing as a foreign limited liability company in the jurisdiction of its principal place of business if not organized therein; and (3) if it is a partnership, trust or other entity, is duly formed, validly existing and, if applicable, in good standing in the jurisdiction of its principal place of business if not formed therein. To the best knowledge of Seller, each Partial Subsidiary has full corporate, limited liability company, partnership, trust or other applicable power and authority and all licenses and permits (including authorizations to do business in any applicable state) necessary to carry on the businesses in which it is engaged and in which it presently proposes to engage, and to own and use the properties owned and used by it. (c) Seller has delivered to Buyer accurate and complete copies, as applicable, of the articles of incorporation, charter, bylaws, operating agreement, partnership agreement, or shareholders or membership agreement, as amended to date, of each Partial Subsidiary. Except as set forth on Schedule 3.30(c), to the best knowledge of Seller, all of the issued and outstanding shares of capital stock or other equity or non-equity interests of each Partial Subsidiary have been duly authorized and are validly issued, fully paid, and nonassessable. To the best knowledge of Seller, none of the Partial Subsidiaries is in default under or in violation of any provision of its articles of incorporation, charter, bylaws, operating agreement, partnership agreement, or shareholders or membership agreement. (d) To the best knowledge of Seller, the minute books (containing the records of meetings of the stockholders, the board of directors, board of governors, management committee, and any committees of the board of directors, board of governors or management committee), the stock certificate books, and the stock record books of each Partial Subsidiary are accurate and complete in all material respects. (e) To the best knowledge of Seller, except as set forth on Schedule 3.30(e), there is no outstanding subscription, option, convertible or exchangeable security, preemptive right, warrant, call or agreement (other than this Agreement) relating to the stock or other equity or non-equity interests of the Partial Subsidiaries or other obligation or commitment of any Partial Subsidiary to issue shares of capital stock or other equity interests. Except as set forth on Schedule 3.30(e), there are no voting trusts or other agreements, arrangements or understandings applicable to the exercise of voting or any other rights with respect to any shares of Partial Subsidiary stock or other equity or non-equity interests. Seller has good and marketable title to all shares of the stock or other equity or non-equity interests of the Partial Subsidiaries set forth in Schedule 3.30(a) and except as disclosed on Schedule 3.30(e), has the absolute right to sell, assign, transfer and deliver the same to Buyer, free and clear of all claims, security interests, liens, pledges, charges, escrows, options, proxies, rights of first refusal, preemptive rights, mortgages, hypothecations, prior assignments, title retention agreements, indentures, security agreements or any other limitation, encumbrance or restriction of any kind. (f) The Partial Subsidiaries do not control directly or indirectly or have any direct or indirect equity participation in any corporation, limited liability company, partnership, trust or other business association. (g) For purposes of this Agreement, the term "Partial Subsidiaries" means any and all corporations (other than publicly traded companies), partnerships and limited liability companies in which Seller or Seller Entities own or hold common stock, partnership interests or membership interests amounting to less than 100% of the total outstanding common stock, partnership interests or membership interests of such entity, and which common stock, partnership interests or membership interests Seller or Seller Entities shall use their commercially reasonable best efforts to assign to Buyer or Buyer Entities as part of the Purchased Assets, subject to the terms and conditions of the governing documents of the Partial Subsidiaries.

Partial Subsidiaries. (a) Schedule 3.30(a) 4.10 sets forth for each Partial Subsidiary (as defined in Section 3.30(g)): herein): (1i) its name and jurisdiction of incorporation or organization; (2ii) the number of authorized shares of each class of its capital stock or other equity or non-equity interests; (3iii) the number of issued and outstanding shares of each class of its capital stock or other equity or non-equity interests, the names of the holders thereof, and the number of shares or other equity or non-equity interests held by each such holder; (4iv) the number of shares of its capital stock or other equity interests held in treasury; and (5v) its directors or governing board members and directors, officers, general partners, and/or managers, as the case may be. (b) To the best knowledge of Seller, each Each Partial Subsidiary: (1i) if it is a for for-profit or nonprofit not-for-profit corporation, is duly incorporated, validly existing existing, and in good standing under the laws Laws of the state of its incorporation and is duly qualified and in good standing as a foreign corporation in the jurisdiction of its principal place of business if not incorporated therein; (2ii) if it is a limited liability company, is duly organized, validly existing existing, and, if applicable, in good standing under the laws Laws of the state of its organization and is duly qualified and, if applicable, in good standing as a foreign limited liability company in the jurisdiction of its principal place of business if not organized therein; and (3iii) if it is a partnership, trust trust, or other entity, is duly formed, validly existing existing, and, if applicable, in good standing in the jurisdiction of its principal place of business if not formed therein. To the best knowledge of Seller, each Each Partial Subsidiary has full corporate, limited liability company, partnership, trust trust, or other applicable power and authority and all licenses and permits (including authorizations to do business in any applicable state) necessary to carry on the businesses in which it is engaged and in which it presently proposes to engage, and to own and use the properties owned and used by it. (c) Seller has delivered to Buyer accurate and complete copies, as applicable, of the articles of incorporation, charter, bylaws, operating agreement, partnership agreement, or shareholders shareholder or membership agreement, as amended to date, of each Partial Subsidiary. Except as set forth on Schedule 3.30(c), to the best knowledge of Seller4.10 hereto, all of the issued and outstanding shares of capital stock or other equity or non-equity interests of each Partial Subsidiary have been duly authorized and are validly issued, fully paid, and nonassessable. To the best knowledge of Seller, none None of the Partial Subsidiaries is in default under or in violation of any provision of its articles of incorporation, charter, bylaws, operating agreement, partnership agreement, or shareholders shareholder or membership agreement. (d) To the best knowledge of Seller, the minute books (containing the records of meetings of the stockholders, the board of directors, board of governors, management committee, and any committees of the board of directors, board of governors or management committee), the stock certificate books, and the stock record books of each Partial Subsidiary are accurate and complete in all material respects. (e) To the best knowledge of Seller, except Except as set forth on Schedule 3.30(e), 4.10: (i) there is no outstanding subscription, option, convertible or exchangeable security, preemptive right, warrant, call call, or agreement (other than this Agreement) relating to the stock or other equity or non-equity interests of the Partial Subsidiaries or other obligation or commitment of any Partial Subsidiary to issue any shares of capital stock or other equity interests. Except as set forth on Schedule 3.30(e), ; and (ii) there are no voting trusts or other agreements, arrangements arrangements, or understandings applicable to the exercise of voting or any other rights with respect to any shares of Partial Subsidiary stock or other equity or non-equity interests. Seller has good good, marketable, and marketable indefeasible title to all shares of the stock or other equity or non-equity interests of the Partial Subsidiaries set forth in Schedule 3.30(a) and 4.10 and, except as disclosed set forth on Schedule 3.30(e)4.10, has the absolute right to sell, assign, transfer transfer, and deliver the same to Buyer, free and clear of all claims, security interests, liens, pledges, charges, escrows, options, proxies, rights of first refusal, preemptive rights, mortgages, hypothecations, prior assignments, title retention agreements, indentures, security agreements agreements, or any other limitation, encumbrance encumbrance, or restriction of any kind. (fe) The Partial Subsidiaries do not control directly or indirectly or have any direct or indirect equity participation in any corporation, limited liability company, partnership, trust trust, or other business association. (gf) For purposes of this Agreement, the term "“Partial Subsidiaries" ” means any and all corporations (other than publicly traded companies)corporations, partnerships partnerships, and limited liability companies in which Seller or Seller Entities its Affiliates own or hold common stock, partnership interests interests, or membership interests amounting to less than 100% of the total outstanding common stock, partnership interests interests, or membership interests of such entity, and which common stock, partnership interests interests, or membership interests will be assigned by Seller or Seller Entities shall use their commercially reasonable best efforts to assign its Affiliates to Buyer or Buyer Entities as part of the Purchased Assets, subject to the terms and conditions of the governing documents of the Partial Subsidiaries.