Common use of Purchased Entities Clause in Contracts

Purchased Entities. (a) Section 3.04(a) of the Disclosure Schedule lists, for each Purchased Entity (other than the Company, TCFL, TFBV, TGMBH and Public Finance), its name, type of entity, jurisdiction and date of its incorporation or organization, its authorized Capital Stock, the number and type of its issued and outstanding shares of Capital Stock and the current ownership of such Capital Stock. Except as disclosed in Section 3.04(a) of the Disclosure Schedule, the Company owns (or, after giving effect to the provisions of Section 5.12, will own), directly or indirectly, all of the issued and outstanding Capital Stock of each of the other Purchased Entities, free and clear of all Encumbrances, and all such Capital Stock is (or will be at Closing) duly authorized and validly issued, fully paid and nonassessable and free of preemptive rights. There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character (including stock appreciation rights, phantom stock or similar rights) relating to the Capital Stock of the Purchased Entities or obligating the Parent, the Seller or any of its Affiliates (including the Purchased Entities) to issue or sell any shares of Capital Stock of any of the Purchased Entities. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings with respect to the voting or transfer of any of the Capital Stock of any of the Purchased Entities. (b) Except as disclosed in Section 3.04(b) of the Disclosure Schedule and other than the Purchased Entities and the Excluded Subsidiaries, there are no other Persons in which any Purchased Entity owns, of record or beneficially, any direct or indirect equity or other ownership interest (including Capital Stock) or possesses any right (contingent or otherwise) to acquire the same. Except as set forth in Section 3.04(b) of the Disclosure Schedule, there are no obligations of any Purchased Entity to (i) repurchase, redeem or otherwise acquire any shares of Capital Stock of any other Person or (ii) make any equity investment in or capital contribution to, any other Person. Except as disclosed in Section 3.04(b) of the Disclosure Schedule and other than in respect of another Purchased Entity, no Purchased Entity is a member of (nor is any part of its business conducted through) any partnership, joint venture or similar entity.

Purchased Entities. (a) Section 3.04(a) All of the Disclosure Schedule lists, for each Purchased Entity (other than the Company, TCFL, TFBV, TGMBH Shares have been duly authorized and Public Finance), its name, type of entity, jurisdiction and date of its incorporation or organization, its authorized Capital Stock, the number and type of its validly issued and outstanding shares of Capital Stock are fully paid and the current ownership of non-assessable, and such Capital Stock. Except as disclosed in Section 3.04(a) of the Disclosure Schedule, the Company owns (or, after giving effect to the provisions of Section 5.12, will own), directly or indirectly, Purchased Entity Shares collectively constitutes all of the issued and outstanding Capital Stock of each equity interests of the other Purchased Entities. Except for the Purchased Entity Shares, free and clear of all Encumbrances, and all such Capital Stock is (or will be at Closing) duly authorized and validly issued, fully paid and nonassessable and free of preemptive rights. There there are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments similar ownership interests of any character (including stock appreciation rights, phantom stock class or similar rights) relating to the Capital Stock type of the Purchased Entities or obligating the Parent, the Seller or any of its Affiliates (including the Purchased Entities) to issue or sell any shares of Capital Stock of in any of the Purchased Entities. There Except as set forth on Section 3.2(a) of the Seller Disclosure Schedules, there are no voting trustsoutstanding options, stockholder agreementswarrants, proxies calls, purchase rights, subscription rights, exchange rights, convertible securities, stock appreciation, phantom stock, profit participation or similar rights or other rights, Contracts, agreements or understandings with respect commitments of any kind pursuant to which any of the voting Purchased Entities is or transfer may become obligated to (i) issue, transfer, sell or otherwise dispose of any of the Capital Stock its securities, or any securities convertible into or exercisable or exchangeable for its securities, (ii) redeem, purchase or otherwise acquire any outstanding securities of any of the Purchased EntitiesEntities or (iii) make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. No Purchased Entity Shares have been issued in violation of, or subject to, any preemptive or subscription rights. The Purchased Entity Shares are not subject to any voting trust or other Contract, arrangement or commitment, including any such Contract, arrangement or commitment restricting or otherwise relating to the voting, dividend rights or disposition of the Purchased Entity Shares, other than as contemplated by this Agreement. (b) Except as disclosed in Section 3.04(b3.2(b) of the Seller Disclosure Schedule Schedules sets forth, with respect to each Purchased Entity, its jurisdiction of formation, the number and other than the class of issued and outstanding Purchased Entities Entity Shares of such Purchased Entity and the Excluded Subsidiaries, there are no other Persons in which any holders of record of such Purchased Entity owns, of record or beneficially, any direct or indirect equity or other ownership interest (including Capital Stock) or possesses any right (contingent or otherwise) to acquire the sameShares. Except as set forth in Section 3.04(b3.2(b) of the Seller Disclosure ScheduleSchedules, there are no obligations of any Seller or another Seller Entity has good and valid title to the Purchased Entity to Shares and is the record and the beneficial owner of all such Purchased Entity Shares free and clear of all Liens (i) repurchase, redeem or otherwise acquire any shares of Capital Stock of any other Person or (ii) make any equity investment in or capital contribution to, any other Personthan Permitted Liens). Except as disclosed in set forth on Section 3.04(b3.2(b) of the Seller Disclosure Schedule and other than in respect of another Purchased EntitySchedules, no Purchased Entity is a member of (nor is owns or holds the right to acquire any part of its business conducted through) any partnershipstock, partnership interest, joint venture interest, or similar entityother equity ownership interest in any other Person.

Purchased Entities. (a) Section 3.04(a) All of the Disclosure Schedule lists, for each Direct Purchased Entity (other than the Company, TCFL, TFBV, TGMBH and Public Finance), its name, type of entity, jurisdiction and date of its incorporation or organization, its authorized Capital Stock, the number and type of its issued and outstanding shares of Capital Stock Shares and the current ownership of such Capital Stock. Except as disclosed in Section 3.04(a) outstanding equity interests of the Disclosure Schedule, the Company owns other Purchased Entities have been (or, after giving effect to in the provisions case of Section 5.12Direct Purchased Entity Shares or outstanding equity interests of Direct Purchased Entities or Purchased Entities that have not been formed as of the date of this Agreement, will ownbe as of the Closing) duly authorized and validly issued and are fully paid and non-assessable (in jurisdictions where such concept is applicable), directly and such Direct Purchased Entity Shares or indirectlyother outstanding equity interests will constitute, as of the Closing, all of the issued and outstanding Capital Stock equity interests of the Purchased Entities. There are no outstanding options, warrants, calls, preemptive rights, “phantom” stock rights, purchase rights, subscription rights, exchange rights or other rights, convertible securities, agreements or commitments of any kind pursuant to which any of the Purchased Entities is or may become obligated to: (a) issue, transfer, sell or otherwise dispose of any of its equity interests, or (b) redeem, purchase or otherwise acquire any outstanding Direct Purchased Entity Shares or outstanding equity interests of any other Purchased Entity, in each case, other than as may be set forth in the Organizational Documents of such Purchased Entity that have been made available to Purchaser. The applicable Seller Entity has (or, in the case of Direct Purchased Entities that have not been formed as of the date of this Agreement, will have as of the Closing) good and valid title to the Direct Purchased Entity Shares, and a Purchased Entity has (or, in the case of Purchased Entities that have not been formed as of the date of this Agreement, will have as of the Closing) good and valid title to all of the outstanding equity interests of each of the other Purchased Entities, in each case, free and clear of all Encumbrancesany Liens (other than any restrictions under applicable securities laws). Section 3.2 of the Seller Disclosure Schedules sets forth, and all such Capital Stock is as of the date of this Agreement, (or will be at Closingx) duly the authorized and validly issued, fully paid and nonassessable and free capital stock of preemptive rights. There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character (including stock appreciation rights, phantom stock or similar rights) relating to the Capital Stock each of the Purchased Entities or obligating that has been formed and (y) the Parent, the Seller or any number of its Affiliates (including the Purchased Entities) to issue or sell any shares of Capital Stock each class or series of any capital stock of each of the Purchased EntitiesEntities that has been formed that are issued and outstanding, together with the registered holder thereof. The Direct Purchased Entity Shares and the outstanding equity interests of the other Purchased Entities have not been (or, in the case of Direct Purchased Entity Shares of Direct Purchased Entities that have not been formed as of the date of this Agreement or outstanding equity interests of Purchased Entities that have not been formed as of the date of this Agreement, will not have been as of the Closing) issued in violation of any right of first refusal, preemptive, subscription or similar rights under any Law, Organizational Documents, or any commitment to which a Seller Entity or a Purchased Entity is subject, bound or a party. There are no voting trusts, stockholder agreements, proxies trusts or other agreements or understandings commitments to which any Purchased Entity is a party with respect to the voting or transfer of any of the Capital Stock of any Direct Purchased Entity Shares or outstanding equity interests of the other Purchased Entities. (b) Except as disclosed in Section 3.04(b) of the Disclosure Schedule and other than the Purchased Entities and the Excluded Subsidiaries, there are no other Persons in which any Purchased Entity owns, of record or beneficially, any direct or indirect equity or other ownership interest (including Capital Stock) or possesses any right (contingent or otherwise) to acquire the same. Except as set forth in Section 3.04(b) 3.2 of the Seller Disclosure ScheduleSchedules, there are no obligations the Purchased Entities do not own or hold the right to acquire any equity securities of any Purchased Entity to (i) repurchase, redeem or otherwise acquire any shares of Capital Stock of any other Person or (ii) make any equity investment in or capital contribution to, any other Person. Except as disclosed in Section 3.04(b) of the Disclosure Schedule and other than in respect of another Purchased Entity, no Purchased Entity is a member of (nor is any part of its business conducted through) any partnership, joint venture or similar entity.