Common use of Subsidiaries and Affiliated Entities Clause in Contracts

Subsidiaries and Affiliated Entities. (a) Attached as Exhibit 3.3 to the MedPartners Disclosure Schedule is a list of all subsidiaries of MedPartners (individually, a "MedPartners Subsidiary", and collectively, the "MedPartners Subsidiaries") and their states of incorporation and all professional corporations or professional associations (the "MedPartners Professional Corporations") of which MedPartners has control and with which it is affiliated and their states of incorporation. As used herein, a MedPartners Professional Corporation shall not include a professional corporation with which MedPartners has a service or management agreement and which is owned by individual physician-shareholders, the majority of whom do not have any financial or other relationship individually with MedPartners. Except as set forth in Exhibit 3.3 to A-9 10 the MedPartners Disclosure Schedule, MedPartners does not control, directly or indirectly, any other corporation, association, partnership or business organization. The outstanding shares of capital stock or other equity interests of each MedPartners Subsidiary have been duly authorized and are validly issued, fully paid and nonassessable. All shares of capital stock or other equity interests of each MedPartners Subsidiary owned by MedPartners or any of its subsidiaries are owned by MedPartners, either directly or indirectly, free and clear of all liens, encumbrances, equities or claims. (b) Also disclosed in Exhibit 3.3 to the MedPartners Disclosure Schedule is a list of all general or limited partnerships in which a general partner is MedPartners, a MedPartners Subsidiary or another partnership controlled by MedPartners (individually, a "MedPartners Partnership" and collectively, the "MedPartners Partnerships"), and all limited liability companies in which MedPartners or a MedPartners Subsidiary is a member or manager (individually, a "MedPartners LLC"; the MedPartners Professional Corporations and the MedPartners LLCs being collectively called the "Other MedPartners Entities"), and their states of organization. All interests of each Other MedPartners Entity owned by MedPartners or any of its subsidiaries are owned by MedPartners, either directly or indirectly, free and clear of all liens, encumbrances, equities or claims. (c) Except as set forth in Exhibit 3.3 to the MedPartners Disclosure Schedule, neither MedPartners nor any MedPartners Subsidiary, MedPartners Partnership or Other MedPartners Entity controls, directly or indirectly, any other joint venture or partnership. (d) Although the financial results of the medical groups affiliated with MedPartners physician practice management business are consolidated for accounting purposes on the MedPartners Balance Sheet, the terms "MedPartners Subsidiary" and "Other MedPartners Entity" do not include any affiliated medical groups. 3.4

Subsidiaries and Affiliated Entities. (a) Attached as Exhibit 3.3 5.4 to the MedPartners Disclosure Schedule is a list of all subsidiaries of MedPartners (individually, a "MedPartners Subsidiary", and collectively, the "MedPartners Subsidiaries") and their states of incorporation and all professional corporations or professional associations (the "MedPartners Professional Corporations") of which MedPartners has control and with which it is affiliated and their states of incorporation. As used herein, a MedPartners Professional Corporation shall not include a professional corporation with which MedPartners has a service or management agreement and which is owned by individual physician-shareholders, the majority of whom do not have any financial or other relationship individually with MedPartners. Except as set forth in Exhibit 3.3 to A-9 10 the MedPartners Disclosure Schedule, MedPartners does not control, directly or indirectly, any other corporation, association, partnership or business organization. The outstanding shares of capital stock or other equity interests of each MedPartners Subsidiary have been duly authorized and are validly issued, fully paid and nonassessable. All shares of capital stock or other equity interests of each MedPartners Subsidiary owned by MedPartners or any of its subsidiaries are owned by MedPartners, either directly or indirectly, free and clear of all liens, encumbrances, equities or claims. (b) Also disclosed in Exhibit 3.3 5.4 to the MedPartners Disclosure Schedule is a list of all general or limited partnerships in which a general partner is MedPartners, a MedPartners Subsidiary or another partnership controlled by MedPartners (individually, individually a "MedPartners Partnership" and collectively, the "MedPartners Partnerships"), and all limited liability companies in which MedPartners or MedPartners, a MedPartners Subsidiary is a member or manager (individually, a "MedPartners LLC"; the MedPartners Professional Corporations and the MedPartners LLCs being collectively called the "Other MedPartners Entities"), and their states of organization. All interests of each Other MedPartners Entity owned by MedPartners or any of its subsidiaries are owned by MedPartners, either directly or indirectly, free and clear of all liens, encumbrances, equities or claims. (c) Except as set forth in Exhibit 3.3 to the MedPartners Disclosure Schedule5.4, neither MedPartners nor any MedPartners SubsidiarySubsidiary owns an equity interest in, MedPartners Partnership or Other MedPartners Entity controlsnor does such entity control, directly or indirectly, any other joint venture or partnership. (d) Although the financial results of the medical groups affiliated with MedPartners physician practice management business are consolidated for accounting purposes on the MedPartners Balance Sheet, the terms "MedPartners Subsidiary" and "Other MedPartners Entity" do not include any affiliated medical groups. 3.4.

Subsidiaries and Affiliated Entities. (a) Attached as Exhibit 3.3 5.4 to the MedPartners Disclosure Schedule is a list of all subsidiaries of MedPartners (individually, a "MedPartners Subsidiary", and collectively, the "MedPartners Subsidiaries") and their states of incorporation and all professional corporations or professional associations (the "MedPartners Professional Corporations") of which MedPartners has control and with which it is affiliated and their states of incorporation. As used herein, a MedPartners Professional Corporation shall not include a professional corporation with which MedPartners has a service or management agreement and which is owned by individual physician-shareholders, the majority of whom do not have any financial or other relationship individually with MedPartners. Except as set forth in Exhibit 3.3 5.4 to A-9 10 the MedPartners Disclosure Schedule, MedPartners does not control, directly or indirectly, any other corporation, association, partnership or business organization. The outstanding shares of capital stock or other equity interests of each MedPartners Subsidiary have been duly authorized and are validly issued, fully paid and nonassessable. All shares of capital stock or other equity interests interest of each MedPartners Subsidiary owned by MedPartners or any of its subsidiaries are owned by MedPartners, either directly or indirectly, free and clear of all liens, encumbrances, equities or claims. (b) Also disclosed in Exhibit 3.3 5.4 to the MedPartners Disclosure Schedule is a list of all general or limited partnerships in which a general partner is MedPartners, a MedPartners Subsidiary or another partnership controlled by MedPartners (individually, individually a "MedPartners Partnership" and collectively, the "MedPartners Partnerships"), and all limited liability companies in which MedPartners or a MedPartners Subsidiary is a member or manager (individually, a "MedPartners LLC"; the MedPartners Professional Corporations and the MedPartners LLCs being collectively called the "Other MedPartners Entities"), and their states of organization. All interests of each Other MedPartners Entity owned by MedPartners or any of its subsidiaries are owned by MedPartners, either directly or indirectly, free and clear of all liens, encumbrances, equities or claims. (c) Except as set forth in Exhibit 3.3 to the MedPartners Disclosure Schedule5.4, neither MedPartners nor any MedPartners Subsidiary, MedPartners Partnership or Other MedPartners Entity Subsidiary controls, directly or indirectly, any other joint venture or partnership. (d) Although the financial results of the medical groups affiliated with MedPartners physician practice management business are consolidated for accounting purposes on the MedPartners Balance Sheet, the terms "MedPartners Subsidiary" and "Other MedPartners Entity" do not include any affiliated medical groups. 3.4.