Subsidiaries and Branches Sample Clauses

Subsidiaries and Branches. 3.1 The Company has no interest in nor is it under a subsisting obligation to acquire any interest in any shares, debentures or other securities of any other body corporate. 3.2 The Company has no agency, branch or other place of business or permanent establishment outside the United Kingdom.

Subsidiaries and Branches. A subsidiary or branch of a non-Qatari entity (including a US entity) carrying on a business, as a Custodial Institution, a Depository Institution, an Investment Entity or a Specified Insurance Company in Qatar, will be a Reporting Qatari Financial Institution. Subsidiaries and branches of Qatari tax resident Financial Institutions that are not located in Qatar are excluded from the scope of the Agreement and will not be regarded as Qatari Financial Institutions. These entities will be covered by the relevant rules in the jurisdiction in which they are located. Those rules will either be the US Treasury Regulations or the legislation introduced to bring effect to an Agreement between that jurisdiction and the US. However, where such subsidiaries and branches act as introducers with regard to a Financial Account and the relevant account is held and maintained in Qatar by a Qatari Financial Institution, the account will be within the scope of the Qatari IGA. The Qatari Financial Institution maintaining the account(s) will be required to undertake the appropriate due diligence processes and report the appropriate details to QCB FATCA Unit. Where a Qatari Specified Insurance Company has an overseas branch, it may not be immediately apparent whether the policies in respect of the branch are reportable under the Agreement or not, due to the fact that the assets backing all policies form part of the Long Term Business Fund of the Qatari Specified Insurance Company. Whether they are reportable will be dependent on factors such as: • Whether the branch issues the policy or merely acts as an introducing agent or marketing entity; • Where the risk is accepted; • The governing law of the policy; • Whether the insurer has registered the overseas branch as a Financial Institution. Where the policies are issued by the overseas branch and where the branch is registered as a Financial Institution, those policies would not form part of the Agreement, but would be subject to the reporting requirements (if any) of the jurisdiction in which the branch is situated. Where the branch acts as an introducer to policies that are issued in Qatar, then those policies will be governed by the Agreement. Example 1 - Bank located in Qatar ABC Bank, located in Qatar, has within its group the following entities: • it’s parent (P), located in KSA; • a subsidiary (S) located in Doha; • a foreign subsidiary (D) located in Model 1 Partner Jurisdiction; • a foreign branch (F) located in Model 2 ...

Subsidiaries and Branches. 1.1 No Group Company has any direct interest in or is under a subsisting obligation to acquire any interest in any shares, debentures or other securities of any other body corporate other than another Group Company. 1.2 No Group Company has any branch or other place of business or permanent establishment outside the United Kingdom or the United States of America.

Subsidiaries and Branches. It does not presently own or Control, directly or indirectly, any interest in any other corporation, association, or other business entity, and is not a participant in any joint venture, partnership, or similar arrangement, except as set forth in Schedule D. Its particulars as set forth in Schedule D are true and accurate in all respects and the percentage of its share capital shown therein as 20 owned or Controlled by it is beneficially owned and free and clear of all Encumbrances. There is no agreement or arrangement in force which calls for the present or future issue or sale of, or grant to any person the right (whether conditional or otherwise) to call for the issue, sale or transfer of any of its share or loan capital (including any of its option, notes, warrants or other securities or rights convertible or ultimately convertible into shares or equity interests).

Subsidiaries and Branches. 3.1 No Group Company has any interest in or is under a subsisting obligation to acquire any interest in any shares, debentures or other securities of any other body corporate. 3.2 No Group Company has any branch or other place of business outside the country of its incorporation other than the Company’s representative offices in Moscow and branch in Italy (details of which are set out in the Disclosure Letter).

Subsidiaries and Branches. 5.1. The Company has no interest in any Sale Shares, debentures, or other securities of, or any other membership interest in, any undertaking and the Company is not under a subsisting obligation to acquire any such interest. 5.2. The Company has no agency, branch or other place of business or permanent establishment outside the United Kingdom.

Subsidiaries and Branches. A subsidiary or branch of a non-UK entity (including a US entity) carrying on a business, as a Custodial Institution, a Depository Institution, an Investment Entity, a relevant Holding Company, a Treasury Company or a Specified Insurance Company in the UK, will be a Reporting UK Financial Institution. Subsidiaries and branches of UK tax resident Financial Institutions that are not located in the UK are excluded from the scope of the UK Agreement and will not be regarded as UK Financial Institutions. These entities will be covered by the relevant rules in the jurisdiction in which they are located. Those rules will either be the US Regulations or the legislation introduced to bring effect to an Agreement between that jurisdiction and the US. However, where such subsidiaries and branches act as introducers with regard to a Financial Account and the relevant account is held and maintained in the UK by a UK Financial Institution and is subject to UK Regulatory requirements, the account will be within the scope of the UK Agreement. The UK Financial Institution maintaining the account(s) will be required to undertake the appropriate due diligence processes and report the appropriate details to HMRC. Albion Bank PLC, located in London, has within its group the following entities: a subsidiary (S) located in Edinburgh, a foreign subsidiary (D) located in Partner Jurisdiction 1 a foreign branch (F) located in Partner Jurisdiction 2 a foreign branch (X) located in Eurasia and a foreign branch (Y) located in New York Under the terms of the Agreement: Albion Bank in London and its subsidiary S will be UK Financial Institutions and report to HMRC. D and F will be classified under the Agreement as Partner Jurisdiction Financial Institutions and will report to their respective jurisdictions. X will be a Limited FFI and will have to identify itself as a Non Participating Foreign Financial Institution for withholding/reporting purposes if Eurasia does not have an Agreement with the US and if X cannot enter into an FFI Agreement directly with the IRS due to legal or other impediments. However, X will have to undertake the obligations required under the US Regulations as far as it is legally able to do so. Y will report on UK persons who hold accounts to the IRS.

Subsidiaries and Branches. (1) Schedule 6.2(C) sets forth branches of the Group Companies and for each Group Company its corporate name, corporate form, jurisdiction of incorporation, nominal amount of share capital, number of shares and ownership of such shares as of the date hereof. Such details are true and accurate. (2) All the shares of each Group Company are duly and validly issued, fully paid up and are validly and directly owned by the Company as shown in Schedule 6.2(C), free and clear of all Liens, and there is no dispute concerning the title to the shares of each Group Company or in relation to the forced sale of the shares of any Group Company, and no other person has claimed to have title to the same or to be entitled to any interest therein. (3) There are no outstanding options, warrants, bonds, Securities, financial instruments or other rights obligating a Group Company to issue shares or other Securities of any nature giving rise to a right over, or an interest in, its or another Group Company's share capital. (4) Other than the Subsidiaries, there are no other corporations, partnerships, joint ventures, trust arrangements or similar arrangements, or other Entities in which any Group Company owns or has agreed to purchase, any shares or any direct or indirect equity interest or of which any Group Company is a member.

Subsidiaries and Branches. 5.1 No Group Company has any branch or permanent establishment outside its jurisdiction of incorporation. 5.2 No Group Company is under any obligation of any kind whatsoever to sell, create any Encumbrance, deliver, transfer or otherwise dispose of any of the shares in the Subsidiaries. 5.3 There are no restrictions affecting the rights attached to the shares in the Subsidiaries. None of the rights attached to the shares in the Subsidiaries, and in particular voting rights or rights to dividends, have been transferred to, or may be exercised by, any person other than the owner of the shares in the Subsidiaries, by virtue of a power of attorney or otherwise. 5.4 Except for the shares in the Subsidiaries, no other type of shares, with or without voting rights, profit shares (parts bénéficiaires), securities or founders’ shares (parts de fondateur) have been issued by the relevant Group Companies. 5.5 There is no agreement or commitment of any kind whereby any Group Company is or could be obligated to (i) issue any new shares or other securities, or (ii) purchase or redeem any of the shares in the Subsidiaries.