Subsidiary Undertakings Clause Samples
The Subsidiary Undertakings clause defines how the rights and obligations outlined in the agreement extend to companies that are controlled by one of the parties, typically referred to as subsidiaries. This clause clarifies whether the terms of the contract apply not only to the main contracting entity but also to its subsidiary companies, which may include wholly-owned or partially-owned entities. By specifying the inclusion or exclusion of subsidiaries, the clause ensures clarity regarding the scope of the agreement and helps prevent disputes about which entities are bound by or benefit from the contract's provisions.
Subsidiary Undertakings. 3.2.1 The Company does not have a subsidiary undertaking.
3.2.2 The Company has no interest in, and has not agreed to acquire an interest in, any person.
Subsidiary Undertakings. The Company does not have and has never had a subsidiary undertaking other than
Subsidiary Undertakings. The Investor shall have received duly executed undertakings in the form attached as Exhibit G to the Investor from Guangxi Liuzhou Baicaotang Cedicine Limited in connection certain matters relating 广西柳州百草堂药业有限公司贵港分公司(Guangxi Liuzhou Baicaotang Medicine Limited, Guigang Branch), 广西柳州百草堂药业有限公司来宾分公司(Guangxi Liuzhou Baicaotang Medicine Limited, Laibing Branch) and(广西柳州百草堂药业有限公司中药饮片厂(Guangxi Liuzhou Baicaotang Medicine Limited, Zhongyao Yinpian Branch) set forth therein.
Subsidiary Undertakings. 7.1 Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Group Company has been duly incorporated under the laws of its jurisdiction of incorporation and has full power and authority to own, lease and operate its assets and conduct its business.
7.2 The issued share capital of each Significant Subsidiary has been validly allotted and issued, is fully paid and no further amounts are payable to the Significant Subsidiary in respect of the issue of its share capital. None of the issued share capital of each Significant Subsidiary was issued in breach of any pre-emptive or other rights to acquire such share capital and such share capital is owned by the Company or one or more of its wholly-owned subsidiary undertakings.
7.3 The structure chart setting out all Significant Subsidiaries at Annex 7.3 of the Disclosure Letter is true and accurate in all material respects.
Subsidiary Undertakings. (a) The Company does not have any subsidiary undertakings other than the Subsidiary Undertakings.
(b) The Company has no interest in, and has not agreed to acquire an interest in or merge or consolidate with, a corporate body or any other person other than the Subsidiary Undertakings.
(c) Each allotted and issued share in the capital of each Subsidiary Undertaking is legally and beneficially owned by a Group Company alone and is fully paid or credited as fully paid.
(d) There is no Encumbrance, and there is no agreement, arrangement or obligation to create or give an Encumbrance, in relation to a share or unissued share in the capital of a Subsidiary Undertaking other than an Encumbrance arising as a result of security granted in relation to the Bank Facilities.
Subsidiary Undertakings. 5.1 No Target Group Company has any subsidiary undertaking other than the Subsidiaries, and has not agreed to acquire an interest in or merge or consolidate with, a corporate body or any other person other than the Subsidiaries.
5.2 Save as set out in Part 2 of Schedule 1 (Target Group), each issued share in the capital of each Subsidiary is legally and beneficially owned by a Target Group Company alone, has been properly issued and is fully paid or credited as fully paid. There is no Encumbrance, and there is no agreement, arrangement or obligation to create or give an Encumbrance, in relation to any share in the capital of a Subsidiary held by a member of the Seller’s Group or any unissued share in the capital of a Subsidiary. So far as the Seller is aware, no person has claimed to be entitled to an Encumbrance in relation to any of those shares.
Subsidiary Undertakings. 2.2.1 The Company does not have and has never had a subsidiary undertaking other than the Subsidiary Undertakings. No Group Company has an interest in, nor has it agreed to acquire an interest in, a corporate body, association or partnership other than the Subsidiary Undertakings.
2.2.2 Each allotted and issued share in the capital of each Subsidiary Undertaking is legally and beneficially owned by a Group Company alone, has been properly allotted and issued and is fully paid or credited as fully paid.
2.2.3 There is no Encumbrance, and there is no agreement, arrangement or obligation to create or give an Encumbrance, in relation to a share or unissued share in the capital of a Subsidiary Undertaking. No Manager has received written notification from a person claiming to be entitled to an Encumbrance in relation to any of those shares and no Manager is aware of any such claim.
Subsidiary Undertakings. Digital is the only subsidiary undertaking of Digital Holdco.
Subsidiary Undertakings. AES does not have and has never had a subsidiary undertaking. AES has no interest in, and has not agreed to acquire an interest in a corporate body or other undertaking.
Subsidiary Undertakings. 1.2.1 Other than the Subsidiaries:
(a) the Company does not have, and has not within the last three years had, a subsidiary undertaking; and
(b) the Company does not hold shares in the capital of another company.
1.2.2 Each allotted and issued share in the capital of each Subsidiary is legally and beneficially owned by the Company and is fully paid or credited as fully paid.
1.2.3 There is no Encumbrance in relation to a share or any unissued shares in the capital of a Subsidiary.
1.2.4 There is no agreement requiring the allotment, issue, transfer, redemption or repayment of, or the grant to a person (other than the Company) of the right (conditional or not) to require the allotment, issue, transfer, redemption or repayment of, a share in the capital of a Subsidiary.
1.2.5 Each Group Company operates its business in accordance with its memorandum and articles of association.