Common use of Capital Structure; Subsidiaries Clause in Contracts

Capital Structure; Subsidiaries. The corporate capital and ownership structure of the Consolidated Parties (as of the most recent update of such schedule in accordance with Section 7.02 hereof) is as described in Schedule 6.13(a). Set forth on Schedule 6.13(b) is a complete and accurate list (as of the most recent update of such schedule in accordance with Section 7.02 hereof) with respect to each of the direct and indirect Subsidiaries of the Borrower of (i) jurisdiction of organization, (ii) number of ownership interests of each class of Capital Stock outstanding, (iii) number and percentage of outstanding ownership interests of each class owned (directly or indirectly) by the Consolidated Parties and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto as of the Closing Date. The outstanding Capital Stock of all such Persons is validly issued, fully paid and non-assessable and is owned by the Consolidated Parties, directly or indirectly, in the manner set forth on Schedule 6.13(b), free and clear of all Liens (other than Permitted Liens or, in the case of the Capital Stock of the Loan Parties, those arising under or contemplated in connection with the Loan Documents). Other than as set forth in Schedule 6.13(b), no Consolidated Party has outstanding any securities convertible into or exchangeable for its Capital Stock nor does any such Person have outstanding any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to its Capital Stock. Set forth on Schedule 6.13(c) is a complete and accurate list of all Excluded Entities (as of the most recent update of such schedule in accordance with Section 7.02 hereof). Set forth on Schedule 6.13(d) is a complete and accurate list (as of the most recent update of such schedule in accordance with Section 7.02 hereof) of all other Persons in which any Consolidated Party owns any Capital Stock (other than those set forth on Schedule 6.13(b)).

Capital Structure; Subsidiaries. The corporate capital and ownership structure of the Consolidated Parties (as of the most recent update of such schedule in accordance with Section 7.02 hereof) Closing Date is as described in Schedule 6.13(a). Set forth on Schedule 6.13(b) is a complete and accurate list (as of the most recent update of such schedule in accordance with Section 7.02 hereof) Closing Date with respect to each of the direct and indirect Subsidiaries of the Borrower of (i) jurisdiction of organizationincorporation or formation, (ii) number of ownership interests shares of each class of Capital Stock outstanding, (iii) number and percentage of outstanding ownership interests shares of each class owned (directly or indirectly) by the Consolidated Parties and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto as of the Closing Date. The outstanding Capital Stock of all such Persons is validly issued, fully paid and, with respect to incorporated Loan Parties, non‑assessable and non-assessable and as of the Closing Date is owned by the Consolidated Parties, directly or indirectly, in the manner set forth on Schedule 6.13(b), free and clear of all Liens (other than Permitted Liens or, in the case of the Capital Stock of the Loan Parties, those arising under or contemplated in connection with the Loan Documents). Other than as set forth in Schedule 6.13(b), no Consolidated Party as of the Closing Date none of the Borrower’s Subsidiaries has outstanding any securities convertible into or exchangeable for its Capital Stock nor does any such Person have outstanding any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to its Capital Stock. Set forth on Schedule 6.13(c) is a complete and accurate list of all Excluded Entities (as of the most recent update of such schedule in accordance with Section 7.02 hereof). Set forth on Schedule 6.13(d) is a complete and accurate list (as of the most recent update of such schedule in accordance with Section 7.02 hereof) of all other Persons in which any Consolidated Party owns any Capital Stock (other than those set forth on Schedule 6.13(b)).

Capital Structure; Subsidiaries. The corporate capital and ownership structure of the Consolidated Parties (as of the most recent update of such schedule in accordance with Section 7.02 hereof) Closing Date is as described in Schedule 6.13(a). Set forth on Schedule 6.13(b) is a complete and accurate list (as of the most recent update of such schedule in accordance with Section 7.02 hereof) Closing Date with respect to each of the direct and indirect Subsidiaries of the Borrower of (i) jurisdiction of organizationincorporation, (ii) number of ownership interests of each class of Capital Stock outstanding, (iii) number and percentage of outstanding ownership interests shares of each class owned (directly or indirectly) by the Consolidated Parties and the number of such shares owned by the Consolidated Parties with respect to the Loan Parties or where the Consolidated Parties own less than 100.0% of the applicable entity and (iviii) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto as of the Closing Date. The outstanding Capital Stock of all such Persons is validly issued, fully paid and non-assessable and is owned by the Consolidated Parties, directly or indirectly, in the manner set forth on Schedule 6.13(b), free and clear of all Liens (other than Permitted Liens or, in the case of the Capital Stock of the Loan Parties, those arising under or contemplated in connection with the Loan Documents). Other than as set forth in Schedule 6.13(b), no Consolidated Party neither the Borrower nor any of the other Loan Parties has outstanding any securities convertible into or exchangeable for its Capital Stock nor does any such Person have outstanding any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to its Capital Stock. Set As of the Closing Date, the Borrower has no equity investments in any other Person constituting 10.0% of more of the outstanding equity interests in such Person other than those equity investments set forth on Schedule 6.13(c) is a complete and accurate list of all Excluded Entities (as of the most recent update of such schedule in accordance with Section 7.02 hereof). Set forth on Schedule 6.13(d) is a complete and accurate list (as of the most recent update of such schedule in accordance with Section 7.02 hereof) of all other Persons in which any Consolidated Party owns any Capital Stock (other than those set forth on Schedule 6.13(b))hereto.

Capital Structure; Subsidiaries. The corporate capital and ownership structure of the Consolidated Parties (as of the most recent update of such schedule in accordance with Section 7.02 hereof) Closing Date is as described in Schedule 6.13(a). Set forth on Schedule 6.13(b) is a complete and accurate list (as of the most recent update of such schedule in accordance with Section 7.02 hereof) Closing Date with respect to each of the direct and indirect Subsidiaries of the Borrower of (i) jurisdiction of organizationincorporation, (ii) number of ownership interests of each class of Capital Stock outstanding, (iii) number and percentage of outstanding ownership interests shares of each class owned (directly or indirectly) by the Consolidated Parties and the number of such shares owned by the Consolidated Parties with respect to the Loan Parties or where the Consolidated Parties own less than 100.0% of the applicable entity and (iviii) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto as of the Closing Date. The outstanding Capital Stock of all such Persons is validly issued, fully paid and non-assessable and is owned by the Consolidated Parties, directly or indirectly, in the manner set forth on Schedule 6.13(b), free and clear of all Liens (other than Permitted Liens or, in the case of the Capital Stock of the Loan Parties, those arising under or contemplated in connection with the Loan Documents). Other As of the Closing Date, other than as set forth in Schedule 6.13(b), no Consolidated Party neither the Borrower nor any of the other Loan Parties has outstanding any securities convertible into or exchangeable for its Capital Stock nor does any such Person have outstanding any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to its Capital Stock. Set As of the Closing Date, the Borrower has no equity investments in any other Person constituting 10.0% of more of the outstanding equity interests in such Person other than those equity investments set forth on Schedule 6.13(c) is a complete and accurate list of all Excluded Entities (as of the most recent update of such schedule in accordance with Section 7.02 hereof). Set forth on Schedule 6.13(d) is a complete and accurate list (as of the most recent update of such schedule in accordance with Section 7.02 hereof) of all other Persons in which any Consolidated Party owns any Capital Stock (other than those set forth on Schedule 6.13(b))hereto.

Capital Structure; Subsidiaries. The corporate capital and ownership structure of the Consolidated Parties (as of the most recent update of such schedule in accordance with Section 7.02 hereof) Closing Date is as described in Schedule 6.13(a). Set forth on Schedule 6.13(b) is a complete and accurate list (as of the most recent update of such schedule in accordance with Section 7.02 hereof) Closing Date with respect to the MLP Parent and each of the its direct and indirect Subsidiaries of the Borrower of (i) jurisdiction of formation or organization, (ii) number of ownership interests shares of each class of Capital Stock outstanding, (iii) number and percentage of outstanding ownership interests shares of each class owned (directly or indirectly) by the Consolidated Parties and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto as of the Closing Date. The outstanding Capital Stock of all such Persons is validly issued, fully paid and non-assessable and is owned by the Consolidated Parties, directly or indirectly, in the manner set forth on Schedule 6.13(b), free and clear of all Liens (other than Permitted Liens or, in the case of the Capital Stock of the Loan Parties, those arising under or contemplated in connection with the Loan Documents). Other than as set forth in Schedule 6.13(b), no Consolidated Party neither the Borrower nor any of its Subsidiaries has outstanding any securities convertible into or exchangeable for its Capital Stock nor does any such Person have outstanding any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to its Capital Stock. Set As of the Closing Date, the Borrower has no equity investments in any other Person constituting 5% or more of the outstanding equity interests in such Person other than those equity investments set forth on Schedule 6.13(c) is a complete and accurate list of all Excluded Entities (as of the most recent update of such schedule in accordance with Section 7.02 hereof). Set forth on Schedule 6.13(d) is a complete and accurate list (as of the most recent update of such schedule in accordance with Section 7.02 hereof) of all other Persons in which any Consolidated Party owns any Capital Stock (other than those set forth on Schedule 6.13(b))hereto.

Capital Structure; Subsidiaries. The corporate capital and ownership structure of the Consolidated Parties (as of the most recent update of such schedule in accordance with Section 7.02 hereof) Closing Date is as described in Schedule 6.13(a9.1.13(a). Set forth on Schedule 6.13(b9.1.13(b) is a complete and accurate list (as of the most recent update of such schedule in accordance with Section 7.02 hereof) Closing Date with respect to the Company and each of the its direct and indirect Subsidiaries of the Borrower of (i) jurisdiction of formation or organization, (ii) number of ownership interests shares of each class of Capital Stock Equity Interests outstanding, (iii) number and percentage of outstanding ownership interests shares of each class owned (directly or indirectly) by the Consolidated Parties and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto as of the Closing Date. The outstanding Capital Stock Equity Interests of all such Persons is validly issued, fully paid and non-assessable and is owned by the Consolidated Parties, directly or indirectly, in the manner set forth on Schedule 6.13(b9.1.13(b), free and clear of all Liens (other than Permitted Liens or, in the case of the Capital Stock of the Loan Parties, those arising under or contemplated in connection with the Loan Documents). Other than as set forth in Schedule 6.13(b9.1.13(b), no Consolidated Party neither the Company nor any of its Subsidiaries has outstanding any securities convertible into or exchangeable for its Capital Stock Equity Interests nor does any such Person have outstanding any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to its Capital StockEquity Interests. Set forth on Schedule 6.13(c) is a complete and accurate list of all Excluded Entities (as As of the most recent update of such schedule Closing Date, the Company has no equity investments in accordance with Section 7.02 hereof). Set forth on Schedule 6.13(d) is a complete and accurate list (as any other Person constituting 5% or more of the most recent update of outstanding equity interests in such schedule in accordance with Section 7.02 hereof) of all other Persons in which any Consolidated Party owns any Capital Stock (Person other than those equity investments set forth on Schedule 6.13(b))9.1.13(c) hereto.

Capital Structure; Subsidiaries. The corporate capital and ownership structure of the Consolidated Parties (as of the most recent update of such schedule in accordance with Section 7.02 hereof) Closing Date is as described in Schedule 6.13(a). Set forth on Schedule 6.13(b) is a complete and accurate list (as of the most recent update of such schedule in accordance with Section 7.02 hereof) Closing Date with respect to each of the direct and indirect Subsidiaries of the Borrower of (i) jurisdiction of organizationincorporation or formation, (ii) number of ownership interests shares of each class of Capital Stock outstanding, (iii) number and percentage of outstanding ownership interests shares of each class owned (directly or indirectly) by the Consolidated Parties and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto as of the Closing Date. The outstanding Capital Stock of all such Persons is validly issued, fully paid and and, with respect to incorporated Loan Parties, non-assessable and as of the Closing Date is owned by the Consolidated Parties, directly or indirectly, in the manner set forth on Schedule 6.13(b), free and clear of all Liens (other than Permitted Liens or, in the case of the Capital Stock of the Loan Parties, those arising under or contemplated in connection with the Loan Documents). Other than as set forth in Schedule 6.13(b), no Consolidated Party as of the Closing Date none of the Borrower’s Subsidiaries has outstanding any securities convertible into or exchangeable for its Capital Stock nor does any such Person have outstanding any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to its Capital Stock. Set forth on Schedule 6.13(c) is a complete and accurate list of all Excluded Entities (as of the most recent update of such schedule in accordance with Section 7.02 hereof). Set forth on Schedule 6.13(d) is a complete and accurate list (as of the most recent update of such schedule in accordance with Section 7.02 hereof) of all other Persons in which any Consolidated Party owns any Capital Stock (other than those set forth on Schedule 6.13(b)).

Capital Structure; Subsidiaries. The corporate capital and ownership structure of the Consolidated Parties (Parties, as of the most recent update of such schedule in accordance with Section 7.02 hereof) Closing Date, is as described in Schedule 6.13(a). Set forth on Schedule 6.13(b) is a complete and accurate list (list, as of the most recent update of such schedule in accordance with Section 7.02 hereof) Closing Date, with respect to each of the direct and indirect Subsidiaries of the Borrower of Parent including (i) jurisdiction of organizationincorporation, (ii) number of ownership interests of each class of Capital Stock outstanding, (iii) number and percentage of outstanding ownership interests shares of each class owned (directly or indirectly) by the Consolidated Parties and the number of such shares owned by the Consolidated Parties with respect to the Loan Parties or where the Consolidated Parties own less than one hundred percent (iv100%) of the applicable entity and (iii) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto as thereto. As of the Closing Date. The , the outstanding Capital Stock of all such Persons is validly issued, fully paid and non-assessable and is owned by the Consolidated Parties, directly or indirectly, in the manner set forth on Schedule 6.13(b), free and clear of all Liens (other than Permitted Liens or, in the case of the Capital Stock of the Loan Parties, those arising under or contemplated in connection with the Loan Documents). Other As of the Closing Date, other than as set forth in Schedule 6.13(b), no Consolidated Party neither the Parent nor any of the other Loan Parties has outstanding any securities convertible into or exchangeable for its Capital Stock nor does any such Person have outstanding any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to its Capital Stock. Set forth on Schedule 6.13(c) is a complete and accurate list of all Excluded Entities (as of the most recent update of such schedule in accordance with Section 7.02 hereof). Set forth on Schedule 6.13(d) is a complete and accurate list (as of the most recent update of such schedule in accordance with Section 7.02 hereof) of all other Persons in which any Consolidated Party owns any Capital Stock (other than those set forth on Schedule 6.13(b)).

Capital Structure; Subsidiaries. The corporate capital and ownership structure of the Consolidated Parties (as of the most recent update of such schedule in accordance with Section 7.02 hereof) Closing Date after giving effect to the Transaction is as described in Schedule 6.13(a). Set forth on Schedule 6.13(b) is a complete and accurate list (as of the most recent update of such schedule in accordance with Section 7.02 hereof) Closing Date with respect to each of the Borrower's direct and indirect Subsidiaries of the Borrower of (i) jurisdiction of organizationincorporation, (ii) number of ownership interests shares of each class of Capital Stock outstanding, (iii) number and percentage of outstanding ownership interests shares of each class of Capital Stock owned (directly or indirectly) by the Consolidated Parties and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto as of the Closing Date. The outstanding Capital Stock of all such Persons Subsidiaries is validly issued, fully paid and non-assessable and is owned by the indicated Consolidated Parties, directly or indirectly, in the manner set forth on Schedule 6.13(b), free and clear of all Liens (other than Permitted Liens or, in the case of the Capital Stock of the Loan Parties, those arising under or contemplated in connection with the Loan Documents). Other than as set forth in Schedule 6.13(b), no Consolidated Party none of the Borrower's Subsidiaries has outstanding any securities convertible into or exchangeable for its Capital Stock nor does any such Person have outstanding any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to its Capital Stock. Set As of the Closing Date, the Borrower has no equity investments in any other Person that is not a Subsidiary constituting 5% of more of the outstanding equity interests in such Person other than those equity investments set forth on Schedule 6.13(c) is a complete and accurate list of all Excluded Entities (as hereto. As of the most recent update of such schedule in accordance with Section 7.02 hereof). Set forth on Schedule 6.13(d) is a complete and accurate list (as Closing Date, the Material Subsidiaries of the most recent update of such schedule in accordance with Section 7.02 hereofBorrower are: (1) of all other Persons in which any Consolidated Party owns any Capital Stock Genesco Brands, Inc. a Delaware corporation, (other than those set forth on Schedule 6.13(b))2) Hat World Corporation, a Delaware corporation and (3) Hat World Inc., a Minnesota corporation.

Capital Structure; Subsidiaries. The corporate capital and ownership structure of the Consolidated Parties (as of the most recent update of such schedule in accordance with Section 7.02 hereof) Closing Date is as described in Schedule 6.13(a). Set forth on Schedule 6.13(b) is a complete and accurate list (as of the most recent update of such schedule in accordance with Section 7.02 hereof) Closing Date with respect to each of the direct and indirect Subsidiaries of the Borrower of (i) jurisdiction of organizationincorporation or formation, (ii) number of ownership interests shares of each class of Capital Stock outstanding, (iii) number and percentage of outstanding ownership interests shares of each class owned (directly or indirectly) by the Consolidated Parties and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto as of the Closing Date. The outstanding Capital Stock of all such Persons is validly issued, fully paid and, with respect to incorporated Loan Parties, non‑assessable and non-assessable and as of the Closing Date is owned by the Consolidated Parties, directly or indirectly, in the manner set forth on Schedule 6.13(b), free and clear of all Liens (other than Permitted Liens or, in the case of the Capital Stock of the Loan Parties, those arising under or contemplated in connection with the Loan Documents). Other than as set forth in Schedule 6.13(b), no Consolidated Party as of the Closing Date none of the Borrower's Subsidiaries has outstanding any securities convertible into or exchangeable for its Capital Stock nor does any such Person have outstanding any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to its Capital Stock. Set forth on Schedule 6.13(c) is a complete and accurate list of all Excluded Entities (as of the most recent update of such schedule in accordance with Section 7.02 hereof). Set forth on Schedule 6.13(d) is a complete and accurate list (as of the most recent update of such schedule in accordance with Section 7.02 hereof) of all other Persons in which any Consolidated Party owns any Capital Stock (other than those set forth on Schedule 6.13(b)).