Common use of Capitalization and Subsidiaries Clause in Contracts

Capitalization and Subsidiaries. Schedule 3.15 sets forth (a) a correct and complete list of the name and relationship to the Borrower of each Subsidiary, (b) a true and complete listing of each class of each of the Borrower’s authorized Equity Interests, of which all of such issued Equity Interests are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.15, and (c) the type of entity of the Borrower and each Subsidiary. All of the issued and outstanding Equity Interests owned by any Loan Party have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non-assessable.

Capitalization and Subsidiaries. Schedule 3.15 sets forth as of the Effective Date (a) a correct and complete list of the name and relationship to the Borrower of each SubsidiarySubsidiary of the Borrower, (b) a true and complete listing of each class of each of the Borrower’s authorized Equity Interests, of which all of such issued Equity Interests shares are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.15, and (c) the type of entity of the Borrower and each Subsidiaryof its Subsidiaries. All of the issued and outstanding Equity Interests owned by any Loan Party have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are is fully paid and non-assessable.

Capitalization and Subsidiaries. Schedule 3.15 sets forth forth, as of the Effective Date, (a) a correct and complete list of the name and relationship to the Borrower of each SubsidiaryLoan Party and their Subsidiaries, (b) a true and complete listing of each class of each of the Borrower’s authorized Equity Interests, of which all of such issued Equity Interests are validly issued, outstanding, fully paid and non-assessable, and owned ownership beneficially and of record by of all of the Persons identified on Schedule 3.15Equity Interests of each Loan Party (other than as to Equity Interests of Holdings), and (c) the type of entity of the Borrower each Loan Party and each Subsidiaryof their Subsidiaries. All of the issued and outstanding Equity Interests owned by any Loan Party have has been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are is fully paid and non-assessable.

Capitalization and Subsidiaries. Schedule 3.15 sets forth (a) a correct and complete list of the name and relationship to the Borrower Company of each Subsidiary, (b) other than with respect to Xxxxxx, a true and complete listing of each class of each of the Borrower’s Loan Parties’ authorized Equity Interests, of which all of such issued Equity Interests are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.15, and (c) the type of entity of the Borrower Company and each Subsidiary. All of the issued and outstanding Equity Interests owned by any Loan Party have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non-assessable.

Capitalization and Subsidiaries. Schedule 3.15 sets forth (a) a correct and complete list of the name and relationship to the Borrower Borrowers of each SubsidiarySubsidiary of the Borrowers as of the date hereof, (b) a true and complete listing of each class of each of the Borrower’s Borrowers’ authorized Equity Interests, of which all of such issued Equity Interests are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and assessable as of record by the Persons identified on Schedule 3.15date hereof, and (c) the type of entity of the each Borrower and each Subsidiaryof its Subsidiaries. All of the issued and outstanding Equity Interests owned by any Loan Party have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non-assessable.

Capitalization and Subsidiaries. Schedule 3.15 5.17 sets forth (a) a correct and complete list of the name and relationship to the Borrower Holdings of each Subsidiaryand all of Holdings’ Subsidiaries, (b) a true and complete listing of each class of each of the Borrower’s Holdings’ authorized Equity Interests, of which all of such issued Equity Interests shares are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.15, and (c) the type of entity of the Borrower Holdings and each Subsidiaryof its Subsidiaries. All of the issued and outstanding Equity Interests owned by any Loan Party have has been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are is fully paid and non-assessable.

Capitalization and Subsidiaries. Schedule 3.15 sets forth (a) a correct and complete list of the name and relationship to the Borrower of each Subsidiary, (b) a true and complete listing of each class of each of the Borrower’s authorized Equity Interests, of which all of such issued Equity Interests are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.15, and (c) the type of entity of the Borrower Holdings and each Subsidiary. All of the issued and outstanding Equity Interests owned by any Loan Party have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non-assessable.

Capitalization and Subsidiaries. As of the Effective Date, Schedule 3.15 sets forth (a) a correct and complete list of the name and relationship to the Borrower of each Subsidiary, (b) a true and complete listing of each class of each of the Borrower’s authorized Equity Interests, of which all of such issued Equity Interests are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.15, and (c) the type of entity of the Borrower and each Subsidiary. All of the issued and outstanding Equity Interests owned by any Loan Party have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non-assessable.

Capitalization and Subsidiaries. Schedule 3.15 sets forth (a) a correct and complete list of the name and relationship to the Borrower of each Subsidiary, (b) a true and complete listing of each class of each all of the Borrower’s authorized Equity InterestsSubsidiaries, of which all of such issued Equity Interests are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.15, and (c) including the type of entity of the Borrower and each of its Subsidiaries. Each Subsidiary which is an Inactive Subsidiary is identified on Schedule 3.15. “Inactive Subsidiary” for the purposes of this Agreement means a Subsidiary which has generated less than $1,000,000.00 in gross revenue in its most recent fiscal year, as determined from time to time. All of the issued and outstanding Equity Interests owned by any Loan Party have has been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are is fully paid and non-assessable.

Capitalization and Subsidiaries. Schedule 3.15 sets forth (a) a correct and complete list of the name and relationship to the Borrower Company of each Subsidiary, (b) other than with respect to Hxxxxx, a true and complete listing of each class of each of the Borrower’s Loan Parties’ authorized Equity Interests, of which all of such issued Equity Interests are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.15, and (c) the type of entity of the Borrower Company and each Subsidiary. All of the issued and outstanding Equity Interests owned by any Loan Party have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non-assessable.

Capitalization and Subsidiaries. Schedule 3.15 sets forth (a) a correct and complete list of the name and relationship to the Borrower Company of each Subsidiary, (b) other than with respect to Xxxxxx, a true and complete listing of each class of each of the Borrower’s Loan Parties’ authorized Equity Interests, of which all of such issued Equity Interests are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.15, and (c) the type of entity of the Borrower Company and each Subsidiary. All of the issued and outstanding Equity Interests owned by any Loan Party have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non-assessablenon‑assessable.

Capitalization and Subsidiaries. Schedule 3.15 3.14 sets forth as of the Effective Date (a) a correct and complete list of the name and relationship to the Borrower of each Subsidiary, (b) a true and complete listing of each class of each of Loan Parties’ (other than the Borrower’s ) authorized Equity Interests, of which all of such issued Equity Interests are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.153.14, and (c) the type of entity of the Borrower each Loan Party and each Subsidiaryof their Subsidiaries. All of the issued and outstanding Equity Interests owned by any Loan Party have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non-assessable.

Capitalization and Subsidiaries. Schedule 3.15 sets forth as of the Effective Date (a) a correct and complete list of the name and relationship to the Borrower of each Subsidiary, (b) a true and complete listing of each class of each of the Borrower’s authorized Equity Interests, of which all of such issued Equity Interests are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.15, and (c) the type of entity of the Borrower and each Subsidiary. All of the issued and outstanding Equity Interests owned by any Loan Party have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non-assessablenon‑assessable.

Capitalization and Subsidiaries. Schedule 3.15 3.14 sets forth (a) a correct and complete list of the name and relationship to the Borrower Borrowers of each Subsidiary, (b) a true and complete listing of each class of each of the Borrower’s authorized Equity Interests, of which all of such issued Equity Interests are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.153.14, and (c) the type of entity of the each Borrower and each Subsidiary. All of the issued and outstanding Equity Interests owned by any Loan Party have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non-assessable.

Capitalization and Subsidiaries. Schedule 3.15 sets forth (a) a correct and complete list of the name and relationship to the Borrower of each Subsidiary, (b) a true and complete listing of each class of each of the Borrower’s authorized Equity Interests, of which all of such issued Equity Interests are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.15, and (c) the type of entity of the Borrower and each Subsidiary. All of the issued and outstanding Equity Interests owned by any Loan Party have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non-assessablenon‑assessable.

Capitalization and Subsidiaries. Schedule 3.15 sets forth (a) a correct and complete list of the name and relationship to the Borrower Holdings of each Subsidiaryand all of Holdings’ Subsidiaries, (b) a true and complete listing of each class of each of the Borrower’s Loan Parties’ authorized Equity Interests, of which all of such issued Equity Interests shares are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.15, and (c) the type of entity of the Borrower and each SubsidiaryLoan Party. All of the issued and outstanding Equity Interests owned by any Loan Party have has been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are is fully paid and non-assessable.

Capitalization and Subsidiaries. Schedule 3.15 sets forth as of the Effective Date (a) a correct and complete list of the name and relationship to the Borrower of each Subsidiaryand all of the Borrower’s Subsidiaries, (b) a true and complete listing of each class of each of the Borrower’s authorized Equity Interests, of which all of such issued Equity Interests shares are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.15, and (c) the type of entity of the Borrower and each Subsidiaryof its Subsidiaries. All of the issued and outstanding Equity Interests owned by any Loan Party have has been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are is fully paid and non-assessable.

Capitalization and Subsidiaries. As of the Effective Date, Schedule 3.15 sets forth (a) a correct and complete list of the name and relationship to the Borrower Parent of each Subsidiaryand all of the Parent’s Subsidiaries, (b) a true and complete listing of each class of each of the BorrowerLoan Party’s authorized Equity Interests, of which all of such issued Equity Interests shares are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.15, and (c) the type of entity of the Borrower each Loan Party and each Subsidiaryof its Subsidiaries. All of the issued and outstanding Equity Interests owned by any Loan Party have has been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are is fully paid and non-non assessable.

Capitalization and Subsidiaries. Schedule 3.15 sets forth (a) a correct and complete list of the name and relationship to the Borrower Borrowers of each Subsidiary, (b) a true and complete listing of each class of each of the Borrower’s Borrowers’ authorized Equity Interests, of which all of such issued Equity Interests are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.15, and (c) the type of entity of the each Borrower and each Subsidiary. All of the issued and outstanding Equity Interests owned by any Loan Party have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non-assessable.

Capitalization and Subsidiaries. Schedule 3.15 3.13 sets forth (a) a correct and complete list of the name and relationship to the Borrower of each Subsidiary, (b) a true and complete listing of each class of each of the Borrower’s authorized Equity Interests, of which all of such issued Equity Interests are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.153.13, and (c) the type of entity of the Borrower and each Subsidiary. All of the issued and outstanding Equity Interests owned by any Loan Party have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non-assessable.

Capitalization and Subsidiaries. Schedule 3.15 3.16 sets forth (a) a correct and complete list of the name and relationship to the Borrower ANS of each Subsidiaryand all of its Subsidiaries, (b) a true and complete listing of each class of each of the Borrower’s Loan Parties’ authorized Equity Interests, of which all of such issued Equity Interests shares are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.153.16, and (c) the type of entity of the Borrower Loan Parties and each Subsidiaryof their Subsidiaries. All of the issued and outstanding Equity Interests owned by any Loan Party have has been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are is fully paid and non-non assessable.

Capitalization and Subsidiaries. Schedule 3.15 sets forth as of the Effective Date (a) a correct and complete list of the name and relationship to the Borrower of each Subsidiary, (b) a true and complete listing of each class of each of the Borrower’s authorized Equity Interests, of which all of such issued Equity Interests are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.15, and (c) the type of entity of the Borrower and each Subsidiary. All of the issued and outstanding Equity Interests owned by any Loan Party have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non-assessable.. ​

Capitalization and Subsidiaries. Schedule 3.15 sets forth (a) a correct and complete list of the name and relationship to the Borrower Company of each Subsidiaryand all of the Company’s Subsidiaries, (b) a true and complete listing of each class of each of the BorrowerCompany’s authorized Equity Interests, of which all of such issued Equity Interests are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.15, and (c) the type of entity of the Borrower Company and each Subsidiaryof its Subsidiaries, in each case, including after giving effect to the Specified Acquisition. All of the issued and outstanding Equity Interests owned by any Loan Party have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non-non assessable.