Common use of Ownership of Subsidiaries Clause in Contracts

Ownership of Subsidiaries. Section 1.2(h) of the Purchaser Disclosure Letter includes complete and accurate lists of all Subsidiaries owned, directly or indirectly, by the Purchaser as of the date of this Agreement, each of which is wholly-owned other than as disclosed in Section 1.2(h) of the Purchaser Disclosure Letter. Other than with respect to any rights derived from Permitted Liens, all of the issued and outstanding shares of capital stock and other ownership interests in the Subsidiaries of the Purchaser are duly authorized, validly issued, fully paid and non-assessable, and all such shares and other ownership interests held directly or indirectly by the Purchaser are legally and beneficially owned free and clear of all Liens, and there are no outstanding options, warrants, rights, entitlements, arrangements, agreements, understandings or commitments (contingent or otherwise) regarding the right to purchase or acquire, or securities convertible into or exchangeable for, any such shares of capital stock or other ownership interests in or material assets or properties of any of the Subsidiaries of the Purchaser. There are no contracts, commitments, arrangements, agreements, understandings or restrictions which require any Subsidiaries of the Purchaser to issue, sell or deliver any shares in its share capital or other ownership interests, or any securities or obligations convertible into or exchangeable for, any shares of its share capital or other ownership interests. Except as disclosed in Section 1.2(h) of the Purchaser Disclosure Letter or the Purchaser Filings, there are no outstanding options, rights, entitlements, arrangements, agreements, understandings or commitments (contingent or otherwise) providing to any third-party the right to acquire any shares or other ownership interests in any Subsidiaries of the Purchaser.

Ownership of Subsidiaries. Section 1.2(h(7) of the Purchaser Company Disclosure Letter includes complete and accurate lists of all Subsidiaries owned, directly or indirectly, by the Purchaser as of the date of this Agreement, each of which is wholly-owned other than as disclosed in Section 1.2(h) of the Purchaser Disclosure LetterCompany. Other than with respect to any rights derived from Permitted Liens, all All of the issued and outstanding shares of capital stock and other ownership interests in the Subsidiaries of the Purchaser Company are duly authorized, validly issued, fully paid and and, where the concept exists, non-assessable, and all such . All of the shares and other ownership interests of the Subsidiaries held directly or indirectly by the Purchaser Company are legally and beneficially owned free and clear of all Liens (other than Permitted Liens), and there are no outstanding options, profit interests, warrants, rights, entitlements, arrangements, agreements, understandings or commitments (pre-emptive, contingent or otherwise) or outstanding or other obligations of the Company or any of its Subsidiaries regarding the right to purchase or acquire, or securities convertible into or exchangeable for, any such shares of capital stock or other ownership interests in or material assets or properties of any of the Subsidiaries of the PurchaserCompany, except as disclosed in Section (7) of the Company Disclosure Letter. There Except as disclosed in Section (7) of the Company Disclosure Letter, there are no contractsContracts, commitments, arrangements, agreements, understandings or restrictions which require any Subsidiaries of the Purchaser Company to issue, sell or deliver any shares in its share capital or other ownership interests, profit interests or any securities or obligations convertible into or exchangeable for, any shares of its share capital or other ownership interests. Except as disclosed in Section 1.2(h(7) of the Purchaser Company Disclosure Letter Letter, the Company, directly or the Purchaser Filings, there are no outstanding options, rights, entitlements, arrangements, agreements, understandings or commitments (contingent indirectly through any of its Subsidiaries or otherwise) providing to , does not own any third-party the right to acquire equity interest of any shares or other ownership interests kind in any Subsidiaries of the Purchaserother Person.

Ownership of Subsidiaries. Section 1.2(h) of the Purchaser Disclosure Letter includes complete and accurate lists of all Subsidiaries owned, directly or indirectly, by the Purchaser as of the date of this Agreement, each of which is wholly-owned other than Except as disclosed in Section 1.2(h) of the Purchaser Offeror Public Disclosure Letter. Other than with respect to any rights derived from Permitted LiensRecord, all of the issued and outstanding shares of capital stock securities and other ownership interests in the Subsidiaries of the Purchaser Offeror’s subsidiaries are duly authorized, validly issued, fully paid and and, where the concept exists, non-assessable, and all such shares securities and other ownership interests are held directly or indirectly by the Purchaser are Offeror and are, except pursuant to restrictions on transfer contained in constating documents or pursuant to existing financing arrangements involving the Offeror or its subsidiaries, legally and beneficially owned free and clear of all LiensLiens and not subject to any proxy, and there are no outstanding options, warrants, rights, entitlements, arrangements, agreements, understandings or commitments (contingent or otherwise) regarding the right to purchase or acquire, or securities convertible into or exchangeable for, any such shares of capital stock voting trust or other ownership interests in or material assets or properties agreement relating to the voting of any of the Subsidiaries of the Purchaser. There are no contracts, commitments, arrangements, agreements, understandings or restrictions which require any Subsidiaries of the Purchaser to issue, sell or deliver any shares in its share capital or other ownership interests, or any such securities or obligations convertible into or exchangeable for, any shares of its share capital or and other ownership interests. Except as disclosed in Section 1.2(h) of the Purchaser Offeror Public Disclosure Letter or the Purchaser FilingsRecord, there are no outstanding agreements, warrants or options, rightsor any right or privilege (whether by Law, entitlementspre-emptive or contractual) capable of becoming an agreement, arrangementswarrant or option, agreementsfor the purchase, understandings allotment or commitments (contingent issuance of, or otherwise) providing to subscription for, any third-party the right to acquire any shares securities or other ownership interests in any Subsidiaries the Offeror’s subsidiaries, or any securities that are convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities or other ownership interests in any of the PurchaserOfferor’s subsidiaries. Except as disclosed in the Offeror Public Disclosure Record, there are no outstanding Contracts of any subsidiaries of the Offeror to (i) repurchase, redeem or otherwise acquire any of its securities or other ownership interests, or with respect to the voting or disposition of any outstanding securities or other ownership interests of any subsidiaries of the Offeror, (ii) make any investment in or provide any funds to (whether in the form of a loan, capital contribution or otherwise) any person, other than a wholly-owned subsidiary of the Offeror or (iii) provide any guarantee with respect to any person (other than a wholly-owned subsidiary of the Offeror). Except as disclosed in the Offeror Public Disclosure Record, neither the Offeror nor any of its subsidiaries own, directly or indirectly, any capital stock of, or other equity, joint venture or voting interests in, any person.

Ownership of Subsidiaries. Section 1.2(h) 3.3 of the Purchaser Offeror Disclosure Letter includes sets forth a complete and accurate lists list and/or chart of all Subsidiaries subsidiaries owned, directly or indirectly, by the Purchaser as of the date of this AgreementOfferor, each of which is wholly-owned other than except as disclosed otherwise set forth in Section 1.2(h) 3.3 of the Purchaser Offeror Disclosure Letter. Other than with respect to any rights derived from Permitted Liens, all All of the issued and outstanding shares of capital stock securities and other ownership interests in the Subsidiaries of the Purchaser Offeror’s subsidiaries are duly authorized, validly issued, fully paid and and, where the concept exists, non-assessable, and all such shares securities and other ownership interests are held directly or indirectly by the Purchaser Offeror and are, except pursuant to restrictions on transfer contained in constating documents or pursuant to existing financing arrangements involving the Offeror or its subsidiaries (which transfer restrictions are set forth in Section 3.3 of the Offeror Disclosure Letter), legally and beneficially owned free and clear of all LiensLiens and not subject to any proxy, voting trust or other agreement relating to the voting of such securities and there other ownership interests. There are no outstanding agreements, warrants or options, warrantsor any right or privilege (whether by Law, rightspre-emptive or contractual) capable of becoming an agreement, entitlementswarrant or option, arrangementsfor the purchase, agreements, understandings allotment or commitments (contingent or otherwise) regarding the right to purchase or acquireissuance of, or securities convertible into or exchangeable subscription for, any such shares of capital stock securities or other ownership interests in any the Offeror’s subsidiaries, or material assets any securities that are convertible into, or properties of exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities or other ownership interests in any of the Subsidiaries Offeror’s subsidiaries. Other than as set forth in Section 3.3 of the Purchaser. There Offeror Disclosure Letter, there are no contracts, commitments, arrangements, agreements, understandings or restrictions which require outstanding Contracts of any Subsidiaries subsidiaries of the Purchaser Offeror to issue(i) repurchase, sell redeem or deliver otherwise acquire any shares in of its share capital securities or other ownership interests, or with respect to the voting or disposition of any outstanding securities or obligations convertible into or exchangeable for, any shares of its share capital or other ownership interests. Except as disclosed in Section 1.2(h) of the Purchaser Disclosure Letter or the Purchaser Filings, there are no outstanding options, rights, entitlements, arrangements, agreements, understandings or commitments (contingent or otherwise) providing to any third-party the right to acquire any shares or other ownership interests in of any Subsidiaries subsidiaries of the PurchaserOfferor, (ii) make any investment in or provide any funds to (whether in the form of a loan, capital contribution or otherwise) any person, other than a wholly-owned subsidiary of the Offeror or (iii) provide any guarantee with respect to any person (other than a wholly-owned subsidiary of the Offeror). Other than the subsidiaries and other entities listed on Section 3.3 of the Offeror Disclosure Letter and any interest representing less than 10% of the outstanding shares of a publicly-listed company, neither the Offeror nor any of its subsidiaries own, directly or indirectly, any capital stock of, or other equity, joint venture or voting interests in, any person.

Ownership of Subsidiaries. Section 1.2(h) 4.4 of the Purchaser Augusta Disclosure Letter includes sets forth a complete and accurate lists list and/or chart of all Subsidiaries subsidiaries owned, directly or indirectly, by the Purchaser as of the date of this AgreementAugusta, each of which is wholly-owned other than except as disclosed otherwise set forth in Section 1.2(h) 4.4 of the Purchaser Augusta Disclosure Letter. Other than with respect to any rights derived from Permitted Liens, all All of the issued and outstanding shares of capital stock securities and other ownership interests in the Subsidiaries of the Purchaser Augusta’s subsidiaries are duly authorized, validly issued, fully paid and and, where the concept exists, non-assessable, and all such shares securities and other ownership interests are held directly or indirectly by Augusta and are, except pursuant to restrictions on transfer contained in constating documents or pursuant to existing financing arrangements involving Augusta or its subsidiaries, (which transfer restrictions are set forth in Section 4.4 of the Purchaser are Augusta Disclosure Letter), legally and beneficially owned free and clear of all LiensLiens and not subject to any proxy, voting trust or other agreement relating to the voting of such securities and other ownership interests. Other than as set forth in Section 4.4 of the Augusta Disclosure Letter, there are no outstanding agreements, warrants or options, warrantsor any right or privilege (whether by Law, rightspre-emptive or contractual) capable of becoming an agreement, entitlementswarrant or option, arrangementsfor the purchase, agreements, understandings allotment or commitments (contingent or otherwise) regarding the right to purchase or acquireissuance of, or securities convertible into or exchangeable subscription for, any such shares of capital stock securities or other ownership interests in any Augusta’s subsidiaries, or material assets any securities that are convertible into, or properties exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities or other ownership interests in any of Augusta’s subsidiaries. Other than the UCM Agreement, there are no outstanding Contracts of any subsidiaries of the Subsidiaries Augusta to (i) repurchase, redeem or otherwise acquire any of the Purchaser. There are no contracts, commitments, arrangements, agreements, understandings or restrictions which require any Subsidiaries of the Purchaser to issue, sell or deliver any shares in its share capital securities or other ownership interests, or with respect to the voting or disposition of any outstanding securities or obligations convertible into or exchangeable for, any shares of its share capital or other ownership interests. Except as disclosed in Section 1.2(h) of the Purchaser Disclosure Letter or the Purchaser Filings, there are no outstanding options, rights, entitlements, arrangements, agreements, understandings or commitments (contingent or otherwise) providing to any third-party the right to acquire any shares or other ownership interests of any subsidiaries of Augusta, (ii) make any investment in or provide any Subsidiaries funds to (whether in the form of a loan, capital contribution or otherwise) any person, other than a wholly-owned subsidiary of Augusta or (iii) provide any guarantee with respect to any person (other than a wholly-owned subsidiary of Augusta). Other than the subsidiaries listed on Section 4.4 of the PurchaserAugusta Disclosure Letter, neither Augusta nor any of its subsidiaries own, directly or indirectly, any capital stock of, or other equity or voting interests in, any person.

Ownership of Subsidiaries. Section 1.2(h(7) of the Purchaser TPCO Disclosure Letter includes complete and accurate lists of all Subsidiaries owned, directly or indirectly, by the Purchaser as of the date of this Agreement, each of which is wholly-owned other than as disclosed in Section 1.2(h) of the Purchaser Disclosure LetterTPCO. Other than with respect to any rights derived from Permitted Liens, all All of the issued and outstanding shares of capital stock and other ownership interests in the Subsidiaries of the Purchaser TPCO are duly authorized, validly issued, fully paid and and, where the concept exists, non-assessable, and all such . All of the shares and other ownership interests of the Subsidiaries held directly or indirectly by the Purchaser TPCO are legally and beneficially owned free and clear of all Liens (other than Permitted Liens), and there are no outstanding options, profit interests, warrants, rights, entitlements, arrangements, agreements, understandings or commitments (pre-emptive, contingent or otherwise) or outstanding or other obligations of TPCO or any of its Subsidiaries regarding the right to purchase or acquire, or securities convertible into or exchangeable for, any such shares of capital stock or other ownership interests in or material assets or properties of any of the Subsidiaries of TPCO, except as disclosed in Section (7) of the PurchaserTPCO Disclosure Letter. There Except as disclosed in Section (7) of the TPCO Disclosure Letter, there are no contractsContracts, commitments, arrangements, agreements, understandings or restrictions which require any Subsidiaries of the Purchaser TPCO to issue, sell or deliver any shares in its share capital or other ownership interests, profit interests or any securities or obligations convertible into or exchangeable for, any shares of its share capital or other ownership interests. Except as disclosed in Section 1.2(h(7) of the Purchaser TPCO Disclosure Letter Letter, TPCO, directly or the Purchaser Filings, there are no outstanding options, rights, entitlements, arrangements, agreements, understandings or commitments (contingent indirectly through any of its Subsidiaries or otherwise) providing to , does not own any third-party the right to acquire equity interest of any shares or other ownership interests kind in any Subsidiaries of the Purchaserother Person.

Ownership of Subsidiaries. Section 1.2(h) The material subsidiaries of Purchaser are disclosed in the Purchaser Disclosure Letter includes complete and accurate lists of all Subsidiaries owned, directly or indirectly, by the Purchaser as of the date of this Agreement, each of which is wholly-owned other than as disclosed in Section 1.2(h) of the Purchaser Disclosure LetterDocuments. Other than with respect to any rights derived from Permitted Liens, all All of the issued and outstanding shares of capital stock and other ownership interests in the Subsidiaries material subsidiaries of the Purchaser are duly authorized, validly issued, fully paid and non-assessable, and all such shares and other ownership interests held directly or indirectly by the Purchaser are legally and beneficially owned free and clear of all Liensowned, and there are no outstanding options, warrants, rights, entitlements, arrangements, agreements, understandings or commitments (contingent or otherwise) regarding the right to purchase or acquire, or securities convertible into into, or exchangeable or exercisable for, any such shares of capital stock or other ownership interests in or material assets or properties of any of the Subsidiaries subsidiaries of Purchaser except as disclosed in the PurchaserPurchaser Disclosure Documents. There are no contracts, commitments, arrangements, agreements, understandings understandings, arrangements or restrictions which require any Subsidiaries material subsidiaries of the Purchaser to issue, sell or deliver any shares in its share capital or other ownership interests, or any securities or obligations convertible into into, or exchangeable or exercisable for, any shares of its share capital or other ownership interests. Except interests except as disclosed in Section 1.2(h) of the Purchaser Disclosure Letter or the Purchaser Filings, there Documents. There are no outstanding options, rights, entitlements, arrangements, agreements, understandings or commitments (contingent or otherwise) providing to any third-third party the right to acquire any shares or other ownership interests in any Subsidiaries subsidiaries of Purchaser except as disclosed in the PurchaserPurchaser Disclosure Documents.

Ownership of Subsidiaries. Section 1.2(hSchedule 3.1(i) of the Purchaser Target Disclosure Letter includes a complete and accurate lists of corporate chart showing all Subsidiaries subsidiaries owned, directly or indirectly, by the Purchaser as of the date of this AgreementTarget, each of which is wholly-owned other than except as disclosed in Section 1.2(hSchedule 3.1(i) of the Purchaser Target Disclosure Letter, and identifies corporations, partnerships, joint ventures and any other entities in which the Target owns any shares or partnership or ownership interests respectively. Other than with respect to any rights derived from Permitted Liens, all All of the issued and outstanding shares of capital stock and other ownership interests in the Subsidiaries subsidiaries of the Purchaser Target are duly authorized, validly issued, fully paid and and, where the concept exists, non-assessable, and all such shares and other ownership interests held directly or indirectly by the Purchaser Target are legally and beneficially owned free and clear of all Liens, and there . There are no outstanding options, warrants, rights, entitlements, arrangements, agreements, understandings or commitments (contingent or otherwise) regarding the right to purchase or acquire, or securities convertible into or exchangeable for, any such shares of capital stock or other ownership interests in or material assets or properties of any of the Subsidiaries subsidiaries of Target. Other than as disclosed in Schedule 3.1(i) of the Purchaser. There Target Disclosure Letter, other than in connection with the Pre-Spinout Reorganization, there are no contracts, commitments, arrangements, agreements, understandings understandings, arrangements or restrictions which that require any Subsidiaries subsidiaries of the Purchaser Target to issue, sell or deliver any shares in its share capital or other ownership interests, or any securities or obligations convertible into or exchangeable for, for any shares of its share capital or other ownership interests. Except as disclosed in Section 1.2(h) of the Purchaser Disclosure Letter or the Purchaser Filings, there are no outstanding options, rights, entitlements, arrangements, agreements, understandings or commitments (contingent or otherwise) providing to any third-third party the right to acquire any shares or other ownership interests in any Subsidiaries subsidiaries of the PurchaserTarget, and all ownership interests of Target and its subsidiaries are owned free and clear of all Liens of any kind or nature whatsoever held by third parties.

Ownership of Subsidiaries. Section 1.2(h(g) of the Purchaser Company Disclosure Letter includes complete and accurate lists of all Subsidiaries owned, directly or indirectly, by the Purchaser as of the date of this AgreementCompany, each of which is wholly-owned other than as disclosed in Section 1.2(h) of by the Purchaser Disclosure LetterCompany. Other than with respect to any rights derived from Permitted Liens, all All of the issued and outstanding shares of capital stock and other ownership interests in the Subsidiaries of the Purchaser Company are duly authorized, validly issued, fully paid and and, where the concept exists, non-assessable, assessable,‌ and all such shares and other ownership interests held directly or indirectly by the Purchaser Company are legally and beneficially owned free and clear of all Liens (other than Permitted Liens), except as disclosed in section (g) of the Company Disclosure Letter, and there are no outstanding options, warrants, rights, entitlements, arrangements, agreements, understandings or commitments (preemptive, contingent or otherwise) or outstanding contractual or other obligations of the Company or any Subsidiary regarding the right to purchase or acquire, or securities convertible into or exchangeable for, any such shares of capital stock or other ownership interests in or material assets or properties of any of the Subsidiaries of the PurchaserSubsidiaries. There are no contractsContracts, commitments, arrangements, agreements, understandings or restrictions which require any Subsidiaries of the Purchaser Company to issue, sell or deliver any shares in its share capital or other ownership interests, or any securities or obligations convertible into or exchangeable for, any shares of its share capital or other ownership interests. Except as disclosed for ownership of equity interests in Section 1.2(hthe Subsidiaries listed on section (g) of the Purchaser Company Disclosure Letter Letter, the Company, directly or the Purchaser Filings, there are no outstanding options, rights, entitlements, arrangements, agreements, understandings or commitments (contingent indirectly through any of its Subsidiaries or otherwise) providing to , does not own any third-party the right to acquire equity interest of any shares or other ownership interests kind in any Subsidiaries of the Purchaserother Person.

Ownership of Subsidiaries. Section 1.2(h) of the Purchaser The Company Disclosure Letter includes complete and accurate lists of all Subsidiaries owned, directly or indirectly, by the Purchaser as of the date of this AgreementCompany, each of which is wholly-owned other than owned, except as disclosed in Section 1.2(h) of the Purchaser Company Disclosure Letter. Other than with respect to any rights derived from Permitted Liens, all All of the issued and outstanding shares of capital stock and other ownership interests in the Subsidiaries of the Purchaser Company are duly authorized, validly issued, fully paid and and, where the concept exists, non-assessable, and all such shares and other ownership interests held directly or indirectly by the Purchaser Company are legally and beneficially owned free and clear of all Liens (other than Permitted Liens), and and, except as disclosed in the Company Disclosure Letter, there are no outstanding options, warrants, rights, entitlements, arrangements, agreements, understandings or commitments (pre-emptive, contingent or otherwise) or outstanding contractual or other obligations of the Company or any Subsidiary regarding the right to purchase or acquire, or securities convertible into or exchangeable for, any such shares of capital stock or other ownership interests in or material assets or properties of any of the Subsidiaries of Subsidiaries. Other than as disclosed in the Purchaser. There Company Disclosure Letter, there are no contractsContracts, commitments, arrangements, agreements, understandings or restrictions which require any Subsidiaries of the Purchaser Company to issue, sell or deliver any shares in its share capital or other ownership interests, or any securities or obligations convertible into or exchangeable for, any shares of its share capital or other ownership interests. Except as for ownership of equity interests in the Subsidiaries and other than those ownership interests disclosed in Section 1.2(h) the Company Disclosure Letter, the Company, does not own, directly or indirectly, any equity interests of the Purchaser Disclosure Letter or the Purchaser Filings, there are no outstanding options, rights, entitlements, arrangements, agreements, understandings or commitments (contingent or otherwise) providing to any third-party the right to acquire any shares or other ownership interests kind in any Subsidiaries of the Purchaserother Person.

Ownership of Subsidiaries. Section 1.2(h) The material subsidiaries of Purchaser are disclosed in the Purchaser Disclosure Letter includes complete and accurate lists of all Subsidiaries owned, directly or indirectly, by the Purchaser as of the date of this Agreement, each of which is wholly-owned other than as disclosed in Section 1.2(h) of the Purchaser Disclosure LetterDocuments. Other than with respect to any rights derived from Permitted Liens, all All of the issued and outstanding shares of capital stock and other ownership interests in the Subsidiaries material subsidiaries of the Purchaser are duly authorized, validly issued, fully paid and non-assessable, and all such shares and other ownership interests held directly or indirectly by the Purchaser are legally and beneficially owned free and clear of all Liensowned, and there are no outstanding options, warrants, rights, entitlements, arrangements, agreements, understandings or commitments (contingent or otherwise) regarding the right to purchase or acquire, or securities convertible into into, or exchangeable or exercisable for, any such shares of capital stock or other ownership interests in or material assets or properties of any of the Subsidiaries subsidiaries of the PurchaserPurchaser except as disclosed in the Purchaser Disclosure Documents. There are no contracts, commitments, arrangements, agreements, understandings understandings, arrangements or restrictions which require any Subsidiaries material subsidiaries of the Purchaser to issue, sell or deliver any shares in its share capital or other ownership interests, or any securities or obligations convertible into into, or exchangeable or exercisable for, any shares of its share capital or other ownership interests. Except interests except as disclosed in Section 1.2(h) of the Purchaser Disclosure Letter or the Purchaser Filings, there Documents. There are no outstanding options, rights, entitlements, arrangements, agreements, understandings or commitments (contingent or otherwise) providing to any third-third party the right to acquire any shares or other ownership interests in any Subsidiaries subsidiaries of the PurchaserPurchaser except as disclosed in the Purchaser Disclosure Documents.

Ownership of Subsidiaries. Section 1.2(h) of the Purchaser The Company Disclosure Letter includes complete and accurate lists of all Subsidiaries owned, directly or indirectly, by the Purchaser as of the date of this AgreementCompany, each of which is wholly-owned other than except as disclosed in Section 1.2(h) of the Purchaser Company Disclosure Letter. Other than with respect to any rights derived from Permitted Liens, all All of the issued and outstanding shares of capital stock and other ownership interests in the Subsidiaries of the Purchaser Company are duly authorized, validly issued, fully paid and and, where the concept exists, non-assessable, and all such shares and other ownership interests held directly or indirectly by the Purchaser Company are legally and beneficially owned free and clear of all Liens (other than Permitted Liens), and and, except as disclosed in the Company Disclosure Letter, there are no outstanding options, warrants, rights, entitlements, arrangements, agreements, understandings or commitments (pre-emptive, contingent or otherwise) or outstanding contractual or other obligations of the Company or any Subsidiary regarding the right to purchase or acquire, or securities convertible into or exchangeable for, any such shares of capital stock or other ownership interests in or material assets or properties of any of the Subsidiaries of Subsidiaries. Other than as disclosed in the Purchaser. There Company Disclosure Letter, there are no contractsContracts, commitments, arrangements, agreements, understandings or restrictions which require any Subsidiaries of the Purchaser Company to issue, sell or deliver any shares in its share capital or other ownership interests, or any securities or obligations convertible into or exchangeable for, any shares of its share capital or other ownership interests. Except as for ownership of equity interests in the Subsidiaries and other than those ownership interests disclosed in Section 1.2(h) the Company Disclosure Letter, the Company, does not own, directly or indirectly, any equity interests of the Purchaser Disclosure Letter or the Purchaser Filings, there are no outstanding options, rights, entitlements, arrangements, agreements, understandings or commitments (contingent or otherwise) providing to any third-party the right to acquire any shares or other ownership interests kind in any Subsidiaries of the Purchaserother Person.

Ownership of Subsidiaries. Section 1.2(h(g) of the Purchaser Company Disclosure Letter includes complete and accurate lists of all Subsidiaries owned, directly or indirectly, by the Purchaser as of the date of this AgreementCompany, each of which is wholly-owned other than except as disclosed in Section 1.2(hsection (g) of the Purchaser Company Disclosure Letter. Other than with respect to any rights derived from Permitted Liens, all All of the issued and outstanding shares of capital stock and other ownership interests in the Subsidiaries of the Purchaser Company are duly authorized, validly issued, fully paid and non-and, where the concept exists, non- assessable, and all such shares and other ownership interests held directly or indirectly by the Purchaser Company are legally and beneficially owned free and clear of all Liens (other than Permitted Liens), and there are no outstanding options, warrants, rights, entitlements, arrangements, agreements, understandings or commitments (contingent or otherwise) regarding the right to purchase or acquire, or securities convertible into or exchangeable for, any such shares of capital stock or other ownership interests in or material assets or properties of any of the Subsidiaries subsidiaries of the PurchaserCompany, except as disclosed in section (g) of the Company Disclosure Letter. There Other than as disclosed in section (g) of the Company Disclosure Letter, there are no contractsContracts, commitments, arrangements, agreements, understandings or restrictions which require any Subsidiaries of the Purchaser Company to issue, sell or deliver any shares in its share capital or other ownership interests, or any securities or obligations convertible into or exchangeable for, any shares of its share capital or other ownership interests. Except as disclosed for ownership of equity interests in Section 1.2(hthe Subsidiaries listed on section (g) of the Purchaser Company Disclosure Letter Letter, the Company, directly or the Purchaser Filings, there are no outstanding options, rights, entitlements, arrangements, agreements, understandings or commitments (contingent indirectly through any of its Subsidiaries or otherwise) providing to , does not own any third-party the right to acquire equity interest of any shares or other ownership interests kind in any Subsidiaries of the Purchaserother Person.

Ownership of Subsidiaries. Section 1.2(h3.1(g) of the Purchaser Disclosure Letter includes sets forth a complete and accurate lists list and/or chart of all Subsidiaries owned, directly or indirectly, by the Purchaser as of the date of this AgreementEveready, each of which is wholly-owned other than except as disclosed otherwise noted in Section 1.2(h) such list or chart. All of the Purchaser Disclosure Letter. Other than with respect to any rights derived from Permitted Liens, all of the issued and outstanding shares of capital stock and other ownership interests in the each of Eveready’s Subsidiaries of the Purchaser are duly authorized, validly issued, fully paid and non-assessable, and all such shares and other ownership interests held directly or indirectly by the Purchaser are legally and beneficially Eveready are, except pursuant to restrictions on transfer contained in constating documents or pursuant to existing financing arrangements involving Eveready or its Subsidiaries, owned free and clear of all LiensLiens other than Permitted Liens and subject to no proxy, voting trust or other agreement relating to the voting of such shares, and there are no outstanding options, warrants, rights, entitlements, arrangements, agreements, understandings or commitments (contingent or otherwise) Contracts regarding the right or obligation to purchase or acquire, or securities convertible into or exchangeable for, acquire any such shares of capital stock or other ownership interests in or material assets or real properties of any of the Subsidiaries of the Purchaser. There are no contracts, commitments, arrangements, agreements, understandings or restrictions which require any Subsidiaries of the Purchaser to issue, sell or deliver any shares in its share capital or other ownership interests, or any securities or obligations convertible into or exchangeable for, any shares of its share capital or other ownership interestsEveready’s Subsidiaries. Except as disclosed set out in Section 1.2(hsection 3.1(g) of the Purchaser Disclosure Letter or the Purchaser FilingsLetter, there are no outstanding optionscontractual or other obligations of any Subsidiaries of Eveready to (i) repurchase, rightsredeem or otherwise acquire any of their respective securities or with respect to the voting or disposition of any outstanding securities of any Subsidiaries of Eveready, entitlementsor (ii) make any investment in or provide any funds to (whether in the form of a loan, arrangements, agreements, understandings or commitments (contingent capital contribution or otherwise) providing to any thirdPerson, other than a wholly-party the right to acquire any shares or other ownership interests in any Subsidiaries owned Subsidiary of the PurchaserEveready.

Ownership of Subsidiaries. Section 1.2(h) The material subsidiaries of the Purchaser Disclosure Letter includes complete and accurate lists of all Subsidiaries owned, directly or indirectly, by the Purchaser as of the date of this Agreement, each of which is wholly-owned other than as are disclosed in Section 1.2(h) of its Annual Information Form for the Purchaser Disclosure Letteryear ended December 31, 2010 (the “AIF”). Other than with respect to any rights derived from Permitted Liens, all All of the issued and outstanding shares of capital stock and other ownership interests in the Subsidiaries material subsidiaries of the Purchaser are duly authorized, validly issued, fully paid and non-assessable, and all such shares and other ownership interests held directly or indirectly by the Purchaser are legally and beneficially owned free and clear of all Liensowned, and there are no outstanding options, warrants, rights, entitlements, arrangements, agreements, understandings or commitments (contingent or otherwise) regarding the right to purchase or acquire, or securities convertible into into, or exchangeable or exercisable for, any such shares of capital stock or other ownership interests in or material assets or properties of any of the Subsidiaries subsidiaries of Purchaser except as disclosed in the PurchaserPurchaser Disclosure Documents. There are no contracts, commitments, arrangements, agreements, understandings understandings, arrangements or restrictions which require any Subsidiaries material subsidiaries of the Purchaser to issue, sell or deliver any shares in its share capital or other ownership interests, or any securities or obligations convertible into into, or exchangeable or exercisable for, any shares of its share capital or other ownership interests. Except interests except as disclosed in Section 1.2(h) of the Purchaser Disclosure Letter or the Purchaser Filings, there Documents. There are no outstanding options, rights, entitlements, arrangements, agreements, understandings or commitments (contingent or otherwise) providing to any third-third party the right to acquire any shares or other ownership interests in any Subsidiaries subsidiaries of Purchaser except as disclosed in the PurchaserPurchaser Disclosure Documents.

Ownership of Subsidiaries. Section 1.2(h(g) of the Purchaser Company Disclosure Letter includes complete and accurate lists of all Subsidiaries owned, directly or indirectly, by the Purchaser as of the date of this AgreementCompany, each of which is wholly-owned other than except as disclosed in Section 1.2(hsection (g) of the Purchaser Company Disclosure Letter. Other than with respect to any rights derived from Permitted Liens, all All of the issued and outstanding shares of capital stock and other ownership interests in the Subsidiaries of the Purchaser Company are duly authorized, validly issued, fully paid and and, where the concept exists, non-assessable, and all such shares and other ownership interests held directly or indirectly by the Purchaser Company are legally and beneficially owned free and clear of all Liens (other than Permitted Liens), and there are no outstanding options, warrants, rights, entitlements, arrangements, agreements, understandings or commitments (preemptive, contingent or otherwise) or outstanding contractual or other obligations of the Company or any Subsidiary regarding the right to purchase or acquire, or securities convertible into or exchangeable for, any such shares of capital stock or other ownership interests in or material assets or properties of any of the Subsidiaries Subsidiaries, except as disclosed in section (g) of the PurchaserCompany Disclosure Letter. There Other than as disclosed in section (g) of the Company Disclosure Letter, there are no contractsContracts, commitments, arrangements, agreements, understandings or restrictions which require any Subsidiaries of the Purchaser Company to issue, sell or deliver any shares in its share capital or other ownership interests, or any securities or obligations convertible into or exchangeable for, any shares of its share capital or other ownership interests. Except as disclosed for ownership of equity interests in Section 1.2(hthe Subsidiaries listed on section (g) of the Purchaser Company Disclosure Letter Letter, the Company, directly or the Purchaser Filings, there are no outstanding options, rights, entitlements, arrangements, agreements, understandings or commitments (contingent indirectly through any of its Subsidiaries or otherwise) providing to , does not own any third-party the right to acquire equity interest of any shares or other ownership interests kind in any Subsidiaries of the Purchaserother Person.

Ownership of Subsidiaries. Section 1.2(h) of the The Purchaser Disclosure Letter includes complete and accurate lists of all Subsidiaries owned, directly or indirectly, by the Purchaser as of and the date of this Agreement, each of which is wholly-owned other than as disclosed in Section 1.2(h) of the Purchaser Disclosure Letterownership percentage thereof. Other than with respect to any rights derived from Permitted Liens, all All of the issued and outstanding shares of capital stock and other ownership interests in the Subsidiaries of the Purchaser are duly authorized, validly issued, fully paid and non-and, where the concept exists, non- assessable, and all such shares and other ownership interests held directly or indirectly by the Purchaser are legally and beneficially owned free and clear of all Liens (other than Permitted Liens), and and, except as disclosed in the Purchaser Disclosure Letter, there are no outstanding options, warrants, rights, entitlements, arrangements, agreements, understandings or commitments (pre-emptive, contingent or otherwise) or outstanding contractual or other obligations of the Purchaser or any Subsidiary regarding the right to purchase or acquire, or securities convertible into or exchangeable for, any such shares of capital stock or other ownership interests in or material assets or properties of any of the Subsidiaries of Subsidiaries. Other than as disclosed in the Purchaser. There Purchaser Disclosure Letter, there are no contractsContracts, commitments, arrangements, agreements, understandings or restrictions which require any Subsidiaries of the Purchaser Company to issue, sell or deliver any shares in its share capital or other ownership interests, or any securities or obligations convertible into or exchangeable for, any shares of its share capital or other ownership interests. Except as for ownership of equity interests in the Subsidiaries and other than those ownership interests disclosed in Section 1.2(h) of the Purchaser Disclosure Letter Letter, the Purchaser, does not own, directly or the Purchaser Filingsindirectly, there are no outstanding options, rights, entitlements, arrangements, agreements, understandings or commitments (contingent or otherwise) providing to any third-party the right to acquire equity interests of any shares or other ownership interests kind in any Subsidiaries of the Purchaserother Person.

Ownership of Subsidiaries. Section 1.2(h(g) of the Purchaser Company Disclosure Letter includes complete and accurate lists of all Subsidiaries owned, directly or indirectly, by the Purchaser as of the date of this AgreementCompany, each of which is wholly-owned other than except as disclosed in Section 1.2(hsection (g) of the Purchaser Company Disclosure Letter. Other than with respect to any rights derived from Permitted Liens, all All of the issued and outstanding shares of capital stock and other ownership interests in the Subsidiaries of the Purchaser Company are duly authorized, validly issued, fully paid and and, where the concept exists, non-assessable, and all such shares and other ownership interests held directly or indirectly by the Purchaser Company are legally and beneficially owned free and clear of all Liens (other than Permitted Liens), and there are no outstanding options, warrants, rights, entitlements, arrangements, agreements, understandings or commitments (contingent or otherwise) regarding the right to purchase or acquire, or securities convertible into or exchangeable for, any such shares of capital stock or other ownership interests in or material assets or properties of any of the Subsidiaries subsidiaries of the PurchaserCompany, except as disclosed in section (g) of the Company Disclosure Letter. There Other than as disclosed in section (g) of the Company Disclosure Letter, there are no contractsContracts, commitments, arrangements, agreements, understandings or restrictions which require any Subsidiaries of the Purchaser Company to issue, sell or deliver any shares in its share capital or other ownership interests, or any securities or obligations convertible into or exchangeable for, any shares of its share capital or other ownership interests. Except as disclosed for ownership of equity interests in Section 1.2(hthe Subsidiaries listed on section (g) of the Purchaser Company Disclosure Letter Letter, the Company, directly or the Purchaser Filings, there are no outstanding options, rights, entitlements, arrangements, agreements, understandings or commitments (contingent indirectly through any of its Subsidiaries or otherwise) providing to , does not own any third-party the right to acquire equity interest of any shares or other ownership interests kind in any Subsidiaries of the Purchaserother Person.

Ownership of Subsidiaries. Section 1.2(h) The only material subsidiaries of the Purchaser Disclosure Letter includes complete and accurate lists of all Subsidiaries owned, directly or indirectly, by are the Purchaser as of the date of this Agreement, each of which is wholly-owned other than as disclosed in Section 1.2(h) of the Purchaser Disclosure LetterMaterial Subsidiaries. Other than with respect to any rights derived from Permitted Liens, all All of the issued and outstanding shares of capital stock and other ownership interests in the Subsidiaries each of the Purchaser Material Subsidiaries are duly authorized, validly issued, fully paid and non-assessable, and all such shares and other ownership interests held directly or indirectly by the Purchaser are legally and beneficially owned owned, directly or indirectly, by the Purchaser free and clear of all LiensLiens (other than as set out in Schedule 4.1(g) of the Purchaser Disclosure Letter), and and, other than rights held by the Purchaser or other Purchaser Material Subsidiaries, there are no outstanding options, warrants, rights, entitlements, arrangements, agreements, understandings or commitments (contingent or otherwise) regarding the right to purchase or acquire, or securities convertible into into, or exchangeable or exercisable for, any such shares of capital stock or other ownership interests in or material assets or properties of any each of the Subsidiaries of the PurchaserPurchaser Material Subsidiaries. There are no contractsContracts, commitments, arrangements, agreements, understandings understandings, arrangements or restrictions which require any Subsidiaries of the Purchaser Material Subsidiaries to issue, sell or deliver any shares in its share capital or other ownership interests, or any securities or obligations convertible into into, or exchangeable or exercisable for, any shares of its share capital or other ownership interests. Except as disclosed in Section 1.2(h) of the Purchaser Disclosure Letter or the Purchaser Filings, there There are no outstanding options, rights, entitlements, arrangements, agreements, understandings or commitments (contingent or otherwise) providing to any third-third party the right to acquire any shares or other ownership interests in any Subsidiaries of the PurchaserPurchaser Material Subsidiaries.