Common use of Subsidiaries; Affiliates; Capitalization; Solvency Clause in Contracts

Subsidiaries; Affiliates; Capitalization; Solvency. (a) As of the date hereof, each Borrower and Guarantor does not have any direct or indirect Subsidiaries or Affiliates (other than any Sponsor Portfolio Company) and is not engaged in any joint venture or partnership except as set forth in Schedule 8.12 to the Information Certificate. (b) As of the date hereof, each Borrower and Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries listed on Schedule 8.12 to the Information Certificate as being owned by such Borrower or Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of the Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any Subsidiary is or may become bound to issue additional shares of its Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the date hereof, the issued and outstanding shares of Capital Stock of each Borrower and Guarantor are directly and beneficially owned and held by the persons indicated in the Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable (except to the extent required by Wisconsin Statutes Section 180.0622(2)), free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Agent prior to the date hereof. (d) Each Borrower is Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Agent and/or Collateral Agent and the other transaction contemplated hereunder and under the Purchase Documents.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) As of the date hereof, each Each Borrower and Guarantor does not have any direct or indirect Subsidiaries or Affiliates (other than any Sponsor Portfolio Company) and is not engaged in any joint venture or partnership except as set forth in Schedule 8.12 to the Information CertificateCertificate and subject to the rights of Borrowers and Guarantors under Section 9.10 hereof. (b) As of the date hereof, each Each Borrower and Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock (including membership interests as to limited liability companies and trust interests as to a business trust) of each of the Subsidiaries listed on Schedule 8.12 to the Information Certificate as being owned by such Borrower or Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of the Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any Subsidiary is or may become bound to issue additional shares of its Capital Stock or membership interests or securities convertible into or exchangeable for such shares. (c) As of the date hereof, the The issued and outstanding shares of Capital Stock of each Borrower other than Parent and Guarantor are directly and beneficially owned and held by the persons indicated in the Information Certificate, and in each case all of such shares or membership interests, as the case may be, have been duly authorized and are fully paid and non-assessable (except to the extent required by Wisconsin Statutes Section 180.0622(2))assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Agent prior to the date hereofthose permitted hereunder. (d) Each Borrower is Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Agent and/or Collateral Agent and the other transaction contemplated hereunder and under the Purchase Documentshereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) As of the date hereof, each No Borrower and or Guarantor does not have has any direct or indirect Subsidiaries or Affiliates (other than any Sponsor Portfolio Company) and is not engaged in any joint venture or partnership except as set forth in Schedule 8.12 to the such Borrower’s or Guarantor’s Information Certificate. (b) As of the date hereof, each Each Borrower and Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock Equity Interests of each of the Subsidiaries listed on Schedule 8.12 to the such Borrower’s or Guarantor’s Information Certificate as being owned by such Borrower or Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities Equity Interests of any of the Subsidiaries Subsidiary of a Borrower or Guarantor are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any Subsidiary of a Borrower or Guarantor is or may become bound to issue additional shares of its Capital Stock Equity Interests or securities convertible into or exchangeable for such sharesinterests. (c) As of the date hereof, the The issued and outstanding shares of Capital Stock Equity Interests of each Borrower and Guarantor and their Subsidiaries are directly and beneficially owned and held by the persons indicated in the such Borrower’s or Guarantor’s Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable (except to the extent required by Wisconsin Statutes Section 180.0622(2))assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Agent prior to may be permitted under the date hereofterms of the Financing Agreements. (d) Each Borrower and Guarantor is Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Agent and/or Collateral Agent and the other transaction contemplated hereunder and under the Purchase Documentshereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) As of the date hereof, each Borrower and Guarantor does not have any direct or indirect Subsidiaries or Affiliates (other than any Sponsor Portfolio Company) and is not engaged in any joint venture or partnership except as set forth in Schedule 8.12 8.11 to the Information Certificate., subject to the right of Borrower to form or acquire Subsidiaries in accordance with Section 9.10 hereof. Sewing Machine Exchange, Inc., an Illinois corporation, and Hirsch Equipment Connections, Inc., a Delaware corporation, havx xxxx been dissolved on or before the date hereof, and do not and shall not engage in any business or commercial activity and do not own any assets or properties. Borrower does not have and at no time has had a Subsidiary known as All Pro Press Punching, Inc. (b) As of the date hereof, each Borrower and Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries listed on Schedule 8.12 8.11 to the Information Certificate as being owned by such Borrower or Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of the Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any Subsidiary is or may become bound to issue additional shares of its it Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the date hereof, the issued and outstanding shares of Capital Stock of each Borrower and Guarantor are directly and beneficially owned and held by the persons indicated in the Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable (except to the extent required by Wisconsin Statutes Section 180.0622(2)), free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Agent prior to the date hereof. (d) Each Borrower is Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Agent and/or Collateral Agent Lender and the other transaction contemplated hereunder and under the Purchase Documentshereunder.

Subsidiaries; Affiliates; Capitalization; Solvency. (a) As of the date hereof, each No Borrower and or Guarantor does not have has any direct or indirect Subsidiaries or Affiliates (other than any Sponsor Portfolio Company) and is not engaged in any joint venture or partnership except as set forth in Schedule 8.12 to the such Borrower’s or Guarantor’s Information Certificate. (b) As of the date hereof, each Each Borrower and Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries listed on Schedule 8.12 to the such Borrower’s or Guarantor’s Information Certificate as being owned by such Borrower or Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of the Subsidiaries Subsidiary of a Borrower or Guarantor are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any Subsidiary of a Borrower or Guarantor is or may become bound to issue additional shares of its Capital Stock or securities convertible into or exchangeable for such shares. (c) As of the date hereof, the The issued and outstanding shares of Capital Stock of each Borrower and Guarantor are directly and beneficially owned and held by the persons indicated in the such Borrower’s or Guarantor’s Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable (except to the extent required by Wisconsin Statutes Section 180.0622(2))assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Agent prior to may be permitted under the date hereofterms of the Financing Agreements. (d) Each Borrower and Guarantor is Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Agent and/or Collateral Agent and the other transaction contemplated hereunder and under the Purchase Documentshereunder.