Common use of Subsidiaries and Capitalization Clause in Contracts

Subsidiaries and Capitalization. (a) Set forth on Schedule 6.13(a) is a complete and accurate list as of the Effective Date of each Subsidiary, together with (i) jurisdiction of organization, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by any Credit Party or any Subsidiary, (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto and (v) identification of each Subsidiary that is an Excluded Subsidiary and/or an Immaterial Foreign Subsidiary. The outstanding Equity Interests of each Subsidiary are validly issued, fully paid and non-assessable. (b) As of the Effective Date, except as described on Schedule 6.13(b), there are no outstanding commitments or other obligations of Super Holdings or any Subsidiary to issue, and no rights of any Person to acquire, any shares of any Equity Interests of Super Holdings or any of its Subsidiaries. All issued and outstanding Equity Interests of Super Holdings and each of its Subsidiaries is duly authorized and validly issued, fully paid and non-assessable and such Equity Interests were issued in compliance with all applicable Laws.

Subsidiaries and Capitalization. (a) Set forth on Schedule 6.13(a) is a complete and accurate list as of the Effective Closing Date of each Subsidiary, together with (i) jurisdiction of organization, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by any Credit Loan Party or any Subsidiary, (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto and (v) identification of each Subsidiary that is an Excluded Subsidiary and/or an Immaterial Foreign Subsidiary. The outstanding Equity Interests of each Subsidiary are validly issued, fully paid and non-assessable. (b) As of the Effective Closing Date, except as described on Schedule 6.13(b), there are no outstanding commitments or other obligations of Super Holdings or any Subsidiary to issue, and no rights of any Person to acquire, any shares of any Equity Interests of Super Holdings or any of its SubsidiariesSubsidiary. All issued and outstanding Equity Interests of Super Holdings the Borrower and each of its Subsidiaries is duly authorized and validly issued, fully paid and non-assessable and such Equity Interests were issued in compliance with all applicable Laws.

Subsidiaries and Capitalization. (a) Set forth on Schedule 6.13(a) is a complete and accurate list as of the Effective Closing Date of each Subsidiary, together with (i) jurisdiction of organization, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by any Credit Loan Party or any Subsidiary, (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto and (v) identification of each Subsidiary that is an Excluded Subsidiary and/or an Immaterial Foreign Subsidiary. The outstanding Equity Interests of each Subsidiary are validly issued, fully paid and non-assessable. (b) As of the Effective Closing Date, except as described on Schedule 6.13(b), there are no outstanding commitments or other obligations of Super Holdings the Borrower or any Subsidiary to issue, and no rights of any Person to acquire, any shares of any Equity Interests of Super Holdings the Borrower or any of its Subsidiaries. All issued and outstanding Equity Interests of Super Holdings the Borrower and each of its Subsidiaries is duly authorized and validly issued, fully paid and non-assessable and such Equity Interests were issued in compliance with all applicable Laws.