Common use of Subsidiaries and Joint Ventures; Disqualified Equity Interests Clause in Contracts

Subsidiaries and Joint Ventures; Disqualified Equity Interests. (a) Schedule 3.11A sets forth, as of the Closing Date, the name and jurisdiction of organization of, and the percentage of each class of Equity Interests owned by the Borrower or any Subsidiary in, (a) each Subsidiary and (b) each joint venture in which the Borrower or any Subsidiary owns any Equity Interests, and identifies each Excluded Subsidiary and each Unrestricted Subsidiary. The Equity Interests in each Restricted Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 3.11A, as of the Closing Date, there is no existing option, warrant, call, right, commitment or other agreement to which the Borrower or any Restricted Subsidiary is a party requiring, and there are no Equity Interests in any Restricted Subsidiary outstanding that upon exercise, conversion or exchange would require, the issuance by any Restricted Subsidiary of any additional Equity Interests or other securities exercisable for, convertible into, exchangeable for or evidencing the right to subscribe for or purchase any Equity Interests in any Restricted Subsidiary. (b) Schedule 3.11B sets forth, as of the Closing Date, all outstanding Disqualified Equity Interests, if any, in the Borrower or any Restricted Subsidiary, including the number, date of issuance and the record holder of such Disqualified Equity Interests.

Subsidiaries and Joint Ventures; Disqualified Equity Interests. (a) Schedule a)Schedule 3.11A sets forth, as of the Closing Restatement Effective Date, the name and jurisdiction of organization of, and the percentage of each class of Equity Interests owned by the Borrower or any Subsidiary in, (ai) each Subsidiary and (bii) each joint venture in which the Borrower or any Subsidiary owns any Equity Interests, and identifies each Excluded Subsidiary and each Unrestricted Subsidiary. The Equity Interests in each Restricted Subsidiary have been duly authorized and validly issued and are fully paid and non-assessableassessable (to the extent such concepts are applicable to such Equity Interests). Except as set forth on Schedule 3.11A, as of the Closing Restatement Effective Date, there is no existing option, warrant, call, right, commitment or other agreement to which the Borrower or any Restricted Subsidiary is a party requiring, and there are no Equity Interests in any Restricted Subsidiary outstanding that upon exercise, conversion or exchange would require, the issuance by any Restricted Subsidiary of any additional Equity Interests or other securities exercisable for, convertible into, exchangeable for or evidencing the right to subscribe for or purchase any Equity Interests in any Restricted Subsidiary. (b) Schedule 3.11B sets forth, as of the Closing Date, all outstanding Disqualified Equity Interests, if any, in the Borrower or any Restricted Subsidiary, including the number, date of issuance and the record holder of such Disqualified Equity Interests.

Subsidiaries and Joint Ventures; Disqualified Equity Interests. (a) Schedule 3.11A 3.Schedule 3.11 sets forth, as of the Closing Effective Date, the name and jurisdiction of organization of, and the percentage of each class of Equity Interests owned by Xxxxxx USA, the Borrower Company or any other Subsidiary in, (a) each Subsidiary and (b) each joint venture in which Xxxxxx USA, the Borrower Company or any other Subsidiary owns any Equity Interests, and identifies each Excluded Subsidiary and each Unrestricted Designated Subsidiary. The Equity Interests in each Restricted Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 3.11A3.11, as of the Closing Effective Date, there is no existing option, warrant, call, [[NYCORP:3579392v15:3140D: 02/08/2016--09:30 AM]] #88125723v1 right, commitment or other agreement to which Xxxxxx USA, the Borrower Company or any Restricted Subsidiary is a party requiring, and there are no Equity Interests in any Restricted Subsidiary outstanding that upon exercise, conversion or exchange would require, the issuance by the Company or any Restricted other Subsidiary of any additional Equity Interests or other securities exercisable for, convertible into, exchangeable for or evidencing the right to subscribe for or purchase any Equity Interests in any Restricted Subsidiary. (b) Schedule 3.11B sets forth, as of the Closing Date, all outstanding Disqualified Equity Interests, if any, in the Borrower or any Restricted Subsidiary, including the number, date of issuance and the record holder of such Disqualified Equity Interests.

Subsidiaries and Joint Ventures; Disqualified Equity Interests. (a) Schedule 3.11A sets forth, as of the Closing Effective Date, the name and jurisdiction of organization of, and the percentage of each class of Equity Interests owned by the Borrower Company or any Subsidiary in, (a) each Subsidiary and (b) each joint venture in which the Borrower Company or any Subsidiary owns any Equity Interests, and identifies each Excluded Designated Subsidiary, each Material Subsidiary and each Unrestricted Excluded Subsidiary. The Equity Interests in each Restricted Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 3.11A, as of the Closing Effective Date, there is no existing option, warrant, call, right, commitment or other agreement to which the Borrower any Loan Party or any Restricted Subsidiary any Equity Interests of which are required to be pledged as Collateral under the Security Documents is a party requiring, and there are no Equity Interests in any Restricted such Loan Party or Subsidiary outstanding that upon exercise, conversion or exchange would require, the issuance by any Restricted such Loan Party or Subsidiary of any additional Equity Interests or other securities exercisable for, convertible into, exchangeable for or evidencing the right to subscribe for or purchase any Equity Interests in any Restricted such Loan Party or Subsidiary. (b) Schedule 3.11B sets forth, as of the Closing Effective Date, all outstanding Disqualified Equity Interests, if any, in the Borrower Company or any Restricted Subsidiary, including the number, date of issuance and the record holder of such Disqualified Equity Interests.