Subsidiaries and Owners. Schedule 5.6 states, (a) the name of each of the Borrower’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of Equity Interests in such Subsidiary (the “Subsidiary Equity Interests”), (b) the name of each holder of an Equity Interest in the Borrower, the amount, percentage and type of such Equity Interest (the “Borrower Equity Interests”), and (c) any options, warrants or other rights outstanding to purchase any such Equity Interests referred to in clause (a) or (b). The Borrower and each Subsidiary of the Borrower has good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable (or, in the case of a partnership, limited liability company or similar Equity Interest, not subject to any capital call or other additional capital requirement). All of the Borrower’s Subsidiaries are Guarantors as of the Closing Date.
Subsidiaries and Owners. Schedule 5.6 sets forth, as of the Closing Date (a) the name of each of the Borrower’s Subsidiaries and the amount, percentage and type of Equity Interests of such Subsidiary (the “Subsidiary Equity Interests”) held by the Borrower or any Subsidiary of the Borrower, and (b) any options, warrants or other rights outstanding to purchase any such Equity Interests referred to in clause (a). The Borrower and each Subsidiary of the Borrower has good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien other than the Lien of the Administrative Agent pursuant to the Security Agreement and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable (or, in the case of a partnership, limited liability company or similar Equity Interest, not subject to any capital call or other additional capital requirement).
Subsidiaries and Owners. (a) Seller and ProfitMark each hereby represents and warrants to Buyer that, as of the date of this Agreement and as of the Closing Date: Schedule 4.02(a) states the authorized and issued capitalization of Seller, the number and class of equity securities issued and outstanding of Seller and the record and beneficial owners thereof (including options, warrants and other rights to acquire any of the foregoing; all of the equity securities described on Schedule 4.02(a) have been duly authorized and validly issued and are fully paid and non-assessable; there are no outstanding subscriptions, options, warrants, rights, claims, commitments, conversion rights, rights of exchange, plans or other agreements providing for the purchase, issuance or sale of any equity interests of Seller; there are no “phantom equity” or other rights or interests held by any party other than HMTS, ProfitMark, and the holders of Economic Interests (as such term is defined in that certain Amended and Restated Operating Agreement of Hi-Xxxx, LLC dated December 26, 2002, which is referred to herein as the “Seller Operating Agreement”) in Seller (such Persons being referred to hereinafter as the “Economic Interest Holders”), to directly receive any proceeds of the transactions contemplated by this Agreement or distributions made by Seller; and except as noted on Schedule 4.02(a), all Membership Interests (as such term is defined in the Seller Operating Agreement), Economic Interests and any other equity interests of Seller are owned by ProfitMark, HMTS, and the Economic Interest Holders free and clear of all Liens, options, or rights of first refusal, with no defects of title whatsoever. Except as set forth on Schedule 4.02(a), to Seller’s Knowledge and ProfitMark’s Knowledge, none of ProfitMark, HMTS nor any of the Economic Interest Holders is a party to or is bound by any agreement other than the Seller Operating Agreement affecting or relating to such Person’s right to transfer or vote such Person’s Membership Interest or Economic Interest.
Subsidiaries and Owners. Schedule 5.1 states (a) the name of each of Parent’s Material Subsidiaries, its jurisdiction of organization and the percentage of Equity Interests in such Material Subsidiary (the “Subsidiary Equity Interests”), and (b) any options, warrants or other rights outstanding to purchase any Subsidiary Equity Interests. All such Subsidiary Equity Interests have been validly issued and are fully paid and nonassessable.
Subsidiaries and Owners. Schedule 5.6 states (a) the name of each Subsidiary of each Loan Party, its jurisdiction of organization and the amount, percentage and type of Equity Interests in such Subsidiary (the “Subsidiary Equity Interests”), (b) any options, warrants or other rights outstanding to purchase any such Equity Interests referred to in clause (a). Each Loan Party has good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear of any Lien other than the Lien in favor of the Administrative Agent, and all Subsidiary Equity Interests and all Equity Interests in the Borrower have been validly issued, fully paid and nonassessable. All of the Borrower’s Subsidiaries, if any, are Guarantors.
Subsidiaries and Owners. Schedule 5.6 states (a) the name of each of the Parent’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of Equity Interests in such Subsidiary (the “Subsidiary Equity Interests”) and (b) any options, warrants or other rights outstanding to purchase any such Equity Interests referred to in clause (a). Each Loan Party and each Subsidiary of any Loan Party has good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien other than the Prior Security Interest of the Administrative Agent and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable (or, in the case of a partnership, limited liability company or similar Equity Interest, not subject to any capital call or other additional capital requirement). All of the Parent’s Subsidiaries are Guarantors as of the First Restatement Effective Date. All of the Parent’s Subsidiaries are Domestic Subsidiaries and no Loan Party or Subsidiary of any Loan Party owns any Equity Interest in any Person who was not organized or formed or who does not existing under the Laws of the United States of America or any state, commonwealth or territory thereof or under the Laws of the District of Columbia. Except as disclosed on Schedule 5.6, neither any Loan Party nor any of its Subsidiaries has issued any Disqualified Equity Interests and there are no outstanding options or warrants to purchase Equity Interests of any Loan Party or any of its Subsidiaries of any class or kind, and there are no agreements, voting trusts or understandings with respect thereto or affecting in any manner the sale, pledge, assignment or other Disposition thereof, including any right of first refusal, option, redemption, call or other rights with respect thereto, whether similar or dissimilar to any of the foregoing.
Subsidiaries and Owners. As of the Closing Date, Schedule 5.6 states (a) the name of each Loan Party, each Restricted Subsidiary (including each Material Foreign Subsidiary and each Excluded Subsidiary (with a designation of the applicable clause of “Excluded Subsidiary” for each such Excluded Subsidiary)), and each Unrestricted Subsidiary, along with, in each case, its jurisdiction of organization, the name of each direct holder of the Equity Interests of each Restricted Subsidiary (other than with respect to the Borrower and any Equity Interest granted pursuant to a management incentive program), and the amount, percentage and type of, and the certificate number(s) (if any) evidencing, Equity Interests owned by such holder in such Person, and (b) any options, warrants or other rights outstanding to purchase any such Equity Interests referred to in clause (a) (other than with respect to any Unrestricted Subsidiary and any minority equity interest held by management and employees of the Loan Parties). All Equity Interests of each Loan Party (other than the Borrower) and Restricted Subsidiary which are held by management and employees of such entities, if such Equity Interests were issued on the date hereof, comply with the requirements of Section 7.8(k). Except as set forth on Schedule 5.6, each Loan Party and each Restricted Subsidiary has good and marketable title to all of the Equity Interests it purports to own, free and clear in each case of any Lien and all such Equity Interests have been validly issued, fully paid and nonassessable (or, in the case of a partnership, limited liability company or similar Equity Interest, not subject to any capital call or other additional capital requirement).
Subsidiaries and Owners. Schedule 5.6 sets forth, as of the Execution Date and the Closing Date (a) the name of each of the Parent’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of Equity Interests of such Subsidiary (the “Subsidiary Equity Interests”) held by the Parent or any Subsidiary of the Parent, and (b) any options, warrants or other rights outstanding to purchase any such Equity Interests referred to in clause (a). The Parent and each Subsidiary of the Parent has good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien other than the Lien of the Administrative Agent pursuant to the Security Agreement (and prior to the Initial Credit Extension Liens pursuant to the Existing Credit Agreements) and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable (or, in the case of a partnership, limited liability company or similar Equity Interest, not subject to any capital call or other additional capital requirement).
Subsidiaries and Owners. Schedule 5.6 states (a) the name of each of the Parent’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of Equity Interests in such Subsidiary (the “Subsidiary Equity Interests”) and (b) any options, warrants or other rights outstanding to purchase any such Equity Interests referred to in clause (a). Each Loan Party and each Subsidiary of any Loan Party has good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien other than Liens securing the Term Loans and the First Lien Indebtedness and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable (or, in the case of a partnership, limited liability company or similar Equity Interest, not subject to any capital call or other additional capital requirement). All of the Parent’s Subsidiaries are Guarantors as of the Closing Date. All of the Parent’s Subsidiaries are Domestic Subsidiaries and no Loan Party or Subsidiary of any Loan Party owns any Equity Interest in any Person who was not organized or formed or who does not existing under the Laws of the United States of America or any state, commonwealth or territory thereof or under the Laws of the District of Columbia.
Subsidiaries and Owners. Schedule 5.6 states (a) the name of each of the Parent’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of Equity Interests in such Subsidiary (the “Subsidiary Equity Interests”) and (b) any options, warrants or other rights outstanding to purchase any such Equity Interests referred to in clause (a). Each Loan Party and each Subsidiary of any Loan Party has good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in each case of any Lien other than the Prior Security Interest of the Administrative Agent and the Lien of the Second Lien Administrative Agent described in clause (q) of the definition of Permitted Lien such and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable (or, in the case of a partnership, limited liability company or similar Equity Interest, not subject to any capital call or other additional capital requirement). All of the Parent’s Subsidiaries are Guarantors as of the Closing Date. All of the Parent’s Subsidiaries are Domestic Subsidiaries and no Loan Party or Subsidiary of any Loan Party owns any Equity Interest in any Person who was not organized or formed or who does not existing under the Laws of the United States of America or any state, commonwealth or territory thereof or under the Laws of the District of Columbia.
