Common use of Subsidiaries and Owners; Investment Companies Clause in Contracts

Subsidiaries and Owners; Investment Companies. Schedule 6.1.2 states (i) the name of each of the Company’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “Subsidiary Equity Interests”), (ii) the name of each holder of an equity interest in the Borrowers, the amount, percentage and type of such equity interest (the “Borrower Equity Interests”), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (iii) (collectively the “Equity Interests”). Each of the Borrowers and each Subsidiary of the Borrowers 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. None of the Loan Parties or Subsidiaries of any Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or under such “control”.

Subsidiaries and Owners; Investment Companies. Schedule 6.1.2 6.1(b) states (i) the name of each of the Company’s Borrower's Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “"Subsidiary Equity Interests”"), (ii) the name of each holder of an common equity interest in the BorrowersBorrower, the amount, percentage and type of such common equity interest interests (the “"Borrower Equity Interests”"), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (iii) (collectively the “"Equity Interests”"). Each of the Borrowers The Borrower and each Subsidiary of the Borrowers 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. None Neither the Borrower nor any of the Loan Parties or its Subsidiaries of any Loan Party is an “"investment company” " registered or required to be registered under the Investment Company Act of 1940 or under the “"control” " of an “"investment company” " as such terms are defined in the Investment Company Act of 1940 and shall not become such an “"investment company” " or under such “"control”."

Subsidiaries and Owners; Investment Companies. Schedule 6.1.2 states (i) the name of each of the Company’s 's Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “"Subsidiary Equity Interests”"), (ii) the name of each holder of an equity interest in the Borrowers, the amount, percentage and type of such equity interest (the “"Borrower Equity Interests”"), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (iii) (collectively the “"Equity Interests”"). Schedule 6.1.2 also identifies whether or not such Subsidiary is a Material Subsidiary. Each of the Borrowers and each Subsidiary of the Borrowers 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. None of the Loan Parties or Subsidiaries of any Loan Party is an “"investment company” " registered or required to be registered under the Investment Company Act of 1940 or under the “"control” " of an “"investment company” " as such terms are defined in the Investment Company Act of 1940 and shall not become such an “"investment company” " or under such “"control”".

Subsidiaries and Owners; Investment Companies. Schedule 6.1.2 states (i) the name of each of the Company’s Borrowers' Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “"Subsidiary Equity Interests”"), (ii) the name of each holder of an equity interest in the BorrowersBorrowers (except for Parent), and the amount, percentage and type of such equity interest (the “Borrower Equity Interests”)interest, and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (iii) (collectively the “Equity Interests”ii). Each of the The Borrowers and each Subsidiary of the Borrowers has have 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. None of the Loan Parties or Subsidiaries of any Loan Party is an “"investment company” " registered or required to be registered under the Investment Company Act of 1940 or under the “"control” " of an “"investment company” " as such terms are defined in the Investment Company Act of 1940 and shall not become such an “"investment company” " or under such “"control”."

Subsidiaries and Owners; Investment Companies. Schedule 6.1.2 states (i) the name of each of the Company’s Borrowers’ Subsidiaries, its their jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “Subsidiary Equity Interests”), (ii) the name of each holder of an equity interest in the Borrowers, the amount, percentage and type of such equity interest (the “Borrower Equity Interests”), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (iii) (collectively the “Equity Interests”). Each of the The Borrowers and each Subsidiary of the Borrowers has have 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. None of the Loan Parties or Subsidiaries of any Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or under such “control.”.

Subsidiaries and Owners; Investment Companies. Schedule 6.1.2 states states, as of the Closing Date, (i) the name of each of the CompanyBorrower’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “Subsidiary Equity Interests”), (ii) the name of each holder of an equity interest in the BorrowersBorrower, the amount, percentage and type of such equity interest (the “Borrower Equity Interests”), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (iii) (collectively the “Equity Interests”). Each of the Borrowers The Borrower and each Subsidiary of the Borrowers 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. None of the Loan Parties or Subsidiaries of any Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or under such “control.”.

Subsidiaries and Owners; Investment Companies. Schedule 6.1.2 6.1(b) states (i) the name of each of the CompanyBorrower’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “Subsidiary Equity Interests”), (ii) the name of each holder of an common equity interest in the BorrowersBorrower, the amount, percentage and type of such common equity interest interests (the “Borrower Equity Interests”), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (iiiii) (collectively the “Equity Interests”). Each of the Borrowers The Borrower and each Subsidiary of the Borrowers 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. None Neither the Borrower nor any of the Loan Parties or its Subsidiaries of any Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or under such “control.”.

Subsidiaries and Owners; Investment Companies. Schedule 6.1.2 states (i) the name of each of the CompanyBorrower’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “Subsidiary Equity Interests”), (ii) the name of each holder of an equity interest in the BorrowersBorrower, the amount, percentage and type of such equity interest (the “Borrower Equity Interests”), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (iiiii) (collectively the “Equity Interests”). Each of the Borrowers The Borrower and each Subsidiary of the Borrowers 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. None of the Loan Parties or Subsidiaries of any Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or under such “control.”.

Subsidiaries and Owners; Investment Companies. Schedule 6.1.2 states (i) the name of each of the Companyeach Borrower’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests Equity Interests in such Subsidiary (the “Subsidiary Equity Interests”), (ii) the name of each holder of an equity interest Equity Interest in the Borrowerseach Borrower (other than Parent), the amount, percentage and type of such equity interest Equity Interest (the “Borrower Equity Interests”), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests Equity Interests referred to in clause (i) or (iii) (collectively the “Equity Interests”ii). Each of the Borrowers Borrower and each Subsidiary of the Borrowers such 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. None of the Loan Parties or Subsidiaries of any Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or under such “control.”.

Subsidiaries and Owners; Investment Companies. Schedule 6.1.2 states (i) the name of each of the CompanyBorrower’s Subsidiaries, its their jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “Subsidiary Equity Interests”), (ii) the name of each holder of an equity interest in the BorrowersBorrower, the amount, percentage and type of such equity interest (the “Borrower Equity Interests”), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (iii) (collectively the “Equity Interests”). Each of the Borrowers The Borrower and each Subsidiary of the Borrowers 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. None of the Loan Parties or Subsidiaries of any Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or under such “control.”.

Subsidiaries and Owners; Investment Companies. Schedule 6.1.2 5.1.2 states (i) the name of each of the CompanyATI’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “Subsidiary Equity Interests”), (ii) the name of each holder of an equity interest in the Borrowerseach such Subsidiary, the amount, percentage and type of such equity interest (the “Borrower ATI Equity Interests”), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (iii) (collectively the “Equity Interests”). Each of the Borrowers ATI and each Subsidiary of the Borrowers ATI 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. None of the Loan Parties or Subsidiaries of any Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or under such “control.”.

Subsidiaries and Owners; Investment Companies. Schedule 6.1.2 states (i) the name of each of the CompanyBorrower’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests Equity Interests in such Subsidiary (the “Subsidiary Equity Interests”), and (ii) the name of each holder of an equity interest in the Borrowers, the amount, percentage and type of whether such equity interest (the “Subsidiary is a Material Subsidiary. The Borrower Equity Interests”), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (iii) (collectively the “Equity Interests”). Each of the Borrowers and each Subsidiary of the Borrowers 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 Lien, and all such Subsidiary Equity Interests have been validly issuedissued and, in the case of the Equity Interests of the Borrower, Subsidiaries organized under the Laws of any jurisdiction in the United Kingdom and US Subsidiaries, are fully paid and nonassessable. None of the Loan Parties or Subsidiaries of any Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or under such “control.”.

Subsidiaries and Owners; Investment Companies. Schedule 6.1.2 states (i) the name of each of the Company’s Borrowers’ Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “Subsidiary Equity Interests”), (ii) the name of each holder of an equity interest in the Borrowers, the amount, percentage and type of such equity interest (the “Borrower Equity Interests”), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (iii) (collectively the “Equity Interests”). Each of the The Borrowers and each Subsidiary of the Borrowers has have 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 Permitted Liens) and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable. None of the Loan Parties or Subsidiaries of any Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or under such “control.”.

Subsidiaries and Owners; Investment Companies. Schedule 6.1.2 6.1(b) states (i) the name of each of the Company’s Borrower's Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “"Subsidiary Equity Interests”"), (ii) the name of each holder of an common equity interest in the BorrowersBorrower, the amount, percentage and type of such common equity interest interests (the “"Borrower Equity Interests”"), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (iiiii) (collectively the “"Equity Interests”"). Each of the Borrowers The Borrower and each Subsidiary of the Borrowers 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. None Neither the Borrower nor any of the Loan Parties or its Subsidiaries of any Loan Party is an “"investment company” " registered or required to be registered under the Investment Company Act of 1940 or under the “"control” " of an “"investment company” " as such terms are defined in the Investment Company Act of 1940 and shall not become such an “"investment company” " or under such “"control”."

Subsidiaries and Owners; Investment Companies. Schedule 6.1.2 states (i) the name of each of the Company’s Loan Parties and each of their Subsidiaries, its jurisdiction their respective jurisdictions of organization and the amount, percentage and type of equity interests in such Subsidiary (the “Subsidiary Equity Interests”), (ii) the name of each holder of an equity interest in the Borrowerssuch Borrower, the amount, percentage and type of such equity interest (the “Borrower Borrowers Equity Interests”), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (iiiii) (collectively the “Equity Interests”). Each of the Borrowers The Loan Parties and each Subsidiary of the Borrowers has each Loan Party have 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. None of the Loan Parties or Subsidiaries of any Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or under such “control.”.

Subsidiaries and Owners; Investment Companies. Schedule 6.1.2 states (i) the name of each of the Company’s Borrowers’ Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “Subsidiary Equity Interests”), (ii) the name of each holder of an equity interest in the BorrowersBorrowers (except for Parent), and the amount, percentage and type of such equity interest (the “Borrower Equity Interests”)interest, and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (iii) (collectively the “Equity Interests”ii). Each of the The Borrowers and each Subsidiary of the Borrowers has have 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. None of the Loan Parties or Subsidiaries of any Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or under such “control.”.

Subsidiaries and Owners; Investment Companies. Schedule 6.1.2 6.1(b) states (i) the name of each of the CompanyBorrower’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “Subsidiary Equity Interests”), (ii) the name of each holder of an equity interest in the BorrowersBorrower, the amount, percentage and type of such equity interest (the “Borrower Equity Interests”), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (iii) (collectively the “Equity Interests”). Each of the Borrowers The Borrower and each Subsidiary of the Borrowers 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 pursuant to the Pledge Agreement) and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable. None of the Loan Parties or Subsidiaries of any Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or under such “control.”.

Subsidiaries and Owners; Investment Companies. Schedule 6.1.2 states states: (i) the name of each of the CompanyBorrower’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “Subsidiary Equity Interests”), (ii) the name of each holder of an equity interest in the Borrowers, the amount, percentage and type of such equity interest (the “Borrower a Subsidiary Equity Interests”), Interest and (iii) any options, warrants or other rights outstanding to purchase any such equity interests Subsidiary Equity Interests referred to in clause (i) or (iii) (collectively the “Equity Interests”). Each of the Borrowers The Borrower and each Subsidiary of the Borrowers 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 duly authorized and validly issued, and are fully paid and nonassessablenon-assessable. No Loan Party has any equity investment in another entity not disclosed on Schedule 6.1.2. None of the Loan Parties or Subsidiaries of any Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or under such “control.”.

Subsidiaries and Owners; Investment Companies. Schedule 6.1.2 states (i) the name of each of the Company’s Borrower's Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “"Subsidiary Equity Interests”"), (ii) the name of each holder of an equity interest in the BorrowersBorrower, the amount, percentage and type of such equity interest (the “"Borrower Equity Interests”"), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (iii) (collectively the “"Equity Interests”"). Each of the Borrowers The Borrower and each Subsidiary of the Borrowers 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. None Neither the Borrower nor any of the Loan Parties or its Subsidiaries of any Loan Party is an “"investment company” " registered or required to be registered under the Investment Company Act of 1940 or under the “"control” " of an “"investment company” " as such terms are defined in the Investment Company Act of 1940 and shall not become such an “"investment company” " or under such “"control”."

Subsidiaries and Owners; Investment Companies. Schedule 6.1.2 3.2 states (i) the name of each of the Company’s Borrower's Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the “"Subsidiary Equity Interests”"), (ii) the name of each holder of an common equity interest in the BorrowersBorrower, the amount, percentage and type of such common equity interest interests (the “"Borrower Equity Interests”"), and (iii) any options, warrants or other rights outstanding to purchase any such equity interests referred to in clause (i) or (iiiii) (collectively the “"Equity Interests”"). Each of the Borrowers The Borrower and each Subsidiary of the Borrowers 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. None Neither the Borrower nor any of the Loan Parties or its Subsidiaries of any Loan Party is an “"investment company” " registered or required to be registered under the Investment Company Act of 1940 or under the “"control” " of an “"investment company” " as such terms are defined in the Investment Company Act of 1940 and shall not become such an “"investment company” " or under such “"control”."