Common use of Subsidiaries and Stockholders Clause in Contracts

Subsidiaries and Stockholders. The Borrower and the Parent have no Subsidiaries other than those Persons listed as Subsidiaries thereof in Schedule 8.4 and additional Subsidiaries created or acquired after the Closing Date in compliance with Section 9.19; Schedule 8.4 states as of the date hereof the organizational form of each entity, the authorized and issued capitalization of each Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by the Parent, the Borrower or by any such Subsidiary thereof; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower, the Parent and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 8.4, free and clear of any Lien except for Liens in favor of the Collateral Agent, for the benefit of the Agent and the Lenders and the holders of the Senior Notes. Each Subsidiary of the Parent (other than the Borrower) existing as of the Closing Date has entered into a Facility Guaranty delivered at Closing.

Subsidiaries and Stockholders. The Borrower and the Parent have has no Subsidiaries other than those Persons listed as Subsidiaries thereof in Schedule 8.4 6.01(d) hereto (which Schedule includes all Subsidiaries acquired in connection with the Saks Acquisition) and additional Subsidiaries created or acquired after the Closing Date date hereof acquired or created in compliance with Section 9.197.18 (if then applicable); Schedule 8.4 6.01(d) to this Agreement states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the organizational form of each entitynames and owners thereof and (ii) with respect to all non-wholly owned Subsidiaries, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by the Parent, the Borrower or by any such Subsidiary thereofSubsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower, the Parent Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 8.46.01(d) and all shares and other interests for each of its wholly owned Subsidiaries, free and clear of any Lien except for Liens in favor of the Collateral Agent, for the benefit of the Agent and the Lenders and the holders of the Senior Notes. Each Subsidiary of the Parent Lien; (other than the Borrower) existing as of the Closing Date has entered into a Facility Guaranty delivered at Closing.e)

Subsidiaries and Stockholders. The Borrower and the Parent have has no Subsidiaries other than ----------------------------- those Persons listed as Subsidiaries thereof in Schedule 8.4 6.01(d) hereto (which Schedule ---------------- includes all Subsidiaries acquired in connection with the Xxxxxx Acquisition) and additional Subsidiaries created or acquired after the Closing Date date hereof acquired or created in compliance with Section 9.197.18 (if then applicable); Schedule 8.4 6.01(d) to this Agreement states as ------------ ---------------- of the date hereof the organizational form of each entity, the authorized and issued capitalization of each Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by the Parent, the Borrower or by any such Subsidiary thereofSubsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower, the Parent Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 8.4-------- 6.01(d) and all shares and other interests for each of its wholly owned ------- Subsidiaries, free and clear of any Lien except for Liens in favor of the Collateral Agent, for the benefit of the Agent and the Lenders and the holders of the Senior Notes. Each Subsidiary of the Parent (other than the Borrower) existing as of the Closing Date has entered into a Facility Guaranty delivered at Closing.Lien;

Subsidiaries and Stockholders. The Borrower Parent and the Parent have Borrower has no Subsidiaries other than those Persons listed as Subsidiaries thereof in Schedule 8.4 and additional Subsidiaries of the Borrower and the Parent created or acquired after the Closing Date in compliance with Section 9.19; Schedule 8.4 states as of the date hereof the organizational form of each entity, the authorized and issued capitalization of the Borrower and each Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of the Borrower and each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by the Parent, the Borrower or by any such Subsidiary thereofSubsidiary; the outstanding shares or other equity interests of the Borrower and each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessablenon-assessable; and Borrowerthe Parent, the Parent Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 8.4, free and clear of any Lien except for Liens in favor of the Collateral Agent, for the benefit of the Agent and the Lenders and the holders of the Senior Notes. Each Subsidiary of the Parent (other than the Borrower) existing as of the Closing Date has entered into a Facility Guaranty delivered at ClosingPermitted Liens.

Subsidiaries and Stockholders. The Borrower and the Parent have no Subsidiaries other than those Persons listed as Subsidiaries thereof in Schedule 8.4 and additional Subsidiaries created or acquired after the Closing Date in compliance with Section 9.19; Schedule 8.4 states as of the date hereof the organizational form of each entity, the authorized and issued capitalization of each Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by the Parent, the Borrower or by any such Subsidiary thereof; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and the Borrower, the Parent and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 8.4, free and clear of any Lien except for Liens in favor of the Collateral Agent, for the benefit of the Agent and the Lenders and the holders of the Senior NotesCredit Secured Parties. Each Subsidiary of the Parent (other than the Borrower) existing as of the Closing Date has entered into a Facility Guaranty delivered at Closing.

Subsidiaries and Stockholders. The Borrower and the Parent have no Subsidiaries other than those Persons listed as Subsidiaries thereof in Schedule 8.4 5.04 and additional Subsidiaries created or acquired after the Closing Date in compliance with Section 9.196.20; Schedule 8.4 5.04 states as of the date hereof the organizational form of each entity, the authorized and issued capitalization of each Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by the Parent, the Borrower or by any such Subsidiary thereof; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and the Borrower, the Parent and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 8.45.04, free and clear of any Lien except for Liens in favor of the Collateral Agent, for the benefit of the Agent and the Lenders and the holders of the Senior NotesCredit Secured Parties. Each Subsidiary of the Parent (other than the Borrower, CVTI and Volunteer Insurance Limited) existing as of the Closing Date has entered into a Facility Subsidiary Guaranty delivered at Closingon the Closing Date.

Subsidiaries and Stockholders. The Borrower and the Parent have has no Subsidiaries other than those Persons listed as Subsidiaries thereof in Schedule 8.4 6.01(d) hereto (which Schedule includes all Subsidiaries acquired in connection with the Saks Acquisition) and additional Subsidiaries created or acquired after the Closing Date date hereof acquired or created in compliance with Section 9.197.18 (if then applicable); Schedule 8.4 6.01(d) to this Agreement states as of the date hereof (i) with respect to all wholly owned Subsidiaries, the organizational form of each entitynames and owners thereof and (ii) with respect to all non-wholly owned Subsidiaries, the authorized and issued capitalization of each such Subsidiary listed thereon, the number of shares or other equity interests of each class of capital stock or interest issued and outstanding of each such Subsidiary and the number and/or percentage of outstanding shares or other equity interest (including options, warrants and other rights to acquire any interest) of each such class of capital stock or other equity interest owned by the Parent, the Borrower or by any such Subsidiary thereofSubsidiary; the outstanding shares or other equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and nonassessablenon- assessable; and Borrower, the Parent Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule 8.46.01(d) and all shares and other interests for each of its wholly owned Subsidiaries, free and clear of any Lien except for Liens in favor of the Collateral Agent, for the benefit of the Agent and the Lenders and the holders of the Senior Notes. Each Subsidiary of the Parent Lien; (other than the Borrower) existing as of the Closing Date has entered into a Facility Guaranty delivered at Closing.e)