Common use of Subsidiaries and Stockholders Clause in Contracts

Subsidiaries and Stockholders. Borrower has no Subsidiaries other than ----------------------------- those Persons listed as Subsidiaries in Schedule 6.01(d) hereto (which Schedule ---------------- includes all Subsidiaries acquired in connection with the Xxxxxx Acquisition) and Subsidiaries after the date hereof acquired or created in compliance with Section 7.18 (if then applicable); Schedule 6.01(d) to this Agreement states as ------------ ---------------- of the date hereof 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 equity interest owned by Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule -------- 6.01(d) and all shares and other interests for each of its wholly owned ------- Subsidiaries, free and clear of any Lien;

Subsidiaries and Stockholders. The Parent and the Borrower has no Subsidiaries other than ----------------------------- those Persons listed as Subsidiaries in Schedule 6.01(d) hereto (which Schedule ---------------- includes all 8.4 and additional Subsidiaries of the Borrower and the Parent created or acquired in connection with the Xxxxxx Acquisition) and Subsidiaries after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable)9.19; Schedule 6.01(d) to this Agreement 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; 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 the Parent, the Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule -------- 6.01(d) and all shares and other interests for each of its wholly owned ------- Subsidiaries8.4, free and clear of any Lien;Lien other than Permitted Liens.

Subsidiaries and Stockholders. Borrower has no Subsidiaries other than ----------------------------- those Persons listed as Subsidiaries in Schedule 6.01(d) hereto (which Schedule ---------------- includes all Subsidiaries acquired in connection with the Xxxxxx Saks Acquisition) and Subsidiaries after the date hereof acquired or created in compliance with Section 7.18 (if then applicable); Schedule 6.01(d) to this Agreement states as ------------ ---------------- of the date hereof (i) with respect to all wholly owned Subsidiaries, the names 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 equity interest owned by Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule -------- 6.01(d) and all shares and other interests for each of its wholly owned ------- Subsidiaries, free and clear of any Lien;; (e)

Subsidiaries and Stockholders. Borrower has no Subsidiaries other than ----------------------------- those Persons listed as Subsidiaries in Schedule 6.01(d) hereto (which Schedule ---------------- includes all Subsidiaries acquired in connection with the Xxxxxx Acquisition) and Subsidiaries after the date hereof acquired or created in compliance with Section 7.18 (if then applicable)7.18; Schedule 6.01(d) to this Agreement states as ------------ ---------------- of the date hereof 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 equity interest owned by Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule -------- 6.01(d) and all shares and other interests for each of its wholly owned ------- Subsidiaries, free and clear of any Lien;

Subsidiaries and Stockholders. The Borrower has and the Parent have no Subsidiaries other than ----------------------------- those Persons listed as Subsidiaries thereof in Schedule 6.01(d) hereto (which Schedule ---------------- includes all 8.4 and additional Subsidiaries created or acquired in connection with the Xxxxxx Acquisition) and Subsidiaries after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable)9.19; Schedule 6.01(d) to this Agreement 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 SubsidiarySubsidiary 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 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 -------- 6.01(d) and all shares and other interests for each of its wholly owned ------- Subsidiaries8.4, free and clear of any Lien;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 has and the Parent have no Subsidiaries other than ----------------------------- those Persons listed as Subsidiaries thereof in Schedule 6.01(d) hereto (which Schedule ---------------- includes all 5.04 and additional Subsidiaries created or acquired in connection with the Xxxxxx Acquisition) and Subsidiaries after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable)6.20; Schedule 6.01(d) to this Agreement 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 SubsidiarySubsidiary 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 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 -------- 6.01(d) and all shares and other interests for each of its wholly owned ------- Subsidiaries5.04, free and clear of any Lien;Lien except for Liens in favor of the Collateral Agent, for the benefit of the Credit 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 Subsidiary Guaranty delivered on the Closing Date.

Subsidiaries and Stockholders. The Borrower has and the Parent have no Subsidiaries other than ----------------------------- those Persons listed as Subsidiaries thereof in Schedule 6.01(d) hereto (which Schedule ---------------- includes all 8.4 and additional Subsidiaries created or acquired in connection with the Xxxxxx Acquisition) and Subsidiaries after the date hereof acquired or created Closing Date in compliance with Section 7.18 (if then applicable)9.19; Schedule 6.01(d) to this Agreement 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 SubsidiarySubsidiary 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 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 -------- 6.01(d) and all shares and other interests for each of its wholly owned ------- Subsidiaries8.4, free and clear of any Lien;Lien except for Liens in favor of the Collateral Agent, for the benefit of the Credit 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. Borrower has no Subsidiaries other than ----------------------------- those Persons listed as Subsidiaries in Schedule 6.01(d) hereto (which Schedule ---------------- includes all Subsidiaries acquired in connection with the Xxxxxx Saks Acquisition) and Subsidiaries after the date hereof acquired or created in compliance with Section 7.18 (if then applicable); Schedule 6.01(d) to this Agreement states as ------------ ---------------- of the date hereof (i) with respect to all wholly owned Subsidiaries, the names 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 equity interest owned by Borrower or by any such Subsidiary; the outstanding shares or other equity interests of each Subsidiary have been duly authorized and validly issued and are fully paid and nonassessablenon- assessable; and Borrower and each such Subsidiary owns beneficially and of record all the shares and other interests it is listed as owning in Schedule -------- 6.01(d) and all shares and other interests for each of its wholly owned ------- Subsidiaries, free and clear of any Lien;; (e)