Common use of Subsidiaries, Capital Structure and Indebtedness and Investments Clause in Contracts

Subsidiaries, Capital Structure and Indebtedness and Investments. (a) As of the Closing Date, Xxxxxxx-Xxxxxx International has no Material Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.07 (including the jurisdiction of organization, classes of capital stock, including options, warrants, rights of subscriptions, conversion and exchangeability and other similar rights, ownership and ownership percentages), and neither Xxxxxxx-Xxxxxx International nor the Material Subsidiaries have any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.07; provided that the foregoing shall not apply to wholly-owned Subsidiaries. The outstanding shares of Capital Stock of Xxxxxxx-Xxxxxx International and the Material Subsidiaries shown have been validly issued, fully-paid and are non-assessable and owned free and clear of Liens. Except as set forth in Part (b) of Schedule 5.07, Xxxxxxx-Xxxxxx International, or one or more of its Subsidiaries, owns good, valid and marketable title to all the outstanding common stock of each Loan Party and all the Material Subsidiaries, free and clear of all Liens of every kind, directly or indirectly, whether absolute, matured, contingent or otherwise, except for such defects in title or Liens that could not reasonably be expected to have a Material Adverse Effect and Liens permitted under Section 7.01.

Subsidiaries, Capital Structure and Indebtedness and Investments. (a) As of the Closing Amendment No. 4 Effective Date, Xxxxxxx-Xxxxxx International has no Material Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.07 discloses all of Xxxxxxx-Xxxxxx International’s Subsidiaries which are Material Subsidiaries (including and such disclosure includes the jurisdiction of organization, classes of capital stock, as applicable, including options, warrants, rights of subscriptions, conversion and exchangeability and other similar rights, ownership and ownership percentages), and neither Xxxxxxx-Xxxxxx International nor the Material Subsidiaries have any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.07; provided that the foregoing shall not apply to wholly-owned Subsidiaries. The outstanding shares of Capital Stock of Xxxxxxx-Xxxxxx International and the Material Subsidiaries shown have been validly issued, fully-paid and are non-assessable and owned free and clear of Liens. Except as set forth in Part (b) of Schedule 5.07, Xxxxxxx-Xxxxxx International, or one or more of its Subsidiaries, owns good, valid and marketable title to all the outstanding common stock of each Loan Party and all the Material Subsidiaries, free and clear of all Liens of every kind, directly or indirectly, whether absolute, matured, contingent or otherwise, except for such defects in title or Liens that could not reasonably be expected to have a Material Adverse Effect and Liens permitted under Section 7.01.

Subsidiaries, Capital Structure and Indebtedness and Investments. (a) As of the Closing Amendment No. 3 Effective Date, Xxxxxxx-Xxxxxx International has no Material Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.07 discloses all of Xxxxxxx-Xxxxxx International’s Subsidiaries which are (including and which it reasonably expects to be) Material Subsidiaries (and such disclosure includes the jurisdiction of organization, classes of capital stock, including options, warrants, rights of subscriptions, conversion and exchangeability and other similar rights, ownership and ownership percentages), and neither Xxxxxxx-Xxxxxx International nor the Material Subsidiaries have any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.07; provided that the foregoing shall not apply to wholly-owned Subsidiaries. The outstanding shares of Capital Stock of Xxxxxxx-Xxxxxx International and the Material Subsidiaries shown have been validly issued, fully-paid and are non-assessable and owned free and clear of Liens. Except as set forth in Part (b) of Schedule 5.07, Xxxxxxx-Xxxxxx International, or one or more of its Subsidiaries, owns good, valid and marketable title to all the outstanding common stock of each Loan Party and all the Material Subsidiaries, free and clear of all Liens of every kind, directly or indirectly, whether absolute, matured, contingent or otherwise, except for such defects in title or Liens that could not reasonably be expected to have a Material Adverse Effect and Liens permitted under Section 7.01.

Subsidiaries, Capital Structure and Indebtedness and Investments. (a) 4. As of the Closing Amendment No. 1 Effective Date, Xxxxxxx-Xxxxxx International has no Material Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.07 (including the jurisdiction of organization, classes of capital stock, including options, warrants, rights of subscriptions, conversion and exchangeability and other similar rights, ownership and ownership percentages), and neither Xxxxxxx-Xxxxxx International nor the Material Subsidiaries have any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.07; provided that the foregoing shall not apply to wholly-owned Subsidiaries. The outstanding shares of Capital Stock of Xxxxxxx-Xxxxxx International and the Material Subsidiaries shown have been validly issued, fully-paid and are non-assessable and owned free and clear of Liens. Except as set forth in Part (b) of Schedule 5.07, Xxxxxxx-Xxxxxx International, or one or more of its Subsidiaries, owns good, valid and marketable title to all the outstanding common stock of each Loan Party and all the Material Subsidiaries, free and clear of all Liens of every kind, directly or indirectly, whether absolute, matured, contingent or otherwise, except for such defects in title or Liens that could not reasonably be expected to have a Material Adverse Effect and Liens permitted under Section 7.01.

Subsidiaries, Capital Structure and Indebtedness and Investments. (a) As of the Closing Date, XxxxxxxMettler-Xxxxxx Toledo International has no Material Subsidiaries other than those othxx xxxx xxxxe specifically disclosed in Part (a) of Schedule 5.07 (including the jurisdiction of organization, classes of capital stock, including options, warrants, rights of subscriptions, conversion and exchangeability and other similar rights, ownership and ownership percentages), and neither XxxxxxxMettler-Xxxxxx Toledo International nor the Material Subsidiaries have any equity investments havx xxx xxxxxx xnvestments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.07; provided that the foregoing shall not apply to wholly-owned Subsidiaries. The outstanding shares of Capital Stock of XxxxxxxMettler-Xxxxxx Toledo International and the Material Subsidiaries shown have been validly xxxx xxxx xxxidly issued, fully-paid and are non-assessable and owned free and clear of Liens. Except as set forth in Part (b) of Schedule 5.07, XxxxxxxMettler-Xxxxxx Toledo International, or one or more of its SubsidiariesSubsidiariex, owns goodxxxx xxxx, valid and marketable title to all the outstanding common stock of each Loan Party and all the Material Subsidiaries, free and clear of all Liens of every kind, directly or indirectly, whether absolute, matured, contingent or otherwise, except for such defects in title or Liens that could not reasonably be expected to have a Material Adverse Effect and Liens permitted under Section 7.01.

Subsidiaries, Capital Structure and Indebtedness and Investments. (a) As of the Closing Date, XxxxxxxMxxxxxx-Xxxxxx International has no Material Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.07 (including the jurisdiction of organization, classes of capital stock, including options, warrants, rights of subscriptions, conversion and exchangeability and other similar rights, ownership and ownership percentages), and neither XxxxxxxMxxxxxx-Xxxxxx International nor the Material Subsidiaries have any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.07; provided that the foregoing shall not apply to wholly-owned Subsidiaries. The outstanding shares of Capital Stock of XxxxxxxMxxxxxx-Xxxxxx International and the Material Subsidiaries shown have been validly issued, fully-paid and are non-assessable and owned free and clear of Liens. Except as set forth in Part (b) of Schedule 5.07, XxxxxxxMxxxxxx-Xxxxxx International, or one or more of its Subsidiaries, owns good, valid and marketable title to all the outstanding common stock of each Loan Party and all the Material Subsidiaries, free and clear of all Liens of every kind, directly or indirectly, whether absolute, matured, contingent or otherwise, except for such defects in title or Liens that could not reasonably be expected to have a Material Adverse Effect and Liens permitted under Section 7.01.