Common use of Subsidiaries; Capitalization Clause in Contracts

Subsidiaries; Capitalization. As of the Effective Date, the Borrower has only the Subsidiaries set forth on, and the authorized, issued and outstanding Capital Stock of the Borrower and each such Subsidiary is as set forth on, Schedule 4.1. As of the Effective Date, except as set forth on Schedule 4.1, the shares of, or partnership or other interests in, each Subsidiary of the Borrower are owned beneficially and of record by the Borrower or another Subsidiary of the Borrower, are free and clear of all Liens and are duly authorized, validly issued, fully paid and nonassessable. As of the Effective Date, except as set forth on Schedule 4.1, (i) neither the Borrower nor any of its Subsidiaries has issued any securities convertible into, or options or warrants for, any common or preferred equity securities thereof, (ii) there are no agreements, voting trusts or understandings binding upon the Borrower or any of its Subsidiaries with respect to the voting securities of the Borrower or any of its Subsidiaries or affecting in any manner the sale, pledge, assignment or other disposition thereof, including any right of first refusal, option, redemption, call or other right with respect thereto, whether similar or dissimilar to any of the foregoing, and (iii) all of the outstanding Capital Stock of each Subsidiary of the Borrower is owned by the Borrower or another Subsidiary of the Borrower.

Subsidiaries; Capitalization. As of the Effective Date, the only Subsidiaries of the Borrower has only the Subsidiaries set forth onare MG (Bermuda) Ltd., META Group Australia Holdings PTY. Limited, Cenntinum PTE LTD. and 1422722 Ontario Inc., and the authorized, issued and outstanding Capital Stock of the Borrower and each such Subsidiary is as set forth on, on Schedule 4.1. As of the Effective Date, except as set forth on Schedule 4.1, (i) the shares of, or partnership or other interests in, each Subsidiary of the Borrower are owned beneficially and of record by the Borrower or another Subsidiary of the Borrower, are free and clear of all Liens Liens, and are duly authorized, validly issued, fully paid and nonassessable. As of the Effective Date, except as set forth on Schedule 4.1, (iii) neither the Borrower nor any of its Subsidiaries has issued any securities convertible into, or options or warrants for, any common or preferred equity securities thereof, (iiiii) there are no agreements, voting trusts or understandings binding upon the Borrower or any of its Subsidiaries with respect to the voting securities of the Borrower or any of its Subsidiaries or affecting in any manner the sale, pledge, assignment or other disposition thereof, including any right of first refusal, option, redemption, call or other right with respect thereto, whether similar or dissimilar to any of the foregoing, and (iiiiv) all of the outstanding Capital Stock of each Subsidiary of the Borrower is owned by the Borrower or another Subsidiary of the Borrower.

Subsidiaries; Capitalization. As of the Effective Date, the only Subsidiaries of the Borrower has only the Subsidiaries set forth onare those listed on Schedule 4.1, and the authorized, issued and outstanding Capital Stock of the Borrower and each such Subsidiary is as set forth on, on Schedule 4.1. As of the Effective Date, except as set forth on Schedule 4.1, (i) the shares of, or partnership or other interests in, each Subsidiary of the Borrower are owned beneficially and of record by the Borrower or another Subsidiary of the Borrower, are free and clear of all Liens Liens, and are duly authorized, validly issued, fully paid and nonassessable. As of the Effective Date, (ii) except as set forth on Schedule 4.1, (i) neither the Borrower nor any none of its Subsidiaries has issued any securities convertible into, or options or warrants for, any common or preferred equity securities thereof, (iiiii) there are no agreements, voting trusts or understandings binding upon the Borrower or any of its Subsidiaries with respect to the voting securities of the Borrower or any of its Subsidiaries or affecting in any manner the sale, pledge, assignment or other disposition thereof, including any right of first refusal, option, redemption, call or other right with respect thereto, whether similar or dissimilar to any of the foregoing, and (iii) all of the outstanding Capital Stock of each Subsidiary of the Borrower is owned by the Borrower or another Subsidiary of the Borrower.

Subsidiaries; Capitalization. As of the Effective Date, the Borrower has only the Subsidiaries set forth on, and the authorized, issued and outstanding Capital Stock of the Borrower and each such Subsidiary is as set forth on, Schedule 4.1. As of the Effective Date, the Borrower has only the Domestic Subsidiaries as set forth on Schedule 4.1. As of the Effective Date, except as set forth on Schedule 4.1, the shares of, or partnership or other interests in, each Subsidiary of the Borrower are owned beneficially and of record by the Borrower or another Subsidiary of the Borrower, are free and clear of all Liens and are duly authorized, validly issued, fully paid and nonassessable. As of the Effective Date, except as set forth on Schedule 4.1, (i) neither the Borrower nor any of its Subsidiaries has issued any securities convertible into, or options or warrants for, any common or preferred equity securities thereof, (ii) there are no agreements, voting trusts or understandings binding upon the Borrower or any of its Subsidiaries with respect to the voting securities of the Borrower or any of its Subsidiaries or affecting in any manner man ner the sale, pledge, assignment or other disposition thereof, including any right of first refusal, option, redemptionre demption, call or other right with respect thereto, whether similar or dissimilar to any of the foregoing, and (iii) all of the outstanding Capital Stock of each Subsidiary of the Borrower is owned by the Borrower or another Subsidiary of the Borrower.

Subsidiaries; Capitalization. As of the Effective Date, the Borrower Parent has only the Subsidiaries set forth on, and the authorized, issued and outstanding Capital Stock of the Borrower Parent and each such Subsidiary is as set forth on, Schedule 4.1. As of the Effective Date, and except as set forth on Schedule 4.1, the shares of, or partnership or other interests in, each Subsidiary of the Borrower Parent are owned beneficially and of record by the Borrower Parent or another Subsidiary of the BorrowerParent, are free and clear of all Liens and are duly authorized, validly issued, fully paid and nonassessable. As of the Effective Date, except as set forth on Schedule 4.1, (i) neither the Borrower no Obligor nor any of its the Foreign Subsidiaries has issued any securities convertible into, or options or warrants for, any common or preferred equity securities thereof, (ii) there are no agreements, voting trusts or understandings binding upon the Borrower Parent or any of its Subsidiaries with respect to the voting securities of the Borrower Parent or any of its Subsidiaries or affecting in any manner the sale, pledge, assignment or other disposition thereof, including any right of first refusal, option, redemption, call or other right with respect thereto, whether similar or dissimilar to any of the foregoing, and (iii) all of the outstanding Capital Stock of each Obligor or Foreign Subsidiary of the Borrower is owned by the Borrower Parent or another Subsidiary of the BorrowerObligor.

Subsidiaries; Capitalization. As of the Effective Date, the only Subsidiaries of the Borrower has only the Subsidiaries set forth onare Sentry Group and MG, and the authorized, issued and outstanding Capital Stock of the Borrower and each such Subsidiary is as set forth on, on Schedule 4.1. As of the Effective Date, except as set forth on Schedule 4.1, (i) the shares of, or partnership or other interests in, each Subsidiary of the Borrower are owned beneficially and of record by the Borrower or another Subsidiary of the Borrower, are free and clear of all Liens Liens, and are duly authorized, validly issued, fully paid and nonassessable. As of the Effective Date, except as set forth on Schedule 4.1, (iii) neither the Borrower nor any of its Subsidiaries has issued any securities convertible into, or options or warrants for, any common or preferred equity securities thereof, (iiiii) there are no agreements, voting trusts or understandings binding upon the Borrower or any of its Subsidiaries with respect to the voting securities of the Borrower or any of its Subsidiaries or affecting in any manner the sale, pledge, assignment or other disposition thereof, including any right of first refusal, option, redemption, call or other right with respect thereto, whether similar or dissimilar to any of the foregoing, and (iiiiv) all of the outstanding Capital Stock of each Subsidiary of the Borrower is owned by the Borrower or another Subsidiary of the Borrower.

Subsidiaries; Capitalization. As of the Effective Date, the The Borrower has only the Subsidiaries set permitted by this Agreement. Schedule 4.1 sets forth on, and the authorized, issued and outstanding Capital Stock Subsidiaries of the Borrower and each such Subsidiary is as set forth on, Schedule 4.1. As of the Effective Date, except as set forth on Schedule 4.1, the . The shares of, or partnership or other interests in, of each corporate Subsidiary of the Borrower are owned beneficially and of record by the Borrower or another Subsidiary of the Borrower, are free and clear of all Liens and are duly authorized, validly issued, fully paid and nonassessablenonassessable and are owned free and clear of any Liens (except for Liens created in favor of the Collateral Agent by the Collateral Documents). The interest of the Borrower in each non-corporate Subsidiary is owned free and clear of any Liens (except for Liens created in favor of the Collateral Agent by the Collateral Documents). The outstanding capital Stock of each corporate Subsidiary of the Borrower on the Effective Date and the ownership interest in each non-corporate Subsidiary are as set forth on Schedule 4.1. As of the Effective Date, except as set forth the owner of each issue of capital Stock listed on Schedule 4.1, (i) neither 4.1 is the Borrower nor any of its Subsidiaries registered and beneficial owner thereof. No Subsidiary has issued any securities convertible into, into Stock (or other equity interest) of such Subsidiary and there are no outstanding options or warrants forto purchase Stock of such Subsidiary of any class or kind, any common or preferred equity securities thereof, (ii) and there are no agreements, voting trusts or understandings binding upon the Borrower or any of its Subsidiaries similar agreements with respect to the voting securities of the Borrower thereto or any of its Subsidiaries other agreements or affecting in any manner understandings with respect thereto which would restrict or limit the sale, pledge, assignment or other disposition thereof, including including, without limitation, any right of first refusal, option, redemption, call or other right rights with respect thereto, whether similar or dissimilar to any of the foregoing, and (iii) all of or which would dilute the outstanding Capital Stock of each Subsidiary interest of the Borrower is owned by the Borrower or another Subsidiary of the Borrowertherein.

Subsidiaries; Capitalization. As of the Effective Closing Date, (a) the Borrower Company has only the Subsidiaries set forth onon Schedule 5.01, (b) the authorized and the authorized, issued and outstanding Capital Stock of the Borrower Company is, as of the date set forth in the Report on Form 10-K filed by the Company with the SEC for the fiscal year ended December 29, 2007, as set forth therein, (c) the authorized and issued and outstanding Capital Stock of each such Subsidiary is as set forth on, on Schedule 4.1. As 5.01 and (d) the percentage owned by the Company of the Effective Date, except issued and outstanding Capital Stock of each Subsidiary is as set forth on Schedule 4.15.01. Except as set forth on Schedule 5.01, the shares of, or partnership or other interests in, each Subsidiary of the Borrower Company are owned beneficially and of record by the Borrower Company or another Subsidiary of the BorrowerCompany, are free and clear of all Liens (other than Permitted Liens) and are duly authorized, validly issued, fully paid and nonassessable. As of the Effective Closing Date, except as set forth on Schedule 4.15.01, (ix) neither the Borrower Company nor any of its Subsidiaries has issued any securities convertible into, or options or warrants for, any common or preferred equity securities thereof, (iiy) there are no agreements, voting trusts or understandings binding upon the Borrower Company or any of its Subsidiaries with respect to the voting securities of the Borrower Company or any of its Subsidiaries or affecting in any manner the sale, pledge, assignment or other disposition thereof, including any right of first refusal, option, redemption, call or other right with respect thereto, whether similar or dissimilar to any of the foregoing, and (iiiz) all of the outstanding Capital Stock of each Subsidiary of the Borrower Company is owned by the Borrower Company or another Subsidiary of the BorrowerCompany.

Subsidiaries; Capitalization. As of the Effective Date, the Parent Borrower has only the Subsidiaries set forth on, and the authorized, issued and outstanding Capital Stock of the Parent Borrower and each such Subsidiary is as set forth on, Schedule 4.1. As of the Effective Date, except Except as set forth on Schedule 4.1, the shares of, or partnership or other interests in, each Subsidiary of the Parent Borrower are owned beneficially and of record by the Parent Borrower or another Subsidiary of the Parent Borrower, are free and clear of all Liens (other than Permitted Liens) and are duly authorized, validly issued, fully paid and nonassessable. As of the Effective Date, except as set forth on Schedule 4.1, (i) neither the Parent Borrower nor any of its Subsidiaries has issued any securities convertible into, or options or warrants for, any common or preferred equity securities thereof, (ii) there are no agreements, voting trusts or understandings binding upon the Parent Borrower or any of its Subsidiaries with respect to the voting securities of the Parent Borrower or any of its Subsidiaries or affecting in any manner the sale, pledge, assignment or other disposition thereof, including any right of first refusal, option, redemption, call or other right with respect thereto, whether similar or dissimilar to any of the foregoing, and (iii) all of the outstanding Capital Stock of each Subsidiary of the Parent Borrower is owned by the Parent Borrower or another Subsidiary of the Parent Borrower.

Subsidiaries; Capitalization. As of the Effective Date, (i) the Borrower has only the Subsidiaries set forth on, on Schedule 4.1 and (ii) the authorized, issued and outstanding Capital Stock of the Borrower and each such Subsidiary is as set forth on, on Schedule 4.1. As of the Effective Date, except as set forth on Schedule 4.1, 4.1,a. none of the Subsidiaries is a Foreign Subsidiary or an Exempt Subsidiary,b. the shares of, or partnership or other interests in, each Subsidiary of the Borrower are owned beneficially and of record by the Borrower or another Subsidiary of the Borrower, are free and clear of all Liens and are duly authorized, validly issued, fully paid and nonassessable. As of the Effective Date, except as set forth on Schedule 4.1, (i) ,c. neither the Borrower nor any of its Subsidiaries has issued any securities convertible into, or options or warrants for, any common or preferred equity securities thereof, (ii) ,d. there are no agreements, voting trusts or understandings binding upon the Borrower or any of its Subsidiaries with respect to the voting securities of the Borrower or any of its Subsidiaries or affecting in any manner the sale, pledge, assignment or other disposition thereof, including any right of first refusal, option, redemption, call or other right with respect thereto, whether similar or dissimilar to any of the foregoing, and (iii) all of the outstanding Capital Stock of each Subsidiary of the Borrower is owned by the Borrower or another Subsidiary of the Borrower.

Subsidiaries; Capitalization. As of the Effective Date, the Borrower has only the Subsidiaries set forth on, and the authorized, issued and outstanding Capital Stock of the Borrower and each such Subsidiary is as set forth on, Schedule 4.1. As of the Effective Date, except Except as set forth on Schedule 4.1, the shares of, or partnership or other interests in, each Subsidiary of the Borrower are owned beneficially and of record by the Borrower or another Subsidiary of the Borrower, are free and clear of all Liens and are duly authorized, validly issued, fully paid and nonassessable. As of the Effective Date, except Except as set forth on Schedule 4.1, (i) neither the Borrower nor any of its Subsidiaries has issued any securities convertible into, or options or warrants for, any common or preferred equity securities thereof, (ii) there are no agreements, voting trusts or understandings binding upon the Borrower or any of its Subsidiaries with respect to the voting securities of the Borrower or any of its Subsidiaries or affecting in any manner the sale, pledge, assignment or other disposition thereof, including any right of first refusal, option, redemption, call or other right with respect thereto, whether similar or dissimilar to any of the foregoing, and (iii) all of the outstanding Capital Stock of each Subsidiary of the Borrower is owned by the Borrower or another Subsidiary of the Borrower. The outstanding Capital Stock of the Borrower is owned by the Parent, as the limited partner (99% partnership interest), and Xxxx Investments, Inc., as the general partner (1% partnership interest).

Subsidiaries; Capitalization. As of the Effective Date, the Borrower has only the Subsidiaries set forth on, and the authorized, issued and outstanding Capital Stock of the Borrower and each such Subsidiary (or partnership or other interests, as the case may be) is as set forth on, Schedule 4.1. As of the Effective Date, except as set forth on Schedule 4.1, the shares of, or partnership or other interests in, each Restricted Subsidiary of the Borrower are owned beneficially and of record by the Borrower or another Restricted Subsidiary of the Borrower, are free and clear of all Liens Liens, and are duly authorized, validly issued, fully paid and nonassessable. As of the Effective Date, except as set forth on Schedule 4.1, (i) neither the Borrower nor any of its Restricted Subsidiaries has issued any securities convertible into, or options or warrants for, any common or preferred equity securities thereof, (ii) there are no agreements, voting trusts or understandings binding upon the Borrower or any of its Restricted Subsidiaries with respect to the voting securities of the Borrower or any of its Restricted Subsidiaries or affecting in any manner the sale, pledge, assignment or other disposition thereof, including any right of first refusal, option, redemption, call or other right with respect thereto, whether similar or dissimilar to any of the foregoing, and (iii) all of the outstanding Capital Stock of each Restricted Subsidiary of the Borrower is owned by the Borrower or another Restricted Subsidiary of the Borrower.