Common use of Subsidiaries; Capitalization Clause in Contracts

Subsidiaries; Capitalization. As of the Closing Date, the Borrower has no other Subsidiaries other than those listed in Schedule 9.14 to the Disclosure Letter As of the Closing Date, Schedule 9.14 to the Disclosure Letter sets forth the jurisdiction of incorporation or organization of the Borrower and its Subsidiaries, the percentage of the Borrower’s ownership of the outstanding Voting Stock of each Subsidiary of the Borrower, and the authorized, issued and outstanding Capital Stock of the Borrower and each Subsidiary of the Borrower. All of the outstanding Capital Stock of the Borrower and its Subsidiaries has been validly issued, is fully paid, is nonassessable and has not been issued in violation of any preemptive or similar rights. As of the Closing Date, except as disclosed in Schedule 9.14 to the Disclosure Letter, there are (a) no outstanding subscriptions, options, warrants, calls or rights (including preemptive rights) to acquire, and no outstanding securities or instruments convertible into, Capital Stock of the Borrower or any of its Subsidiaries and (b) no shareholder agreements, voting trusts or similar agreements in effect and binding on any shareholder of (i) to the Borrower’s knowledge, the Borrower or any of its Capital Stock or (ii) any Subsidiary of the Borrower or any of their respective Capital Stock. All shares of Capital Stock of the Borrower and its Subsidiaries were issued in compliance with all applicable state and federal securities laws.

Subsidiaries; Capitalization. As of the Closing Effective Date, (i) the Parent Borrower has no other only the Subsidiaries other than those listed in set forth on Schedule 9.14 to 4.1, (ii) the Disclosure Letter As of the Closing Date, Schedule 9.14 to the Disclosure Letter sets forth the jurisdiction of incorporation or organization of the Borrower authorized and its Subsidiaries, the percentage of the Borrower’s ownership of the outstanding Voting Stock of each Subsidiary of the Borrower, and the authorized, issued and outstanding Capital Stock of the Parent Borrower is as set forth in the Report on Form 10-K filed by the Parent Borrower with the SEC for the fiscal year ended December 27, 2003, (iii) the authorized and issued and outstanding Capital Stock of each Guarantor is as set forth on Schedule 4.1 and (iv) the percentage owned by the Parent Borrower of the issued and outstanding Capital Stock of each other Subsidiary is as set forth on Schedule 4.1. Except as set forth on Schedule 4.1, the shares of, or partnership or other interests in, each Subsidiary of the Borrower. All Parent Borrower are owned beneficially and of record by the Parent Borrower or another Subsidiary of the outstanding Capital Stock Parent Borrower, are free and clear of the Borrower all Liens (other than Permitted Liens) and its Subsidiaries has been are duly authorized, validly issued, is fully paid, is nonassessable paid and has not been issued in violation of any preemptive or similar rightsnonassessable. As of the Closing Effective Date, except as disclosed in set forth on Schedule 9.14 to 4.1, (i) neither the Disclosure Letter, there are (a) no outstanding subscriptions, options, warrants, calls or rights (including preemptive rights) to acquire, and no outstanding Parent Borrower nor any of its Subsidiaries has issued any securities or instruments convertible into, Capital Stock of 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 and (b) no shareholder agreements, voting trusts or similar agreements in effect and binding on any shareholder of (i) with respect to the Borrower’s knowledge, 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 Table of Contents outstanding Capital Stock or (ii) any of each Subsidiary of the Parent Borrower is owned by the Parent Borrower or any of their respective Capital Stock. All shares of Capital Stock another Subsidiary of the Borrower and its Subsidiaries were issued in compliance with all applicable state and federal securities lawsParent Borrower.

Subsidiaries; Capitalization. As of the Closing Date, the ---------------------------- Borrower has no other Subsidiaries other than those listed in on Schedule 9.14 to the Disclosure Letter 8.14 hereto. As of the Closing Date, Schedule 9.14 to the Disclosure Letter 8.14 sets forth the jurisdiction of incorporation or organization of the Borrower and its Subsidiarieseach such Subsidiary, the percentage of the Borrower’s 's ownership of the outstanding Voting Stock voting stock (or other ownership interests) of each such Subsidiary of the Borrower, and the authorized, issued and outstanding Capital Stock Equity Interests of the Borrower and each Subsidiary Subsidiary. As of the Closing Date, Schedule 8.14 correctly sets forth all holders of the Borrower's Equity Interests. All of the outstanding Capital Stock Equity Interests of the Borrower and its Subsidiaries has each Subsidiary have been validly issued, is are fully paid, is are nonassessable and has have not been issued in violation of any preemptive or similar rights. As of Except as provided for in the Closing Date, except Operating Agreement or as disclosed in Schedule 9.14 to the Disclosure Letterotherwise permitted hereunder, there are (a) no outstanding subscriptions, options, warrants, calls calls, or rights (including preemptive rights) to acquire, and no outstanding securities or instruments convertible into, Capital Stock Equity Interests of the Borrower or any of its Subsidiaries Subsidiary, and (b) no shareholder agreements, voting trusts or similar agreements in effect and binding on any shareholder of (i) to the Borrower’s knowledge, the Borrower or any of its Capital Stock or (ii) any Subsidiary of the Borrower or any of their respective Capital Stock. All shares of Capital Stock of the Borrower and its Subsidiaries were issued in compliance with all applicable state and federal securities laws.a

Subsidiaries; Capitalization. As of the Closing Date, the Borrower has no other Subsidiaries other than those listed in Schedule 9.14 to the Disclosure Letter 9.14. As of the Closing Date, Schedule 9.14 to the Disclosure Letter sets forth the jurisdiction of incorporation or organization of the Borrower and its Subsidiaries, the percentage of the Borrower’s 's ownership of the outstanding Voting Stock of each Subsidiary of the Borrower, and the authorized, issued and outstanding Capital Stock of the Borrower and each Subsidiary of the Borrower. All of the outstanding Capital Stock of the Borrower and its Subsidiaries has been validly issued, is fully paid, is nonassessable and has not been issued in violation of any preemptive or similar rights. As of the Closing Date, except as disclosed in Schedule 9.14 to the Disclosure Letter9.14, there are (a) no outstanding subscriptions, options, warrants, calls or rights (including preemptive rights) to acquire, and no outstanding securities or instruments convertible into, Capital Stock of the Borrower or any of its Subsidiaries and (b) no shareholder agreements, voting trusts or similar agreements in effect and binding on any shareholder of (i) to the Borrower’s 's knowledge, the Borrower or any of its Capital Stock or (ii) any Subsidiary of the Borrower or any of their respective Capital Stock. All shares of Capital Stock of the Borrower and its Subsidiaries were issued in compliance with all applicable state and federal securities laws.

Subsidiaries; Capitalization. As of the Closing Date, the Borrower has no other Subsidiaries other than those listed in Schedule 9.14 to 8.14 and, excluding 3557944 Canada Inc., ShowBiz Merchandise, Inc., and Smintheus Incorporated, the Disclosure Letter aggregate value of all assets of the Borrower's Subsidiaries does not equal or exceed $8,000,000 and the aggregate revenues of such Subsidiaries during the twelve (12) month period ended July 2, 2000 does not equal or exceed $8,000,000. As of the Closing Date, Schedule 9.14 to the Disclosure Letter 8.14 sets forth the jurisdiction of incorporation or organization of the Borrower and its Subsidiaries, the percentage of the Borrower’s 's ownership of the outstanding Voting Stock of each Subsidiary of the Borrower, and the authorized, issued issued, and outstanding Capital Stock of the Borrower and each Subsidiary of the Borrower. All of the outstanding Capital Stock of the Borrower and its Subsidiaries has been validly issued, is fully paid, is nonassessable nonassessable, and has not been issued in violation of any preemptive or similar rights. As of the Closing Date, except Except as disclosed in Schedule 9.14 to the Disclosure Letter8.14, there are (a) no outstanding subscriptions, options, warrants, calls calls, or rights (including including, without limitation, preemptive rights) to acquire, and no outstanding securities or instruments convertible into, Capital Stock of the Borrower or any of its Subsidiaries Subsidiaries, and (b) no shareholder agreements, voting trusts trusts, or similar agreements in effect and binding on any shareholder of (i) to the Borrower’s knowledge, the Borrower or any of its Subsidiaries or the Capital Stock or (ii) any Subsidiary of the Borrower or any of their respective Capital Stockits Subsidiaries. All shares of Capital Stock of the Borrower and its Subsidiaries were issued in compliance with all applicable state and federal securities laws.

Subsidiaries; Capitalization. As of the Closing Date, the Borrower has no other Subsidiaries other than those listed in Schedule 9.14 to the Disclosure Letter Letter. As of the Closing Date, Schedule 9.14 to the Disclosure Letter sets forth the jurisdiction of incorporation or organization of the Borrower and its Subsidiaries, the percentage of the Borrower’s ownership of the outstanding Voting Stock of each Subsidiary of the Borrower, and the authorized, issued and outstanding Capital Stock of the Borrower and each Subsidiary of the Borrower. All of the outstanding Capital Stock of the Borrower and its Subsidiaries has been validly issued, is fully paid, is nonassessable and has not been issued in violation of any preemptive or similar rights. As of the Closing Date, except as disclosed in Schedule 9.14 to the Disclosure Letter, there are (a) no outstanding subscriptions, options, warrants, calls or rights (including preemptive rights) to acquire, and no outstanding securities or instruments convertible into, Capital Stock of the Borrower or any of its Subsidiaries and (b) no shareholder agreements, voting trusts or similar agreements in effect and binding on any shareholder of (i) to the Borrower’s knowledge, the Borrower or any of its Capital Stock or (ii) any Subsidiary of the Borrower or any of their respective Capital Stock. All shares of Capital Stock of the Borrower and its Subsidiaries were issued in compliance with all applicable state and federal securities laws.

Subsidiaries; Capitalization. As of the Closing Date, the Borrower has no other Subsidiaries other than those listed in Schedule 9.14 to the Disclosure Letter Letter. As of the Closing Date, Schedule 9.14 to the Disclosure Letter sets forth the jurisdiction of incorporation or organization of the Borrower and its Subsidiaries, the percentage of the Borrower’s ownership of the outstanding Voting Stock of each Subsidiary of the Borrower, and the authorized, issued and outstanding Capital Stock of the Borrower and each Subsidiary of the Borrower. All of the outstanding Capital Stock of the Borrower and its Subsidiaries has been validly issued, is fully paid, is nonassessable and has not been issued in violation of any preemptive or similar rights. As of the Closing Date, except as disclosed in Schedule 9.14 to the Disclosure Letter, there are (a) no outstanding subscriptions, options, warrants, calls or rights (including preemptive rights) to acquire, and no outstanding securities or instruments convertible into, Capital Stock of the Borrower or any of its the Borrower’s Subsidiaries and (b) no shareholder agreements, voting trusts or similar agreements in effect and binding on any shareholder of (i) to the Borrower’s knowledge, the Borrower or any of its Capital Stock or (ii) any Subsidiary of the Borrower or any of their respective Capital Stock. All shares of Capital Stock of the Borrower and its Subsidiaries were issued in compliance with all applicable state and federal securities laws.

Subsidiaries; Capitalization. As of the Closing Date, the Borrower has no other Subsidiaries other than those listed in Schedule 9.14 to the Disclosure Letter 8.14. As of the Closing Date, Schedule 9.14 to the Disclosure Letter 8.14 sets forth the jurisdiction of incorporation or organization of the Borrower and its Subsidiaries, the percentage of the Borrower’s 's ownership of the outstanding Voting Stock of each Subsidiary of the Borrower, and the authorized, issued issued, and outstanding Capital Stock of the Borrower and each Subsidiary of the Borrower. All of the outstanding Capital Stock of the Borrower and its Subsidiaries has been validly issued, is fully paid, is nonassessable nonassessable, and has not been issued in violation of any preemptive or similar rights. As of the Closing Date, except as disclosed in Schedule 9.14 to the Disclosure Letter8.14, there are (a) no outstanding subscriptions, options, warrants, calls calls, or rights (including including, without limitation, preemptive rights) to acquire, and no outstanding securities or instruments convertible into, Capital Stock of the Borrower or any of its Subsidiaries Subsidiaries, and (b) no shareholder agreements, voting trusts trusts, or similar agreements in effect and binding on any shareholder of (i) to the Borrower’s 's knowledge, the Borrower or any of its Capital Stock or (ii) any Subsidiary of the Borrower or any of their respective Capital Stock. All shares of Capital Stock of the Borrower and its Subsidiaries were issued in compliance with all applicable state and federal securities laws.