Common use of Subsidiaries; Equity Interests; Loan Parties Clause in Contracts

Subsidiaries; Equity Interests; Loan Parties. As of the Closing Date, (a) no Loan Party has any Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, each identified as either Restricted or Unrestricted, (b) all of the outstanding Equity Interests in any such Subsidiaries that are owned by any Loan Party have been validly issued and are owned by the Loan Parties in the percentages specified on Part (a) of Schedule 5.13, free and clear of, in the case of any such Restricted Subsidiaries, all Liens except those created under the Collateral Documents and inchoate tax Liens and (c) no Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13 or as held in a securities account. Set forth on Part (c) of Schedule 5.13 is a complete and accurate list of all Loan Parties as of the Closing Date, showing (as to each Loan Party) the jurisdiction of its organization, the address of its principal place of business and its U.S. taxpayer identification number. The copy of the charter of each Loan Party and each amendment thereto provided pursuant to Section 4.1(a)(iv) is a true and correct copy of each such document as of the Closing Date, each of which is valid and in full force and effect as of the Closing Date.

Subsidiaries; Equity Interests; Loan Parties. As of the Closing Restatement Date, (a) the Borrower has no Loan Party has any Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, each identified as either Restricted or Unrestricted, (b) and all of the outstanding Equity Interests in any such Subsidiaries that are owned by any Loan Party have been validly issued issued, are fully paid and non-assessable (to the extent such concepts are applicable in the relevant jurisdiction) and are owned by the a Loan Parties Party in the percentages amounts specified on Part (a) of Schedule 5.13, 5.13 free and clear of, in the case of any such Restricted Subsidiaries, all Liens except those created under the Collateral Documents and inchoate tax Liens and (c) the ABL Loan Documents, subject to the Intercreditor Agreement. The Borrower has no Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in on Part (b) of Schedule 5.13 or as held in a securities account5.13. Set forth on Part (c) of Schedule 5.13 is a complete and accurate list of all Loan Parties Parties, showing as of the Closing Date, showing Restatement Date (as to each Loan Party) the jurisdiction of its organizationincorporation, the address of its principal place of business and its U.S. taxpayer identification organizational number, if any. The copy of the charter each Organizational Document of each Loan Party and each amendment thereto provided pursuant to Section 4.1(a)(ivSections 4.01(a)(vi) and 4.01(a)(vii) is a true and correct copy of each such document as of the Closing Datedocument, each of which is valid and in full force and effect as of the Closing Dateeffect.

Subsidiaries; Equity Interests; Loan Parties. As of the Closing Date, (a) no Loan Party has any Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, each identified as either Restricted or Unrestricted, (b) all of the outstanding Equity Interests in any such Subsidiaries that are owned by any Loan Party have been validly issued and are owned by the Loan Parties in the percentages specified on Part (a) of Schedule 5.13, free and clear of, in the case of any such Restricted Subsidiaries, all Liens except those created under the Collateral Documents and inchoate tax Liens and (c) no Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13 or as held in a securities account5.13. Set forth on Part (c) of Schedule 5.13 is a complete and accurate list of all Loan Parties as of the Closing Date, showing (as to each Loan Party) the jurisdiction of its organization, the address of its principal place of business and its U.S. taxpayer identification number. The copy of the charter of each Loan Party and each amendment thereto provided pursuant to Section 4.1(a)(iv4.01(a)(iv) is a true and correct copy of each such document as of the Closing Date, each of which is valid and in full force and effect as of the Closing Date.

Subsidiaries; Equity Interests; Loan Parties. As of the Closing Date, (a) no Loan Party has any Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, each identified as either a Restricted Subsidiary or Unrestrictedan Unrestricted Subsidiary, (b) all of the outstanding Equity Interests in any such Subsidiaries that are owned by any Loan Party have been validly issued and are owned by the Loan Parties in the percentages specified on Part (a) of Schedule 5.13, free and clear of, in the case of any such Restricted Subsidiaries, all Liens except those created under the Collateral Documents and inchoate tax Liens and (c) no Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13 or as held in a securities account. Set forth on Part (c) of Schedule 5.13 is a complete and accurate list of all Loan Parties as of the Closing Date, showing (as to each Loan Party) the jurisdiction of its organization, the address of its principal place of business and its U.S. taxpayer identification number. The copy of the charter of each Loan Party and each amendment thereto provided pursuant to Section 4.1(a)(iv) is a true and correct copy of each such document as of the Closing Date, each of which is valid and in full force and effect as of the Closing Date.

Subsidiaries; Equity Interests; Loan Parties. As of the Closing Date, (a) The Borrowers have no Loan Party has any Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, each identified as either Restricted or Unrestricted, (b) all . All of the outstanding Equity Interests in any such Subsidiaries that are owned by any Loan Party have been validly issued issued, are fully paid and non-assessable and are owned by the a Loan Parties Party in the percentages amounts specified on Part (a) of Schedule 5.13, 5.13 free and clear of, in the case of any such Restricted Subsidiaries, all Liens Encumbrances except those created under the Collateral Documents and inchoate tax Liens and (c) Security Documents. The Borrowers have no Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13 or as held 5.13. All of the outstanding Equity Interests in a securities account. Set forth the Borrowers have been validly issued, are fully paid and non-assessable and, except with respect to the Parent’s Equity Interests, are owned by the Persons in the amounts specified on Part (c) of the Schedule 5.13 free and clear of all Encumbrances except those created under the Security Documents. Schedule 5.13 is a complete and accurate list of all Loan Parties Parties, showing as of the Closing Date, showing Date (as to each Loan Party) the jurisdiction of its organizationincorporation or formation, the address of its principal place of business and its U.S. taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation. The copy of the charter or other organizational document of each Loan Party and each amendment thereto provided pursuant to Section 4.1(a)(iv4.1(a)(ix) is a true and correct copy of each such document as of the Closing Datedocument, each of which is valid and in full force and effect as of the Closing Dateeffect.

Subsidiaries; Equity Interests; Loan Parties. As of the Closing Date, (a) no No Loan Party has any Subsidiaries Subsidiaries, Minority Investments or Professional Services Affiliates other than those specifically disclosed in Part (a) of Schedule 5.13, each identified as either Restricted or Unrestricted, (b) and all of the outstanding Equity Interests in such Subsidiaries, Minority Investments and Professional Services Affiliates have been validly issued, are fully paid and non-assessable and, in the case of any such Subsidiaries that Subsidiary or Minority Investment, are owned by any a Loan Party have been validly issued and are owned by the Loan Parties in the percentages amounts specified on Part (a) of Schedule 5.13, 5.13 free and clear of, in the case of any such Restricted Subsidiaries, all Liens except those created under the Collateral Documents and inchoate tax Liens and (c) no Documents. No Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Borrower has been validly issued, are fully paid and non-assessable and are owned by Holdings as set forth on Part (c) of Schedule 5.13 or as held in a securities accountfree and clear of all Liens except those created under the Collateral Documents. Set forth on Part (cd) of Schedule 5.13 is a complete and accurate list of all Loan Parties Parties, showing as of the Closing Date, showing Date (as to each Loan Party) the jurisdiction of its organizationincorporation, the address of its principal place of business and chief executive office (if different) and, where applicable, its U.S. taxpayer identification number. The copy of the charter Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.1(a)(iv) 4.01 is a true and correct copy of each such document as of the Closing Datedocument, each of which is valid and in full force and effect as of the Closing Dateeffect.

Subsidiaries; Equity Interests; Loan Parties. As of the Closing Funding Date, (a) no Loan Party has any Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, each identified as either Restricted or Unrestricted, (b) and all of the outstanding Equity Interests in any such Subsidiaries that are owned by any Loan Party have been validly issued issued, are fully paid and non-assessable and are owned by the a Loan Parties Party in the percentages amounts specified on Part (a) of Schedule 5.13, 5.13 free and clear of, in the case of any such Restricted Subsidiaries, all Liens except those created under the Collateral Documents and inchoate tax Liens and (c) no Documents. No Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid and non-assessable and are owned by Holdings and Spansion Technologies Inc. in the amounts specified on Part (c) of Schedule 5.13 or as held in a securities accountfree and clear of all Liens except those created under the Collateral Documents. Set forth on Part (cd) of Schedule 5.13 is a complete and accurate list of all Loan Parties Parties, showing as of the Closing Date, showing Funding Date (as to each Loan Party) the jurisdiction of its organizationincorporation, the address of its principal place of business and its U.S. taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation. The copy of the charter of each Loan Party and each amendment thereto provided pursuant to Section 4.1(a)(iv4.01(a)(vi) is a true and correct copy of each such document as of the Closing Datedocument, each of which is valid and in full force and effect as of the Closing Dateeffect.