Common use of Subsidiaries; Equity Interests Clause in Contracts

Subsidiaries; Equity Interests. As of the Closing Date (after giving effect to the Transactions), no Loan Party has any material Subsidiaries other than those specifically disclosed in Schedule 5.12, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in such material Subsidiaries have been validly issued and are fully paid and all Equity Interests owned by a Loan Party in such material Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents and (ii) any Lien that is permitted under Section 7.01. As of the Closing Date, Schedules 1(a) and 10 to the Perfection Certificate (a) set forth the name and jurisdiction of each Domestic Subsidiary that is a Loan Party and (b) set forth the ownership interest of the Borrower and any other Guarantor in each material wholly owned Subsidiary, including the percentage of such ownership.

Subsidiaries; Equity Interests. As of the Closing Date (after giving effect to the Transactions), no Borrower or Loan Party has any material Subsidiaries other than those specifically disclosed in Schedule 5.12, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in such material Subsidiaries have been validly issued and are fully paid and all Equity Interests owned by a Loan Party or a Borrower in such material Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents and (ii) any Lien that is permitted under Section 7.01. As of the Closing Date, Schedules 1(a) and 10 to the Perfection Certificate (a) set forth the name and jurisdiction of each Domestic Subsidiary that is a Loan Party and (b) set forth the ownership interest of the Borrower Company and any other Guarantor in each material wholly owned Subsidiary, including the percentage of such ownership.

Subsidiaries; Equity Interests. As of the Closing Date (after giving effect to the Transactions)Date, no Loan Party has any material Subsidiaries other than those specifically disclosed in Schedule 5.12, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in such material Subsidiaries have been validly issued and are fully paid and all Equity Interests owned by a Loan Party (or a Subsidiary of any Loan Party) in such material Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents and (ii) any Lien that is permitted under Section 7.01. As of the Closing Date, Schedules 1(a) and 10 to the Perfection Certificate Schedule 5.12 (a) set sets forth the name and jurisdiction of each Domestic Subsidiary that is a Loan Party and (b) set sets forth the ownership interest of the Borrower and any other Guarantor Subsidiary thereof in each material wholly owned Subsidiary, including the percentage of such ownership.

Subsidiaries; Equity Interests. As of the Closing Date (after giving effect to the Transactions), no Loan Party has any material Subsidiaries other than those specifically disclosed in Schedule 5.12, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in such material any Material Subsidiaries have been validly issued and are fully paid and all Equity Interests owned by a Loan Party in such material Material Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents and (ii) any Lien that is permitted under Section 7.01. As of the Closing Date, Schedules 1(a) and 10 6 to the Perfection Certificate (a) set forth the name and jurisdiction of each Domestic Subsidiary that is a Loan Party and (b) set forth the ownership interest of the Borrower and any other Guarantor Loan Parties in each material wholly owned Material Subsidiary, including the percentage of such ownership.

Subsidiaries; Equity Interests. As of the Closing Date (after giving effect to Date, neither the Transactions), no Lead Borrower nor any Loan Party has any material Subsidiaries other than those specifically disclosed in Schedule 5.123.12, and all of the outstanding Equity Interests Capital Stock in their respective Subsidiaries has been validly issued, is fully paid and nonassessable and all Capital Stock owned by the Loan Parties (Lead Borrower or a Subsidiary of any Loan Party) in such material Subsidiaries have been validly issued and are fully paid and all Equity Interests owned by a Loan Party in such material Subsidiaries are is owned free and clear of all Liens except (i) those created under the Collateral Documents and Security Documents, (ii) those to secure the Term Loan Facility (which Liens shall be subject to the Intercreditor Agreement), and (iii) any nonconsensual Lien that is permitted under Section 7.01SECTION 6.01. As of the Closing Date, Schedules 1(a) and 10 to the Perfection Certificate Schedule 3.12 (a) set sets forth the name and jurisdiction of each Domestic Subsidiary that is a Loan Party Subsidiary, and (b) set sets forth the ownership interest of the Lead Borrower and any other Guarantor Subsidiary in each material wholly owned Subsidiary, including the percentage of such ownership.

Subsidiaries; Equity Interests. As of the Closing Date (after giving effect to the Transactions)Date, no neither Holdings nor any Loan Party has any material Subsidiaries other than those specifically disclosed in Schedule 5.12, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in such material Subsidiaries have been validly issued and issued, are fully paid and nonassessable and all Equity Interests owned by Holdings or a Loan Party in such material Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents and (ii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedules 1(a) and 10 to the Perfection Certificate Schedule 5.12 (a) set sets forth the name and jurisdiction of each Domestic Subsidiary that is a Loan Party and Subsidiary, (b) set sets forth the ownership interest of Holdings, the Borrower Company and any other Guarantor Subsidiary in each material wholly owned Subsidiary, including the percentage of such ownershipownership and (c) identifies each Subsidiary that is (i) an Overseas Borrower or (ii) a Subsidiary the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

Subsidiaries; Equity Interests. As of the Closing Date (after giving effect to the TransactionsSpin-Off Transaction), no Borrower or Loan Party has any material Subsidiaries other than those specifically disclosed in Schedule 5.12, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in such material Subsidiaries have been validly issued and are fully paid and all Equity Interests owned by a Loan Party or a Borrower in such material Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents and (ii) any Lien that is permitted under Section 7.01. As of the Closing Date, Schedules 1(a) and 10 to the Perfection Certificate (a) set forth the name and jurisdiction of each Domestic Subsidiary that is a Loan Party and (b) set forth the ownership interest of the Borrower Company and any other Guarantor in each material wholly owned Subsidiary, including the percentage of such ownership.

Subsidiaries; Equity Interests. As of the Closing Date (after giving effect to the Transactions), no Loan Party has any material Subsidiaries other than those specifically disclosed in Schedule 5.12, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in such material Subsidiaries have been validly issued and are fully paid and all Equity Interests owned by a Loan Party (or a Subsidiary of any Loan Party) in such material Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents and (ii) any Lien that is permitted under Section 7.01. As of the Closing Date, Schedules Section 1(a) of, and 10 to Schedule 4 to, the Perfection Certificate (a) set forth the name and jurisdiction of each Domestic Subsidiary that is a Loan Party and (b) set forth the ownership interest of the Borrower and any other Guarantor in each material wholly owned Subsidiary, including the percentage of such ownership.

Subsidiaries; Equity Interests. As of the Closing Date (after giving effect to the Transactions), no Loan Party has any material Subsidiaries other than those specifically disclosed in Schedule 5.12, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in such material Subsidiaries have been validly issued and are fully paid and all Equity Interests owned by a Loan Party in such material Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents and (ii) any Lien that is permitted under Section 7.01. As of the Closing Date, Schedules Sections 1(a), 2(b) and 10 to 5 of the Perfection Certificate (a) set forth the name and jurisdiction of each Domestic Subsidiary that is a Loan Party and (b) set forth the ownership interest of the Borrower and any other Guarantor in each material wholly owned Subsidiary, including the percentage of such ownership.

Subsidiaries; Equity Interests. As of the Closing Date (after giving effect to the Transactions), no Loan Party has any material Subsidiaries other than those specifically disclosed in Schedule 5.124.12, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in such material Subsidiaries have been validly issued and issued, are fully paid and (if applicable) nonassessable and all Equity Interests owned by a Loan Party in such material Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents and the ABL Collateral Documents and (ii) any Lien that is permitted under Section 7.016.06. As of the Closing Date, Schedules 1(a) and 10 to the Perfection Certificate Schedule 4.12 (a) set sets forth the name and jurisdiction of each Domestic Subsidiary that is a Loan Party, (b) sets forth the ownership of each Loan Party and (b) set forth the ownership interest of the Borrower and any other Guarantor Subsidiary in each material wholly owned Subsidiary, including the percentage of such ownershipownership and (c) identifies each Subsidiary that is a Subsidiary the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

Subsidiaries; Equity Interests. As of the Closing Date (after giving effect to Date, neither the Transactions), no Borrower nor any Loan Party has any material Restricted Subsidiaries other than those specifically disclosed in Schedule 5.12, and all . All of the outstanding Equity Interests owned by in Borrower and the Loan Parties (or a Subsidiary of any Loan Party) in such material Restricted Subsidiaries have been validly issued and issued, are fully paid and nonassessable and all Equity Interests owned by Holdings (with respect to the Borrower) or a Loan Party in such material Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents and (ii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedules 1(a) and 10 to the Perfection Certificate Schedule 5.12 (a) set sets forth the name and jurisdiction of each Domestic Subsidiary that is a Loan Party Restricted Subsidiary, and (b) set sets forth the ownership interest of the Borrower and any other Guarantor Restricted Subsidiary in each material wholly owned Restricted Subsidiary, including the percentage of such ownership.

Subsidiaries; Equity Interests. As of the Closing Date (after giving effect to the Transactions)Date, no Loan Party has any material Subsidiaries other than those specifically disclosed in Schedule 5.125.10, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in such material Subsidiaries have been validly issued and are fully paid and all Equity Interests owned by a Loan Party (or a Subsidiary of any Loan Party) in such material Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents and (ii) any Lien that is permitted under Section 7.01. As of the Closing Date, Schedules Sections 1(a) and 10 to 2(b) of, and Schedule 4 to, the Perfection Certificate (a) set forth the name and jurisdiction of each Domestic Subsidiary that is a Loan Party and (b) set forth the ownership interest of the each Borrower and any other each Subsidiary Guarantor in each material wholly owned Subsidiary, including the percentage of such ownership.

Subsidiaries; Equity Interests. As of the Closing Date (after giving effect to the Transactions), no Loan Party has any material Subsidiaries other than those specifically disclosed in Schedule 5.124.12, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in such material Subsidiaries have been validly issued and issued, are fully paid and (if applicable) nonassessable and all Equity Interests owned by a Loan Party in such material Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents and the Term Loan Documents and (ii) any Lien that is permitted under Section 7.016.06. As of the Closing Date, Schedules 1(a) and 10 to the Perfection Certificate Schedule 4.12 (a) set sets forth the name and jurisdiction of each Domestic Subsidiary that is a Loan Party, (b) sets forth the ownership of each Loan Party and (b) set forth the ownership interest of the Borrower and any other Guarantor Subsidiary in each material wholly owned Subsidiary, including the percentage of such ownershipownership and (c) identifies each Subsidiary that is a Subsidiary the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

Subsidiaries; Equity Interests. As of the Closing Date (after giving effect to the TransactionsAcquisition), no Loan Party has any material Subsidiaries other than those specifically disclosed in Schedule 5.12, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in such material Subsidiaries have been validly issued and are fully paid and all Equity Interests owned by a Loan Party in such material Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents and (ii) any Lien that is permitted under Section 7.01. As of the Closing Date, Schedules 1(a) and 10 to the Perfection Certificate (a) set forth the name and jurisdiction of each Domestic Subsidiary that is a Loan Party and (b) set forth the ownership interest of the Borrower and any other Guarantor in each material wholly owned Subsidiary, including the percentage of such ownership.

Subsidiaries; Equity Interests. As of the Closing Date (after giving effect to any part of the TransactionsTransaction that is consummated on or prior to the Closing Date), no Loan Party has any material Subsidiaries other than those specifically disclosed in Schedule 5.12, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in such material Subsidiaries have been validly issued and are fully paid and all Equity Interests owned by a Loan Party in such material Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents and (ii) any Lien that is permitted under Section 7.01. As of the Closing Date, Schedules 1(a) and 10 10(a) and (b) to the Perfection Certificate (a) set forth the name and jurisdiction of each Domestic Subsidiary that is a Loan Party and (b) set forth the ownership interest of the Borrower and any other Guarantor Subsidiary thereof in each material wholly owned Subsidiary, including the percentage of such ownership.

Subsidiaries; Equity Interests. As of the 2020 Credit Agreement Closing Date (after giving effect to the Transactions)Date, no Loan Party has any material Subsidiaries other than those specifically disclosed in Schedule 5.12, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in such material Subsidiaries have been validly issued and are fully paid and all Equity Interests owned by a Loan Party (or a Subsidiary of any Loan Party) in such material Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents and (ii) any Lien that is permitted under Section 7.01. As of the 2020 Credit Agreement Closing Date, Schedules 1(a) and 10 10(a) and (b) to the 2020 Perfection Certificate (a) set forth the name and jurisdiction of each Domestic Subsidiary that is a Loan Party and (b) set forth the ownership interest of the Borrower Company and any other Guarantor Subsidiary thereof in each material wholly owned Subsidiary, including the percentage of such ownership.

Subsidiaries; Equity Interests. As of the Closing Date (after giving effect to the Transactions)Date, no Loan Party has any material Subsidiaries other than those specifically disclosed in Schedule 5.12, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in such material Subsidiaries have been validly issued and are fully paid and all Equity Interests owned by a Loan Party (or a Subsidiary of any Loan Party) in such material Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents and (ii) any Lien that is permitted under Section 7.01. As of the Closing Date, Schedules 1(a) and 10 10(a) and (b) to the Perfection Certificate (a) set forth the name and jurisdiction of each Domestic Subsidiary that is a Loan Party and (b) set forth the ownership interest of the Borrower Company and any other Guarantor Subsidiary thereof in each material wholly owned Subsidiary, including the percentage of such ownership. As of the Closing Date, all Borrowers and Guarantors under (and as defined in) the Existing Credit Agreement are Loan Parties.

Subsidiaries; Equity Interests. As of the Closing Date (after giving effect to any part of the TransactionsTransactions that is consummated on or prior to the Closing Date), Holdings has no Loan Party has any material Subsidiaries other than those specifically disclosed in Schedule 5.12, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) Holdings and its Subsidiaries in such material Subsidiaries have been validly issued and are fully paid and all Equity Interests owned by a Loan Party Holdings and its Subsidiaries in such material Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents and (ii) any Lien that is permitted under Section 7.01. As of the Closing Date, Schedules 1(a) and 10 to the Perfection Certificate Schedule 5.12 (a) set sets forth the name and jurisdiction of each Domestic Subsidiary that is or is required to become a Loan Party and (b) set sets forth the ownership interest of the Borrower and any other Guarantor Subsidiary thereof in each material wholly owned Subsidiary, including the percentage of such ownership.

Subsidiaries; Equity Interests. As of the Closing Date (after giving effect to the TransactionsSpin-Off Transaction), no Loan Party has any material Subsidiaries other than those specifically disclosed in Schedule 5.12, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in such material Subsidiaries have been validly issued and are fully paid and all Equity Interests owned by a Loan Party in such material Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents and (ii) any Lien that is permitted under Section 7.01. As of the Closing Date, Schedules 1(a) and 10 to the Perfection Certificate (a) set forth the name and jurisdiction of each Domestic Subsidiary that is a Loan Party and (b) set forth the ownership interest of the Borrower and any other Guarantor in each material wholly owned Subsidiary, including the percentage of such ownership.

Subsidiaries; Equity Interests. As of the Restatement Closing Date (after giving effect to the Transactions)Date, no Loan Party has any material Subsidiaries other than those specifically disclosed in Schedule 5.12, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in such material Subsidiaries have been validly issued and are fully paid and all Equity Interests owned by a Loan Party (or a Subsidiary of any Loan Party) in such material Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents and (ii) any Lien that is permitted under Section 7.01. As of the Restatement Closing Date, Schedules Sections 1(a) and 10 to 2 of, and Schedule 4 to, the Perfection Certificate (a) set forth the name and jurisdiction of each Domestic Subsidiary that is a Loan Party and (b) set forth the ownership interest of the Borrower and any other Guarantor in each material wholly owned Subsidiary, including the percentage of such ownership.

Subsidiaries; Equity Interests. As of the Closing Date (after giving effect to the Transactions)Date, no Loan Party has any material Subsidiaries other than those specifically disclosed in Schedule 5.12, and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in such material Subsidiaries have been validly issued and are fully paid and all Equity Interests owned by a Loan Party (or a Subsidiary of any Loan Party) in such material Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents and (ii) any Lien that is permitted under Section 7.01. As of the Closing Date, Schedules Sections 1(a) and 10 to 2 of, and Schedule 4 to, the Perfection Certificate (a) set forth the name and jurisdiction of each Domestic Subsidiary that is a Loan Party and (b) set forth the ownership interest of the Borrower and any other Guarantor in each material wholly owned Subsidiary, including the percentage of such ownership.