Subsidiaries; Equity Interests. As of the Closing Date, neither the Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.11, and all of the outstanding Equity Interests in the Borrower and its Subsidiaries have been validly issued, are fully paid and nonassessable and all Equity Interests owned by any Loan Party 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, Schedule 5.11 sets forth the name and jurisdiction of organization of each Subsidiary, (b) sets forth the ownership interest of the Borrower and any of their Subsidiaries in each of their Subsidiaries, including the percentage of such ownership and (c) identifies each Person the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.
Appears in 7 contracts
Samples: Credit Agreement (CEB Inc.), Credit Agreement (CEB Inc.), Credit Agreement (CEB Inc.)
Subsidiaries; Equity Interests. As of the Closing Date, neither the Borrower Company nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.11, and all of the outstanding Equity Interests in the Borrower Borrowers and its each of Parent’s other Subsidiaries have been validly issued, are fully paid and nonassessable and all Equity Interests owned by the Holding Company or any other Loan Party 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, Schedule 5.11 sets forth the name and jurisdiction of organization of each Subsidiary, (b) sets forth the ownership interest of Parent, Topco, Holdings, the Borrower Borrowers and any of their Subsidiaries in each of their Subsidiaries, including the percentage of such ownership and (c) identifies each Person the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.
Appears in 4 contracts
Samples: Credit Agreement (Acelity L.P. Inc.), Credit Agreement (Acelity L.P. Inc.), Credit Agreement (Kinetic Concepts Inc)
Subsidiaries; Equity Interests. As of the Closing Date, neither the Borrower Holdings nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.115.12, and all of the outstanding Equity Interests in the Borrower and its material Subsidiaries have been validly issued, are fully paid and nonassessable and all Equity Interests owned by Holdings or any other Loan Party 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, Schedule 5.11 5.12 (a) sets forth the name and jurisdiction of organization of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Borrower and any of their Subsidiaries other Subsidiary in each of their SubsidiariesSubsidiary, including the percentage of such ownership and (c) identifies each Person Subsidiary the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.
Appears in 3 contracts
Samples: First Amendment and Restatement Agreement (Team Health Holdings Inc.), Credit Agreement (Team Health Holdings Inc.), Credit Agreement (Erie Shores Emergency Physicians, Inc.)
Subsidiaries; Equity Interests. As of the Closing Date, neither the Borrower nor any other no Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.114.12, and all of the outstanding Equity Interests in the Borrower and its their respective Subsidiaries have been validly issued, are fully paid and nonassessable and all Equity Interests owned by any a Loan Party are owned free and clear of all Liens except (i) those created under the Collateral Documents and the ABL Collateral Documents and (ii) any nonconsensual Lien that is permitted under Section 7.016.06. As of the Closing Date, Schedule 5.11 4.12 (a) sets forth the name and jurisdiction of organization each Subsidiary of each SubsidiaryHolding, (b) sets forth the ownership interest of the Borrower and any each Subsidiary of their Subsidiaries in each of their SubsidiariesHolding, including the percentage of such ownership and (c) identifies each Person Subsidiary the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.
Appears in 3 contracts
Samples: Credit Agreement (Sally Beauty Holdings, Inc.), Credit Agreement (Sally Beauty Holdings, Inc.), Credit Agreement (Sally Beauty Holdings, Inc.)
Subsidiaries; Equity Interests. As of the Closing Date, neither the Borrower Holdings nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.115.12, and all of the outstanding Equity Interests owned by the Loan Parties in the Borrower and its such Subsidiaries have been validly issued, are fully paid and nonassessable and all Equity Interests owned by any Holdings or a Loan Party 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, Schedule 5.11 5.12 (a) sets forth the name and jurisdiction of organization of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Borrower and any of their Subsidiaries other Subsidiary in each of their SubsidiariesSubsidiary, including the percentage of such ownership and (c) identifies each Person 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.
Appears in 2 contracts
Samples: Credit and Guarantee Agreement, Credit and Guarantee Agreement
Subsidiaries; Equity Interests. As of the Closing Date, neither the Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.115.12, and all of the outstanding Equity Interests in the Borrower and its the Material Subsidiaries have been validly issued, are fully paid and nonassessable and all Equity Interests owned by Holdings or any other Loan Party 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, Schedule 5.11 5.12 (a) sets forth the name and jurisdiction of organization of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Borrower and any of their Subsidiaries in each of their Subsidiaries, including the percentage of such ownership and (c) identifies each Person the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.
Appears in 2 contracts
Samples: Credit Agreement (Catalent USA Woodstock, Inc.), Credit Agreement (Pinnacle Foods Finance LLC)
Subsidiaries; Equity Interests. As of the Original Closing Date, neither the Borrower Holdings nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.115.12, and all of the outstanding Equity Interests in the Borrower and its material Subsidiaries have been validly issued, are fully paid and nonassessable and all Equity Interests owned by any Holdings or a Loan Party 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 Original Closing Date, Schedule 5.11 5.12 (a) sets forth the name and jurisdiction of organization of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Borrower and any of their Subsidiaries other Subsidiary in each of their SubsidiariesSubsidiary, including the percentage of such ownership and (c) identifies each Person Subsidiary that is a Subsidiary the Equity Interests of which are required to be pledged on the Original Closing Date pursuant to the Collateral and Guarantee Requirement.
Appears in 2 contracts
Samples: Credit Agreement (Travelport LTD), Credit Agreement (Travelport LTD)
Subsidiaries; Equity Interests. As of the Closing Date, neither the Borrower nor any other no Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.115.12, and all of the outstanding Equity Interests in the Borrower Borrowers and its the Material Subsidiaries have been validly issued, are fully paid and nonassessable and all such Equity Interests owned by any Loan Party are owned free and clear of all Liens except (i) those created under the Collateral Documents Documents, (ii) Liens permitted under Section 7.01(b) and (iiiii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 5.12 (a) sets forth the name and jurisdiction of organization of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Borrower Borrowers and any of their Subsidiaries in each of their Subsidiaries, including the percentage of such ownership and (c) identifies each Person the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.
Appears in 2 contracts
Samples: Credit Agreement (Apria Healthcare Group Inc), Credit Agreement (Ahny-Iv LLC)
Subsidiaries; Equity Interests. As of the Closing Date, neither the Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.115.12, and all of the outstanding Equity Interests in the Borrower and its material Subsidiaries have been validly issued, are fully paid and nonassessable and all Equity Interests owned by any the Borrower or a Loan Party 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, Schedule 5.11 5.12 (a) sets forth the name and jurisdiction of organization of each Subsidiary, (b) sets forth the ownership interest of the Borrower and any of their Subsidiaries other Subsidiary in each of their SubsidiariesSubsidiary, including the percentage of such ownership and (c) identifies each Person 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.
Appears in 2 contracts
Samples: Credit Agreement (Orbitz Worldwide, Inc.), Credit Agreement (Orbitz Worldwide, Inc.)
Subsidiaries; Equity Interests. As of the Closing Date, neither the Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.11, and all of the outstanding Equity Interests in the Borrower and its Subsidiaries have been validly issued, are fully paid and nonassessable and all Equity Interests owned by Holdings or any other Loan Party 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, Schedule 5.11 sets forth the name and jurisdiction of organization of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Borrower and any of their Subsidiaries in each of their Subsidiaries, including the percentage of such ownership and (c) identifies each Person the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.
Appears in 2 contracts
Samples: Credit Agreement (Epicor International Holdings, Inc.), Credit Agreement (Epicor Software Corp)
Subsidiaries; Equity Interests. As of the Closing Date, neither the Borrower Holdings nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.115.12, and all of the outstanding Equity Interests in the Borrower and its Material Subsidiaries have been validly issued, are fully paid and nonassessable and all Equity Interests owned by any Holdings or a Loan Party 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, Schedule 5.11 5.12 (a) sets forth the name and jurisdiction of organization of each Subsidiary, (b) sets forth the ownership interest of the Borrower Company and any of their Subsidiaries other Subsidiary in each of their SubsidiariesSubsidiary, including the percentage of such ownership and (c) identifies each Person Subsidiary the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.
Appears in 2 contracts
Samples: Credit Agreement (DJO Finance LLC), Credit Agreement (ReAble Therapeutics Finance LLC)
Subsidiaries; Equity Interests. As of the Closing Date, neither the Borrower Borrowers nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.11, and all of the outstanding Equity Interests in the Borrower Borrowers and its their Subsidiaries have been validly issued, are fully paid and nonassessable and all Equity Interests owned by Holdings or any other Loan Party 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, Schedule 5.11 sets forth the name and jurisdiction of organization or incorporation of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Borrower Borrowers and any of their Subsidiaries in each of their Subsidiaries, including the percentage of such ownership and (c) identifies each Person the Equity Interests of which are required to be pledged pledged, charged and/or mortgaged on the Closing Date pursuant to the Collateral and Guarantee Requirement.
Appears in 2 contracts
Samples: Abl Credit Agreement (Cole Haan, Inc.), Abl Credit Agreement (Cole Haan, Inc.)
Subsidiaries; Equity Interests. As of the Closing Date, neither the Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.115.12, and all of the outstanding Equity Interests in the Borrower and its material Subsidiaries have been validly issued, are fully paid and nonassessable and all Equity Interests owned by any the Borrower or a Loan Party 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, Schedule 5.11 5.12 sets forth the name and jurisdiction of organization of each Subsidiary, (b) sets forth the ownership interest of the Borrower and any of their Subsidiaries other Subsidiary in each of their SubsidiariesSubsidiary, including the percentage of such ownership and (c) identifies each Person 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.
Appears in 1 contract
Subsidiaries; Equity Interests. As of the Closing Date, neither the Borrower Holdings nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.115.12, and all of the outstanding Equity Interests in the Borrower and its material Subsidiaries have been validly issued, are fully paid and nonassessable and all Equity Interests owned by any Holdings or a Loan Party 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, Schedule 5.11 5.12 (a) sets forth the name and jurisdiction of organization of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Borrower and any of their Subsidiaries other Subsidiary in each of their SubsidiariesSubsidiary, including the percentage of such ownership and (c) identifies each Person 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.
Appears in 1 contract
Subsidiaries; Equity Interests. As of the Closing Date, neither the Borrower Holdings nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.115.12, and all of the outstanding Equity Interests in the Borrower and its Subsidiaries have been validly issued, are fully paid and nonassessable and all Equity Interests owned by any Holdings or a Loan Party 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, Schedule 5.11 5.12 (a) sets forth the name and jurisdiction of organization of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Borrower and any of their Subsidiaries other Subsidiary in each of their SubsidiariesSubsidiary, including the percentage of such ownership and (c) identifies each Person 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.
Appears in 1 contract
Samples: Credit Agreement (Transcultural Health Develpment, Inc.)
Subsidiaries; Equity Interests. As of the Closing Date, neither the Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.11, and all of the outstanding Equity Interests in the Borrower and its Subsidiaries have been validly issued, are fully paid and nonassessable and all Equity Interests owned by Holdings or any other Loan Party 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, Schedule 5.11 sets forth the name and jurisdiction of organization or incorporation of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Borrower and any of their Subsidiaries in each of their Subsidiaries, including the percentage of such ownership and (c) identifies each Person the Equity Interests of which are required to be pledged pledged, charged and/or mortgaged on the Closing Date pursuant to the Collateral and Guarantee Requirement.
Appears in 1 contract
Samples: Credit Agreement (Cole Haan, Inc.)
Subsidiaries; Equity Interests. As of the Closing Date, neither the Borrower nor any other no Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.115.12, and all of the outstanding Equity Interests in the Borrower and its their respective Subsidiaries have been validly issued, are fully paid and nonassessable and all Equity Interests owned by any a Loan Party 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 7.017.04. As of the Closing Date, Schedule 5.11 5.12 (a) sets forth the name and jurisdiction of organization of each Subsidiary, (b) sets forth the ownership interest of the Borrower and any of their Subsidiaries other Subsidiary in each of their SubsidiariesSubsidiary, including the percentage of such ownership and (c) identifies each Person Subsidiary the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.
Appears in 1 contract
Subsidiaries; Equity Interests. As of the Closing Restatement Effective Date, neither the Borrower Holdings nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.115.12, and all of the outstanding Equity Interests in the Borrower and its Subsidiaries have been validly issued, are fully paid and nonassessable and all Equity Interests owned by any Holdings or a Loan Party 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 Restatement Effective Date, Schedule 5.11 5.12 (a) sets forth the name and jurisdiction of organization of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Borrower and any of their Subsidiaries other Subsidiary in each of their SubsidiariesSubsidiary, including the percentage of such ownership and (c) identifies each Person Subsidiary that is a Subsidiary the Equity Interests of which are required to be pledged on the Closing Restatement Effective Date pursuant to the Collateral and Guarantee Requirement.
Appears in 1 contract
Samples: Credit Agreement (CRC Health CORP)
Subsidiaries; Equity Interests. As of the Closing Date, neither the Borrower Holdings nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.115.12, and all of the outstanding Equity Interests in the Borrower and its material Subsidiaries have been validly issued, are fully paid and nonassessable and all Equity Interests owned by any Holdings or a Loan Party 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, Schedule 5.11 5.12 (a) sets forth the name and jurisdiction of organization of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Borrower and any of their Subsidiaries other Subsidiary in each of their SubsidiariesSubsidiary, including the percentage of such ownership and (c) identifies each Person Subsidiary, the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.
Appears in 1 contract
Subsidiaries; Equity Interests. As of the Closing Date, neither the Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.11, and all of the outstanding Equity Interests in the Borrower and its such Subsidiaries have been validly issued, and to the extent such concepts exist with respect to such Equity Interests, are fully paid and nonassessable and all Equity Interests owned by Holdings or any other Loan Party 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 by Section 7.01. As of the Closing Date, Schedule 5.11 sets forth (a) the name and jurisdiction of organization of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Borrower and any of their Restricted Subsidiaries in each of their Subsidiaries, including the percentage of such ownership and (c) identifies each Person the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.
Appears in 1 contract
Subsidiaries; Equity Interests. As of the Closing Date, neither the Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.11, and all of the outstanding Equity Interests in the Borrower and its the Material Subsidiaries have been validly issued, are fully paid and nonassessable and all Equity Interests owned by Holdings or any other Loan Party are owned free and clear of all Liens except (i) those created under the Collateral Documents and the Second Lien Loan Documents and (ii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 sets forth the name and jurisdiction of organization of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Borrower and any of their Subsidiaries in each of their Subsidiaries, including the percentage of such ownership and (c) identifies each Person the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.
Appears in 1 contract
Samples: First Lien Credit Agreement (SMART Technologies Inc.)
Subsidiaries; Equity Interests. As of the Closing Date, neither the Borrower Holdings nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.115.12, and all of the outstanding Equity Interests owned by the Loan Parties in the Borrower and its such Subsidiaries have been validly issued, are fully paid and nonassessable and all Equity Interests owned by any Holdings or a Loan Party 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, Schedule 5.11 5.12 (a) sets forth the name and jurisdiction of organization of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Borrower Company and any of their Subsidiaries other Subsidiary in each of their SubsidiariesSubsidiary, including the percentage of such ownership and (c) identifies each Person 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.
Appears in 1 contract
Samples: Credit Agreement
Subsidiaries; Equity Interests. As of the Closing Date, neither the Borrower Holdings nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.115.12, and all of the outstanding Equity Interests in the Borrower and its Material Subsidiaries have been validly issued, are fully paid and nonassessable and all Equity Interests owned by any Holdings or a Loan Party 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, Schedule 5.11 5.12 (a) sets forth the name and jurisdiction of organization of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Borrower Company and any of their Subsidiaries other Subsidiary in each of their SubsidiariesSubsidiary, including the percentage of such ownership and (c) identifies each Person Subsidiary the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.
Appears in 1 contract
Subsidiaries; Equity Interests. As of the Closing Date, neither the Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.11, and all of the outstanding Equity Interests in the Borrower and its the Material Subsidiaries have been validly issued, are fully paid and nonassessable and all Equity Interests owned by Holdings or any other Loan Party are owned free and clear of all Liens except (i) those created under the Collateral Documents and the First Lien Loan Documents and (ii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 sets forth the name and jurisdiction of organization of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Borrower and any of their Subsidiaries in each of their Subsidiaries, including the percentage of such ownership and (c) identifies each Person the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.
Appears in 1 contract
Samples: Second Lien Credit Agreement (SMART Technologies Inc.)
Subsidiaries; Equity Interests. As of the Closing Date, neither the Borrower Holdings nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.116.12, and all of the outstanding Equity Interests owned by the Loan Parties in the Borrower and its such Subsidiaries have been validly issued, are fully paid and nonassessable and all Equity Interests owned by any Holdings or a Loan Party 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 7.018.03. As of the Closing Date, Schedule 5.11 6.12 (a) sets forth the name and jurisdiction of organization of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Borrower and any of their Subsidiaries other Subsidiary in each of their SubsidiariesSubsidiary, including the percentage of such ownership and (c) identifies each Person 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.
Appears in 1 contract
Subsidiaries; Equity Interests. As of the Closing Date, neither the Borrower Holdings nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.115.12, and all of the outstanding Equity Interests owned by the Loan Parties in the Borrower and its such Subsidiaries have been validly issued, are fully paid and nonassessable and all Equity Interests owned by any Holdings or a Loan Party 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 7.017.03. As of the Closing Date, Schedule 5.11 5.12 (a) sets forth the name and jurisdiction of organization of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Borrower and any of their Subsidiaries other Subsidiary in each of their SubsidiariesSubsidiary, including the percentage of such ownership and (c) identifies each Person 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.
Appears in 1 contract
Samples: Revolving Credit and Guarantee Agreement (RDA Holding Co.)
Subsidiaries; Equity Interests. As of the Closing Date, neither the Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.11, and all of the outstanding Equity Interests in the Borrower and its such Subsidiaries have been validly issued, and to the extent such concepts exist with respect to such Equity Interests, are fully paid and nonassessable and all Equity Interests owned by Holdings or any other Loan Party 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 by Section 7.01. As of the Closing Date, Schedule 5.11 sets forth (a) the name and jurisdiction of organization of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Borrower and any of their Restricted Subsidiaries in each of their Subsidiaries, including the percentage of such ownership and (c) identifies each Person the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.
Appears in 1 contract
Subsidiaries; Equity Interests. As of the Closing Date, neither the Borrower Holdings nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.115.12, and all of the outstanding Equity Interests in each of the Borrower and its Subsidiaries have been validly issued, are fully paid and nonassessable and all Equity Interests owned by Holdings or any other Loan Party 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, Schedule 5.11 5.12 (a) sets forth the name and jurisdiction of organization of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Borrower and any of their Subsidiaries other Subsidiary in each of their SubsidiariesSubsidiary, including the percentage of such ownership and (c) identifies each Person Subsidiary the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.
Appears in 1 contract
Samples: Credit Agreement (Uici)
Subsidiaries; Equity Interests. As of the Closing Date, neither the Borrower nor any other no Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.115.12, and all of the outstanding Equity Interests in the Borrower Borrowers and its the Material Subsidiaries have been validly issued, are fully paid and nonassessable and all such Equity Interests owned by any Loan Party 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, Schedule 5.11 5.12 (a) sets forth the name and jurisdiction of organization of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Borrower Borrowers and any of their Subsidiaries in each of their Subsidiaries, including the percentage of such ownership and (c) identifies each Person the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.
Appears in 1 contract
Subsidiaries; Equity Interests. As of the Closing Date, neither the Borrower nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.115.12, and all of the outstanding Equity Interests in the Borrower and its material Subsidiaries have been validly issued, are fully paid and nonassessable and all Equity Interests owned by Borrower or any Loan Party of its 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 7.01Permitted Lien. As of the Closing Date, Schedule 5.11 5.12 (a) sets forth the name and jurisdiction of organization of each Subsidiary, (b) sets forth the ownership interest of the Borrower and any of their Subsidiaries other Subsidiary in Borrower and each of their SubsidiariesSubsidiary, including the percentage of such ownership and ownership, (c) identifies each Person Subsidiary the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee RequirementRequirement and (d) identifies the Immaterial Subsidiaries, the Unrestricted Subsidiaries and the Native American Subsidiaries.
Appears in 1 contract