Common use of Subsidiaries; Joint Ventures; Partnerships Clause in Contracts

Subsidiaries; Joint Ventures; Partnerships. Set forth on Schedule 3.12 is a complete and accurate list of (a) all Subsidiaries of each Credit Party as of the Third Amendment Effective Date (after giving effect to the Acquisition), and each jurisdiction of organization, (b) 100% (or, if less, the full amount owned by such Credit Party) of the issued and outstanding Equity Interests owned by such Credit Party of each Domestic Subsidiary, (c) 65% (or, if less, the full amount owned by such Credit Party) of each class of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% (or, if less, the full amount owned by such Pledgor) of each class of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) owned by such Credit Party of each first-tier Foreign Subsidiary and (d) all other Equity Interests required to be pledged to the Administrative Agent pursuant to the Security Documents. All of the outstanding Equity Interests in each Credit Party’s Subsidiaries owned by such Credit Party have been validly issued, are fully paid and non-assessable and are owned by such Credit Party or one or more of its Subsidiaries free and clear of all Liens, except those created under the Collateral Documents.

Subsidiaries; Joint Ventures; Partnerships. Set forth on Schedule 3.12 is a complete and accurate list of (a) all Subsidiaries of each Credit Party as of the Third Amendment Effective Date (after giving effect to the Acquisition)Closing Date, and each jurisdiction of organization, (b) 100% (or, if less, the full amount owned by such Credit Party) of the issued and outstanding Equity Interests owned by such Credit Party of each Domestic Subsidiary, (c) 65% (or, if less, the full amount owned by such Credit Party) of each class of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% (or, if less, the full amount owned by such Pledgor) of each class of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) owned by such Credit Party of each first-tier Foreign Subsidiary and (d) all other Equity Interests required to be pledged to the Administrative Agent pursuant to the Security Documents. All of the outstanding Equity Interests in each Credit Party’s Subsidiaries owned by such Credit Party have been validly issued, are fully paid and non-assessable and are owned by such Credit Party or one or more of its Subsidiaries free and clear of all Liens, except those created under the Collateral Documents.

Subsidiaries; Joint Ventures; Partnerships. Set forth on Schedule 3.12 is a complete and accurate list of (a) all Subsidiaries of each Credit Party as of the Third Fourth Amendment Effective Date (after giving effect to the Acquisition)Date, and each jurisdiction of organization, (b) 100% (or, if less, the full amount owned by such Credit Party) of the issued and outstanding Equity Interests owned by such Credit Party of each Domestic Subsidiary, (c) 65% (or, if less, the full amount owned by such Credit Party) of each class of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% (or, if less, the full amount owned by such Pledgor) of each class of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) owned by such Credit Party of each first-tier Foreign Subsidiary and (d) all other Equity Interests required to be pledged to the Administrative Agent pursuant to the Security Documents. All of the outstanding Equity Interests in each Credit Party’s Subsidiaries owned by such Credit Party have been validly issued, are fully paid and non-assessable and are owned by such Credit Party or one or more of its Subsidiaries free and clear of all Liens, except those created under the Collateral Documents.

Subsidiaries; Joint Ventures; Partnerships. Set forth on Schedule 3.12 is a complete and accurate list of (a) all Subsidiaries of each Credit Party as of the Third Seventh Amendment Effective Date (after giving effect to the Acquisition)Date, and each jurisdiction of organization, (b) 100% (or, if less, the full amount owned by such Credit Party) of the issued and outstanding Equity Interests owned by such Credit Party of each Domestic Subsidiary, (c) 65% (or, if less, the full amount owned by such Credit Party) of each class of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% (or, if less, the full amount owned by such Pledgor) of each class of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) owned by such Credit Party of each first-tier Foreign Subsidiary and (d) all other Equity Interests required to be pledged to the Administrative Agent pursuant to the Security Documents. All of the outstanding Equity Interests in each Credit Party’s Subsidiaries owned by such Credit Party have been validly issued, are fully paid and non-assessable and are owned by such Credit Party or one or more of its Subsidiaries free and clear of all Liens, except those created under the Collateral Documents.