Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Borrower or Guarantor has any direct or indirect Subsidiaries or Affiliates (other than Sponsor Portfolio Companies) and is not engaged in any joint venture or partnership except as set forth in the Information Certificate, subject to the right of Borrowers and Guarantors to form or acquire Subsidiaries in accordance with Section 9.10 hereof.
(b) Each Borrower and each Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries listed in the Information Certificate as being owned by such Borrower or such Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of such Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any such Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares.
(c) As of the date hereof, the issued and outstanding shares of Capital Stock of each Borrower and each Guarantor are directly and beneficially owned and held by the Persons indicated in the Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Agents prior to the date hereof.
(d) Each Borrower and each Guarantor is Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, and the other transaction contemplated hereunder.
Subsidiaries; Affiliates; Capitalization; Solvency. As of the date hereof, each Borrower and Guarantor does not have any direct or indirect Subsidiaries or Affiliates and is not engaged in any joint venture or partnership except as set forth in Schedule 8.12 to the Information Certificate.
Subsidiaries; Affiliates; Capitalization; Solvency. (a) As of the Closing Date, no Loan Party has any direct or indirect Subsidiaries or Affiliates and is not engaged in any joint venture or partnership except as set forth in Schedule 8.12.
(b) Each Loan Party is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of its Subsidiaries listed in Schedule 8.12 as being owned by such Loan Party and there are no proxies, irrevocable or otherwise, with respect to such shares and, except as set forth in Schedule 8.12, no equity securities of any of the Loan Parties are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any Loan Party is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares.
(c) As of the Closing Date, all of the issued and outstanding shares of Capital Stock of each Loan Party are directly and beneficially owned and held by the persons indicated in Schedule 8.12, and in each case all of such shares have been duly authorized, in the case of corporations, and are fully paid and non-assessable, and are free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to the Administrative Agent prior to the Closing Date.
(i) Holdings and its Subsidiaries, taken as a whole, are Solvent and (ii) each Borrower is Solvent and, in each case, will continue to be Solvent immediately after the creation or incurrence from time to time of the Obligations, the security interests of the Administrative Agent and the other transactions contemplated hereunder.
Subsidiaries; Affiliates; Capitalization; Solvency. (a) No Borrower has any direct or indirect Subsidiaries or Affiliates and no Borrower is engaged in any joint venture or partnership except as set forth in the Information Certificate, subject to the right of Borrowers to form or acquire Subsidiaries in accordance with Section 9.10 hereof.
(b) Each Borrower is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries listed in the Information Certificate as being owned by such Borrower and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of the Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares.
(c) The issued and outstanding shares of Capital Stock of each Borrower are directly and beneficially owned and held by the persons indicated in the Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Lender prior to the date hereof.
(d) Each Borrower is Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Lender and the other transaction contemplated hereunder.
Subsidiaries; Affiliates; Capitalization; Solvency. Borrower does not have any direct or indirect Subsidiaries or Affiliates and is not engaged in any joint venture or partnership, in each case other than as set forth in the Information Certificate.
Subsidiaries; Affiliates; Capitalization; Solvency. (a) As of the date hereof, each Borrower and Guarantor does not have any direct or indirect Subsidiaries or Affiliates (other than any Sponsor Portfolio Company) and is not engaged in any joint venture or partnership except as set forth in Schedule 8.12 to the Information Certificate.
(b) As of the date hereof, each Borrower and Guarantor is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries listed on Schedule 8.12 to the Information Certificate as being owned by such Borrower or Guarantor and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of the Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any Subsidiary is or may become bound to issue additional shares of its Capital Stock or securities convertible into or exchangeable for such shares.
(c) As of the date hereof, the issued and outstanding shares of Capital Stock of each Borrower and Guarantor are directly and beneficially owned and held by the persons indicated in the Information Certificate, and in each case all of such shares have been duly authorized and are fully paid and non-assessable (except to the extent required by Wisconsin Statutes Section 180.0622(2)), free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Agent prior to the date hereof.
(d) Each Borrower is Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Agent and/or Collateral Agent and the other transaction contemplated hereunder and under the Purchase Documents.
Subsidiaries; Affiliates; Capitalization; Solvency. Borrower has no direct or indirect Subsidiaries or Affiliates (other than Sponsor Portfolio Companies) and is not engaged in any joint venture or partnership except as set forth in the Information Certificate, subject to the right of Borrower to form or acquire Subsidiaries in accordance with Section 9.10 hereof.
Subsidiaries; Affiliates; Capitalization; Solvency. (a) Each Loan Party does not have any direct or indirect Subsidiaries and each Loan Party and Obligor is not engaged in any joint venture or partnership except as set forth in Schedule 8.12 to the Information Certificate, subject to the rights of any such Loan Party or Obligor to (i) create or acquire Subsidiaries in accordance with Section 9.10(j) hereof and (ii) engage in transactions with joint ventures in accordance with Section 9.10(k) hereof.
(b) Schedule 8.12 to the Information Certificate reflects the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Loan Parties (but with respect to Parent, only holders of 5% or more of its Capital Stock as of the Effective Date) and their Subsidiaries listed on Schedule 8.12 to the Information Certificate (subject to the rights of any such Person to merge, dissolve or transfer or receive assets in accordance with Section 9.7 hereof and except to the extent such Person was acquired or formed after the Effective Date in accordance with Section 9.10(j) hereof) and, with respect to all domestic Subsidiaries of Parent, there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of such Persons are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any such Loan Party or Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares, subject to the rights of any such Person to issue Capital Stock in accordance with Section 9.7(b)(v) hereof.
(c) The issued and outstanding shares of Capital Stock of each Loan Party (except Parent) and each Subsidiary of each Loan Party are directly and beneficially owned and held by the Persons indicated in the Information Certificate, subject to the rights of any such Person to merge or dissolve in accordance with Section 9.7 hereof and except to the extent such Loan Party or Subsidiary was acquired or formed after the Effective Date in accordance with Section 9.10(j) hereof and in each case all of such shares have been duly authorized and are fully paid and non-assessable, and, to the extent held by any Loan Party, free and clear of all claims, liens, pledges and encumbrances of any kind, except as disclosed in writing to Agent prior to the...
Subsidiaries; Affiliates; Capitalization; Solvency. (a) Borrower does not have any direct or indirect Subsidiaries or Affiliates and is not engaged in any joint venture or partnership except as set forth in Schedule 8.12 to the Information Certificate, subject to the right of Borrower to form or acquire Subsidiaries in accordance with Section 9.10 hereof.
(b) Borrower is the record and beneficial owner of all of the issued and outstanding shares of Capital Stock of each of the Subsidiaries listed on Schedule 8.12 to the Information Certificate as being owned by Borrower and there are no proxies, irrevocable or otherwise, with respect to such shares and no equity securities of any of the Subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any kind or nature and there are no contracts, commitments, understandings or arrangements by which any Subsidiary is or may become bound to issue additional shares of it Capital Stock or securities convertible into or exchangeable for such shares.
(c) Borrower is Solvent and will continue to be Solvent after the creation of the Obligations, the security interests of Lender and the other transaction contemplated hereunder.
Subsidiaries; Affiliates; Capitalization; Solvency. Each Borrower and Guarantor does not have any direct or indirect Subsidiaries or Affiliates and is not engaged in any joint venture or partnership except as set forth in Schedule 8.12 to the Information Certificate and except after the effective date of the Merger, (i) the Borrowers and Guarantor will be direct or indirect Subsidiaries of HSC and (ii) as to HSC, to the extent of Subsidiaries of HSC acquired after the date hereof in accordance with Section 9.10 hereof.
