Common use of Capitalization and Subsidiaries Clause in Contracts

Capitalization and Subsidiaries. Schedule 3.14 sets forth (a) a correct and complete list of the name and relationship to the Borrower of each and all of the Borrower’s Subsidiaries, (b) a true and complete listing of each class of each of the Borrower’s authorized Equity Interests, of which all of such issued shares are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.14, and (c) the type of entity of the Borrower and each of its Subsidiaries. All of the issued and outstanding Equity Interests owned by any Loan Party has been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and is fully paid and non-assessable.

Capitalization and Subsidiaries. Schedule 3.14 3.12 sets forth forth, as of the date hereof, (a) a correct and complete list of the name name, and relationship to identifies the Borrower of direct equity holders (including the percentage ownership thereof) of, each and all of the Borrower’s direct and indirect Subsidiaries, (b) a true and complete listing of each class of each of the Borrower’s authorized Equity Interests, of which all of such issued shares are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.14, and (c) the type of entity and jurisdiction of organization of the Borrower and each of its Subsidiaries, and (c) which of the Borrower’s Subsidiaries are Material Domestic Subsidiaries and Material Foreign Subsidiaries. All of the issued and outstanding Equity Interests of any Subsidiary owned by any Loan Party has have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and is are fully paid and non-assessable.

Capitalization and Subsidiaries. Schedule 3.14 3.15 sets forth forth, as of the Effective Date, (a) a correct and complete list of the name and relationship to the Borrower of each Loan Party and all of the Borrower’s their Subsidiaries, (b) a true and complete listing of each class of each of the Borrower’s authorized Equity InterestsInterests of each Loan Party Subsidiary, of including which all of such issued shares Equity Interests are validly issued, outstanding, fully paid and non-assessable, and owned the ownership beneficially and of record by the Persons identified on Schedule 3.14of all of such Equity Interests, and (c) the type of entity of the Borrower each Loan Party and each of its their Subsidiaries. All of the issued and outstanding Equity Interests owned by any Loan Party has been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and is fully paid and non-assessable.

Capitalization and Subsidiaries. Schedule 3.14 3.15 sets forth (a) a correct and complete list of the name and relationship to the Borrower Borrowers of each and all of the each Borrower’s Subsidiaries, (b) a true and complete listing of each class of each of the Borrower’s Borrowers’ authorized Equity Interests, of which all of such issued shares are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.143.15, and (c) the type of entity of the each Borrower and each of its Subsidiaries. All of the issued and outstanding Equity Interests owned by any Loan Party has have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and is are fully paid and non-non assessable.

Capitalization and Subsidiaries. Schedule 3.14 3.15 to the Disclosure Letter sets forth as of the date of this Agreement (a) a correct and complete list of the name and relationship to the Borrower of each and all of the Borrower’s SubsidiariesSubsidiary, (b) a true and complete listing of each class of each of the Borrower’s authorized Equity Interests, of which all of such issued shares Equity Interests are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.143.15 to the Disclosure Letter, and (c) the type of entity of the Borrower and each of its SubsidiariesSubsidiary. All of the issued and outstanding Equity Interests owned by any Loan Party has have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and is are fully paid and non-assessable.

Capitalization and Subsidiaries. Schedule 3.14 3.15 sets forth (a) a correct and complete list of the name and relationship to the Borrower of each and all of the Borrower’s Subsidiaries, (b) a true and complete listing of each class of each of the Borrower’s authorized Equity Interests, of which all of such issued shares are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.143.15, and (c) the type of entity of the Borrower and each of its Subsidiaries. All of the issued and outstanding Equity Interests owned by any Loan Party has been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and is fully paid and non-non assessable.

Capitalization and Subsidiaries. Schedule 3.14 3.15 sets forth (a) a correct and complete list of the name and relationship to the Borrower Borrowers of each and all of the each Borrower’s 's Subsidiaries, (b) a true and complete listing of each class of each of the Borrower’s Borrowers' authorized Equity Interests, of which all of such issued shares are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.143.15, and (c) the type of entity of the each Borrower and each of its Subsidiaries. All of the issued and outstanding Equity Interests owned by any Loan Party has have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and is are fully paid and non-non assessable.

Capitalization and Subsidiaries. Schedule 3.14 3.15 sets forth (a) a correct and complete (in all material respects) list of the name and relationship to the Borrower Holdings of each and all of the Borrower’s Holdings’ Subsidiaries, (b) a true and complete (in all material respects) listing of each class of each of the Borrower’s authorized Equity Interests, of which all of such issued shares are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.143.15, and (c) the type of entity of the Borrower Holdings and each of its Subsidiaries. All of the issued and outstanding Equity Interests owned by any Loan Party has have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and is are fully paid and non-assessable.

Capitalization and Subsidiaries. Schedule 3.14 3.15 sets forth (a) a correct and complete list of the name and relationship to the Borrower of each and all of the Borrower’s Subsidiaries, (b) a true and complete listing of each class of each of the Borrower’s authorized Equity Interests, of which all of such issued shares are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.143.15, and (c) the type of entity of the Borrower and each of its Subsidiaries. All of the issued and outstanding Equity Interests owned by any Loan Party has have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and is fully paid and non-non assessable.

Capitalization and Subsidiaries. Schedule 3.14 3.12 sets forth forth, as of the date hereof, (a) a correct and complete list of the name name, and relationship to identifies the Borrower direct equity holders (including the percentage ownership thereof), of each and all of the Borrower’s direct and indirect Subsidiaries, (b) a true and complete listing of each class of each of the Borrower’s authorized Equity Interests, of which all of such issued shares are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.14, and (c) the type of entity and jurisdiction of organization of the Borrower and each of its Subsidiaries, and (c) which of the Borrower’s Subsidiaries are Material Domestic Subsidiaries and Material Foreign Subsidiaries. All of the issued and outstanding Equity Interests of any Subsidiary owned by any Loan Party has have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and is are fully paid and non-assessable.

Capitalization and Subsidiaries. Schedule 3.14 3.15 sets forth (a) a correct and complete list of the name and relationship to the Borrower of each and all of the Borrower’s Subsidiaries, (b) a true and complete listing of each class of each of the Borrower’s authorized Equity Interests, of which all of such issued shares are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.143.15, and (c) the type of entity of the Borrower and each of its Subsidiaries. All of the issued and outstanding Equity Interests owned by any Loan Party has have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and is fully paid and non-assessable.

Capitalization and Subsidiaries. Schedule 3.14 3.15 sets forth forth, in each case as of the Effective Date, (a) a correct and complete list of the name and relationship to the Borrower Company of each and all of the Borrower’s SubsidiariesSubsidiary, (b) a true and complete listing of each class of each of the Borrower’s (other than the Company) authorized Equity Interests, of which all of such issued shares Equity Interests are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.143.15, and (c) the type of entity of the Borrower Company and each of its SubsidiariesSubsidiary. All of the issued and outstanding Equity Interests owned by any Loan Party has have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and is are fully paid and non-assessable.

Capitalization and Subsidiaries. Schedule 3.14 3.15 sets forth forth, as of the Effective Date, (a) a correct and complete list of the name and relationship to the Borrower of each and all of the Borrower’s Subsidiaries, (b) a true and complete listing of each class of each of the BorrowerSubsidiary’s authorized Equity Interests, of which all of such issued shares are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.143.15, and (c) the type of entity of the Borrower and each of its Subsidiaries. All of the issued and outstanding Equity Interests owned by any Loan Party has been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and is fully paid and non-assessable.

Capitalization and Subsidiaries. Schedule 3.14 3.15 sets forth (a) a correct and complete list of the name and relationship to the Borrower Company of each and all of the BorrowerCompany’s Subsidiaries, (b) a true and complete listing of each class of each of the Borrower’s Borrowers’ authorized Equity Interests, of which all of such issued shares are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.143.15, and (c) the type of entity of the Borrower Company and each of its Subsidiaries. All of the issued and outstanding Equity Interests owned by any Loan Party has been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and is fully paid and non-assessable.

Capitalization and Subsidiaries. Schedule 3.14 3.15 sets forth as of the Restatement Date (a) a correct and complete list of the name and relationship to the Borrower Holdings of each and all of the Borrower’s SubsidiariesSubsidiary, (b) a true and complete listing of each class of each of the Borrower’s Holdings’ authorized Equity Interests, of which all of such issued shares Equity Interests are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.143.15, and (c) the type of entity of the Borrower Borrower, Holdings and each of its SubsidiariesSubsidiary. All of the issued and outstanding Equity Interests owned by any Loan Party has have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and is are fully paid and non-assessable.

Capitalization and Subsidiaries. Schedule 3.14 3.15 sets forth (a) a correct and complete list of the name and relationship to the Borrower Company of each and all of the BorrowerCompany’s Subsidiaries, (b) a true and complete listing of each class of each of the Borrower’s Borrowers’ authorized Equity Interests, of which all of such issued shares are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.143.15, and (c) the type of entity of the Borrower Company and each of its Subsidiaries. All of the issued and outstanding Equity Interests owned by any Loan Party has been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and is fully paid and non-assessable.

Capitalization and Subsidiaries. Schedule 3.14 3.15 sets forth (a) a correct and complete list of the name and relationship to the Borrower of each and all of the Borrower’s Subsidiaries, (b) a true and complete listing of each class of each of the Borrower’s authorized Equity Interests, of which and all of such issued shares are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.14, and (c) the type of entity of the Borrower and each of its Subsidiaries, and (d) the current listing of all Domestic Subsidiaries. All of the issued and outstanding Equity Interests owned by any Loan Party has been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and is fully paid and non-assessable.

Capitalization and Subsidiaries. Schedule 3.14 3.15 sets forth (a) a correct and complete list of the name and relationship to the Borrower of each and all of the Borrower’s 's Subsidiaries, (b) a true and complete listing of each class of each of the Borrower’s 's authorized Equity Interests, of which all of such issued shares Equity Interests are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.143.15, and (c) the type of entity of the Borrower and each of its Subsidiaries. All of the issued and outstanding Equity Interests owned by any Loan Party has been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and is fully paid and non-assessable.

Capitalization and Subsidiaries. Schedule 3.14 3.16 sets forth forth, as of the Effective Date, (a) a correct and complete list of the name and relationship to the Borrower of each and all of the Borrower’s Subsidiaries, (b) a true and complete listing of each class of each of the BorrowerPledged Entity’s authorized Equity Interests, of which all of such issued shares are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.143.16, and (c) the type of entity of the Borrower and each of its Subsidiaries. All of the issued and outstanding Equity Interests owned by any Loan Party has been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and is fully paid and non-assessable.

Capitalization and Subsidiaries. Schedule 3.14 3.15 sets forth (a) a correct and complete list of the name and relationship to the Borrower Holdings of each and all of the Borrower’s Holdings’ Subsidiaries, (b) a true and complete listing of each class of each of the Borrower’s Holdings’ Subsidiaries’ authorized Equity Interests, of which all of such issued shares are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.143.15, and (c) the type of entity of the Borrower Holdings and each of its Subsidiaries. All of the issued and outstanding Equity Interests owned by any Loan Party has been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and is fully paid and non-assessable.

Capitalization and Subsidiaries. Schedule 3.14 3.15 sets forth (a) a correct an organizational chart of Holdings and complete list of its Subsidiaries showing the name and relationship to the Borrower of each and all of the Borrower’s SubsidiariesHoldings’ Subsidiaries to Holdings, (b) a true and complete listing of each class of each of the Borrower’s Loan Parties’ authorized Equity Interests, of which all of such issued shares are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.143.15, and (c) the type of entity of the Borrower Holdings and each of its Subsidiaries. All of the issued and outstanding Equity Interests owned by any Loan Party has been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and is fully paid and non-assessable.

Capitalization and Subsidiaries. Schedule 3.14 3.15 sets forth (a) a correct and complete list of the name and relationship to the Borrower of each and all of the Borrower’s Subsidiaries, (b) a true and complete listing of each class of each of the Borrower’s authorized Equity Interests, of which all of such issued shares are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.143.15, and (c) the type of entity of the Borrower and each of its Subsidiaries. All of the issued and outstanding Equity Interests owned by any Loan Party has been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and is fully paid and non-assessable.

Capitalization and Subsidiaries. Schedule 3.14 3.15 sets forth (a) a correct and complete list of the name and relationship to the Borrower of each and all of the Borrower’s 's Subsidiaries, (b) a true and complete listing of each class of each of the Borrower’s 's authorized Equity Interests, of which all of such issued shares are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.143.15, and (c) the type of entity of the Borrower and each of its Subsidiaries. All of the issued and outstanding Equity Interests owned by any Loan Party has been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and is fully paid and non-assessable.

Capitalization and Subsidiaries. Schedule 3.14 3.15 sets forth (a) a correct and complete list of the name and relationship to the Borrower Company of each and all of the Borrower’s SubsidiariesSubsidiary, (b) a true and complete listing of each class of each of the BorrowerCompany’s authorized Equity Interests, of which all of such issued shares Equity Interests are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and provided that with respect to the Company, Schedule 3.15 only lists those Persons owning at 5% or more of record by the Persons identified on Schedule 3.14Equity Interests of the Company as of April 21, 2016, and (c) the type of entity of the Borrower Company and each of its SubsidiariesSubsidiary. All of the issued and outstanding Equity Interests owned by any Loan Party has have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and is are fully paid and non-assessablenon‑assessable.

Capitalization and Subsidiaries. Schedule 3.14 3.15 sets forth (a) a correct and complete (in all material respects) list of the name and relationship to the Borrower Holdings of each and all of the Borrower’s Holdings’ Subsidiaries, (b) a true and complete (in all material respects) listing of each class of each of the Borrower’s Borrowers’ authorized Equity Interests, of which all of such issued shares are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.143.15, and (c) the type of entity of the Borrower Holdings and each of its Subsidiaries. All of the issued and outstanding Equity Interests owned by any Loan Party has have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and is are fully paid and non-assessable.