Purchased Companies. (a) All of the Purchased Company Equity Interests have been duly authorized and validly issued and are fully paid and non-assessable, and such Purchased Company Equity Interests collectively constitute all of the issued and outstanding equity interests of the Purchased Companies. Except for the Purchased Company Equity Interests, there are no outstanding securities or other similar ownership interests of any class or type of or in any of the Purchased Companies. The Purchased Company Equity Interests are owned of record and beneficially by the applicable Sellers as set forth on Section 3.2(a) of the Seller Disclosure Schedules. Except as set forth on Section 3.2(a) of the Seller Disclosure Schedules, there are no outstanding options, warrants, calls, purchase rights, subscription rights, exchange rights or other rights, convertible securities, agreements or commitments of any kind pursuant to which any of the Purchased Companies is or may become obligated to (i) issue, transfer, sell or otherwise dispose of any of its securities, or any securities convertible into or exercisable or exchangeable for its securities, or (ii) redeem, purchase or otherwise acquire any outstanding securities of any of the Purchased Companies. Except as set forth on Section 3.2(b) of the Seller Disclosure Schedules, no Purchased Company has any Subsidiaries or ownership interests in any other entities. Immediately following the Closing, no Purchased Company will have any guaranty obligations with respect to Indebtedness under the HD Supply Credit Facilities, the Senior First Priority Notes Indenture, the Senior Second Priority Notes Indenture or any other Indebtedness of any Seller or any Affiliate of any Seller (other than the Purchased Companies or any Subsidiary of any Purchased Company).
Purchased Companies. Accurate and complete copies of the articles of incorporation and bylaws (or similar organizational instruments) of each Purchased Company have been delivered to Purchaser. No Purchased Company will be in default under or in violation of any provision of its articles of incorporation or bylaws (or similar organizational documents) at the Closing. Each Purchased Company is an entity duly organized, validly existing and (where such concept is applicable) in good standing under the Laws of its jurisdiction of organization. Each Purchased Company is duly qualified to do business in each jurisdiction where the nature of its business or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to be material to the Business. Except as set forth on Schedule 5.2, 5.3(a), 5.3(c), 1.1-E or 1.1-H, no Purchased Company or Subsidiary of a Purchased Company owns any Equity Participation in another Person.
Purchased Companies. Each of the Purchased Companies is duly organized, formed or incorporated (as applicable), validly existing under the Laws of its jurisdiction of organization, formation or incorporation, has all requisite limited liability company, limited partnership, corporate or similar power and authority to own or lease and operate its properties and assets and to carry on its business as presently conducted, and is duly qualified or licensed to do business and is in good standing (where applicable) in each jurisdiction where the conduct of its business requires such qualification or license, except for such failure to be so qualified, licensed or in good standing, or to have such power or authority, that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
Purchased Companies. The execution, delivery and performance by each Seller of this Agreement, and the execution, delivery and performance by each Seller of the Ancillary Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not (i) violate any provision of the Organizational Documents of any Purchased Company, (ii) except as set forth on Schedule 3.4(b), assuming the receipt of all Regulatory Approvals, materially conflict with, or result in the breach of, or constitute a default under (whether after the filing of notice or the lapse of time or both), or result in the termination, cancellation or acceleration or require any notice, consent or approval under any contract (other than any Benefit Plan) to which any Purchased Company is a party, or result in the creation of any Lien upon any assets of the Purchased Companies or (iii) assuming the receipt of all Regulatory Approvals, violate or result in a breach of or constitute a material default under any Law to which an Purchased Company is subject, which in the case of each of the foregoing clauses (ii) and (iii), would reasonably be expected to result in a material liability to the Purchased Companies, taken as a whole, or prevent or materially impair either Seller’s ability to execute, deliver or perform this Agreement or any Ancillary Agreement, or to timely consummate the transactions contemplated hereby or thereby.
Purchased Companies. Except as set forth on Schedule 3.8(b), there are no Proceedings pending or, to the Knowledge of the Seller, threatened against any Purchased Company or that, in each case, would individually or in the aggregate, reasonably be expected to result in a material liability to the Purchased Companies, taken as a whole, or prevent or materially impair or delay either Seller’s ability to execute, deliver or perform this Agreement or any Ancillary Agreement, or to timely consummate the transactions contemplated hereby or thereby. Except as set forth on Schedule 3.8(b), as of the date hereof, none of the Purchased Companies is subject to any Proceeding that, (i) individually or in the aggregate, is, or would reasonably be expected to be material to the Purchased Companies, taken as a whole, (ii) have resulted, or would reasonably be expected to result, in the imposition of a material criminal penalty by a Governmental Entity against any of the Purchased Companies or (iii) would prevent or materially impair or delay either Seller’s ability to execute, deliver or perform this Agreement or any Ancillary Agreement, or to timely consummate the transactions contemplated hereby or thereby. To the Knowledge of the Seller, no officer of the Purchased Companies is subject to any order, writ, judgment, award, injunction or decree of any Governmental Entity that prohibits such officer from engaging in or continuing the businesses of the Purchased Companies on behalf of the Purchased Companies.
Purchased Companies. The Beaver Creek Purchased Company (i) is, or will be at the time of Closing, duly organized, validly existing and in good standing under the laws of the State of Delaware, and (ii) has, or will have at the time of Closing, full limited liability company power and authority to own and operate the Beaver Creek Project. All of the Beaver Creek Purchased Company Ownership Interests are, or at the time of Closing will be owned directly by Apex free and clear of any Liens. The Beaver Creek Purchased Company has not filed an election to be classified as an association taxable as a corporation for federal tax purposes. There are no options, warrants or rights of conversion or any other contract relating to the Beaver Creek Purchased Company obligating the Beaver Creek Purchased Company, directly or indirectly, to issue additional membership interests or other equity interests. The Beaver Creek Purchased Company was formed for the specific purpose of taking title to the Beaver Creek Project and the Beaver Creek Purchased Company does not own any other assets and has not conducted any other operations. No LLC Subsidiary has made an election to be treated as a corporation for United States tax purposes.
Purchased Companies. (a) Each Purchased Company is duly organized and validly existing under the Laws of its jurisdiction of organization and has all organizational powers and authority required to carry on its business as now conducted in all material respects. Seller has provided to (or when formed, will provide to) Buyer true, correct and complete copies of the certificate of incorporation and bylaws (or equivalent organizational documents) of each Purchased Company as in effect on the date of this Agreement (or when formed, as applicable). Each Purchased Company is duly qualified to do business as a foreign corporation, limited liability company or other legal entity and is in good standing in each jurisdiction in which it leases real property or holds licenses (including Liquor Licenses) or Permits and each other jurisdiction in which the conduct of its business and the lease and operation of its assets and the holding of its licenses (including Liquor Licenses) or other Permits makes such qualification necessary, except where the failure to be so qualified or to be in good standing would not be, and would not reasonably be expected to be, individually or in the aggregate, material to the business or operation of such Purchased Company or the Business.
Purchased Companies. None, except for those set forth on Section 4.4(b) below. *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.
Purchased Companies. (a) All of the Purchased Entity Shares have been duly authorized and validly issued and are fully paid and non-assessable, and such Purchased Entity Shares collectively constitute all of the issued and outstanding equity interests of the Purchased Entities. Except for the Purchased Entity Shares, there are no outstanding securities or other similar ownership interests of any class or type of or in any of the Purchased Entities. Except as set forth on Section 3.2(a) of the Seller Disclosure Schedules, there are no outstanding options, warrants, calls, purchase rights, subscription rights, exchange rights or other rights, convertible securities, agreements or commitments of any kind pursuant to which any of the Purchased Entities is or may become obligated to (i) issue, transfer, sell or otherwise dispose of any of its securities, or any securities convertible into or exercisable or exchangeable for its securities, or (ii) redeem, purchase or otherwise acquire any outstanding securities of any of the Purchased Entities.
Purchased Companies. (i) At the Time of Closing, the only outstanding shares of the Purchased Companies will be the Purchased Shares, and Seller will be the beneficial owner of record of the Purchased Shares, with good title thereto, free and clear of all Encumbrances. Upon completion of the transactions contemplated by this Agreement, all of the shares of NPNS and Azure Mountain will be owned by NPNS Purchaser and Azure Mountain Purchaser, respectively, as the beneficial owners of record, with good title thereto, free and clear of all Encumbrances (except for such Encumbrances as may have been granted by Purchaser).
