Common use of Purchased Companies Clause in Contracts

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. (a) All of the Purchased Consolidated Company Equity Interests have been duly authorized and validly issued and are fully paid and non-assessableassessable and have not been issued in violation of any preemptive rights, rights of first offer, rights of first refusal or similar rights and such Purchased Company Equity Interests collectively constitute all of the issued and outstanding equity interests of the Purchased Consolidated Companies. Except as set forth on Section 2.4(a) of the Seller Disclosure Schedules, the Purchased Consolidated Companies do not, as of the date of this Agreement (and except as contemplated by the Pre-Closing Reorganization, will not as of the Closing), own any equity interest in any other entity other than as set forth on Section 2.4(a) of the Seller Disclosure Schedules. Except for the Purchased Company Equity InterestsEntity Shares, 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 SchedulesEntities. Except as set forth on Section 3.2(a) of the Seller Disclosure SchedulesSchedules or in the Purchased Venture Governing Documents, 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 Consolidated 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 Consolidated Companies. Except as set forth on Section 3.2(b3.2(a) of the Seller Disclosure SchedulesSchedules or in the Purchased Venture Governing Documents, there are no Purchased Company has any Subsidiaries stock appreciation, phantom stock, profit participation or ownership interests in any other entities. Immediately following the Closing, no Purchased Company will have any guaranty obligations similar rights with respect to Indebtedness under Purchased Consolidated Company Interests. The applicable Seller Entities and Purchased Consolidated Companies set forth on Section 3.2(a) of the HD Supply Credit FacilitiesSeller Disclosure Schedules are, as of the date of this Agreement (and except as contemplated by the Pre-Closing Reorganization, will be as of the Closing), the Senior First Priority Notes Indenturebeneficial and legal owners of the Purchased Consolidated Company Interests, the Senior Second Priority Notes Indenture or any other Indebtedness in each case free and clear of any Seller or any Affiliate of any Seller all Liens (other than Permitted Liens). Upon the transfer and payment for the Purchased Companies or Consolidated Company Interests as contemplated herein, and assuming the receipt of all Approvals required for the transfer, conveyance and assignment of such Purchased Consolidated Company Interests, each applicable Seller Entity will transfer to Purchaser valid title to the Purchased Consolidated Company Interests (other than any Subsidiary Purchased Consolidated Company Interests already held as of the Closing by a Purchased Consolidated Company), free and clear of any Purchased CompanyLiens (other than Permitted Liens).

Purchased Companies. (a) Section 3.2 of the Seller Disclosure Schedules sets forth the jurisdiction of organization and authorized and outstanding capital stock and other equity interests of each of the Purchased Companies, and all such outstanding capital stock and other equity interests are owned directly or indirectly by Seller or its Subsidiaries. All of the Purchased Company Equity Interests Shares have been duly authorized and validly issued and are fully paid and non-assessable, and such the Purchased Company Equity Interests Shares collectively constitute all of the issued and outstanding equity interests of the Purchased Companies. Except for the Purchased Company Equity InterestsShares and except as set forth on Section 3.2 of the Seller Disclosure Schedules, there are no outstanding (a) 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(aCompanies or (b) 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 convertible, exercisable or exchangeable securities, agreements “phantom” equity rights, stock appreciation rights, equity-based performance units, or similar agreements, commitments or undertakings of any kind pursuant to which any of the Purchased Companies is or may become obligated to (i) issue, deliver, transfer, sell or otherwise dispose of of, or pay any amount relating to, 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 CompaniesCompanies (the items in clauses (a) and (b) collectively, the “Purchased Company Securities”). Except as set forth on Section 3.2(b) Prior to the date hereof, Seller has delivered to Purchaser true and complete copies of the Seller Disclosure Schedules, no Organizational Documents of each Purchased Company has any Subsidiaries or ownership interests as in any other entitieseffect as of the date hereof. 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 None of any Seller or any Affiliate of any Seller (other than the Purchased Companies is, or since January 1, 2014 has been, engaged in any Subsidiary material activities other than in connection with the operation of any Purchased Company)the Business.