Common use of As of the Closing Date Clause in Contracts

As of the Closing Date. (i) the authorized Stock of each of the Credit Parties and each of their Subsidiaries is as set forth on SCHEDULE 3.1(B); (ii) all issued and outstanding Stock of each of the Credit Parties and each of their Subsidiaries is duly authorized and validly issued, fully paid, nonassessable (as applicable), free and clear of all Liens other than those in favor of (A) Agent for the benefit of Agent and Lenders and (B) First Lien Agent for the benefit of First Lien Agent and First Lien Lenders, and such Stock was issued in compliance with all applicable state, federal and foreign laws concerning the issuance of securities; (iii) the identity of the holders of the Stock of each of the Credit Parties (other than Holdings) and their Subsidiaries and the percentage of their fully-diluted ownership of the Stock of each of the Credit Parties and their Subsidiaries is set forth on SCHEDULE 3.1(B); and (iv) no Stock of any Credit Party or any of their Subsidiaries, other than those described above, are issued and outstanding. Except as provided in SCHEDULE 3.1(b), as of the Closing Date, there are no preemptive or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition from any Credit Party or any of their Subsidiaries of any Stock of any such entity. No Credit Party has any Subsidiaries expect as set forth on Schedule 3.1(b).

As of the Closing Date. (i) the authorized Stock of each of the Credit Parties and each of their Subsidiaries is as set forth on SCHEDULE 3.1(B); (ii) all issued and outstanding Stock of each of the Credit Parties and each of their Subsidiaries is duly authorized and validly issued, fully paid, nonassessable (as applicable), free and clear of all Liens other than those in favor of (A) Agent for the benefit of Agent and Lenders and (B) First Second Lien Agent for the benefit of First Second Lien Agent and First Second Lien Lenders, and such Stock was issued in compliance with all applicable state, federal and foreign laws concerning the issuance of securities; (iii) the identity of the holders of the Stock of each of the Credit Parties (other than Holdings) and their Subsidiaries and the percentage of their fully-diluted ownership of the Stock of each of the Credit Parties and their Subsidiaries is set forth on SCHEDULE 3.1(B); and (iv) no Stock of any Credit Party or any of their Subsidiaries, other than those described above, are issued and outstanding. Except as provided in SCHEDULE 3.1(b3.1(B), as of the Closing Date, there are no preemptive or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition from any Credit Party or any of their Subsidiaries of any Stock of any such entity. No Credit Party has any Subsidiaries expect except as set forth on Schedule 3.1(bSCHEDULE 3.1(B).