Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that Co-Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date, Co-Borrower shall # cause any such new Subsidiary that is a domestic Subsidiary to provide to Bank a joinder to the Loan Agreement to cause such Subsidiary to become a co-borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary of the same collateral description as the Collateral hereunder), # provide to Bank appropriate certificates and powers and financing statements, pledging the direct or beneficial ownership interest in such new Subsidiary, in form and substance reasonably satisfactory to Bank (but limited to sixty-five percent (65%) of the voting stock of any Subsidiary incorporated outside the United States), and # provide to Bank all other documentation in form and substance reasonably satisfactory to Bank which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 6.13 shall be a Loan Document.

Formation of Subsidiaries. Each Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary, acquires any direct or indirect Subsidiary after the Sixth Restatement Effective Date, at any time when any direct or indirect Subsidiary of a Loan Party that previously was an Excluded Subsidiary ceases to be an Excluded Subsidiary, or at any time when any Unrestricted Subsidiary is designated as a Restricted Subsidiary, within thirty days of such event (or such later date as permitted by Agent in its sole discretion) # unless such Subsidiary is an Excluded Subsidiary, cause such Subsidiary # if such Subsidiary is a Domestic Subsidiary and Administrative Borrower requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a Joinder to this Agreement, and # to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together with (subject to such longer time period as may be expressly provided in any other Loan Document) such other Security Documents reasonably requested by the Agent, in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); # except to the extent exempted or excluded under and in accordance with the terms of the Guaranty and Security Agreement, provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Loan Party that is a CFC or a Disregarded Domestic Person (and none of the Equity Interests of any Subsidiary of such CFC or Disregarded Domestic Person) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and # provide to Agent all other documentation, including the Governing Documents of such Subsidiary, security agreements with respect to such Subsidiary’s intellectual property, and one or more opinions of counsel reasonably satisfactory to Agent, which, in its reasonable opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Agent shall not accept delivery of any joinder to any Loan Document with respect to any Subsidiary of any Loan Party that is not a Loan Party, if such Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation unless such Subsidiary has delivered a Beneficial Ownership Certification in relation to such Subsidiary and Agent and each Lender has completed its respective Patriot Act searches, OFAC/PEP searches and customary individual background checks for such Subsidiary, the results of which shall be satisfactory to Agent and each Lender, respectively.

Formation of Subsidiaries. At the time that any Borrower or Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date (other than Fresh City Market, LLC, unless any Borrower or Guarantor, directly or indirectly, owns sixty-six (66%) percent or more of its Capital Stock), Lead Borrower shall # within fifteen (15) days of such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) cause any such new Subsidiary to provide to Administrative Agent a Joinder Agreement, together with a joinder to the Guarantee or any other security document (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $2,500,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and

Formation. As soon as practical after the Effective Date, but no later than […​…] the Parties shall establish a joint development committee (the “Joint Development Committee” or “JDC”). The JDC shall consist of […​…] representatives from each of the Parties, each with the requisite experience and seniority to enable such person to make decisions on behalf of the Parties with respect to the issues falling within the jurisdiction of the JDC. From time to time, each Party may substitute one (1) or more of its representatives to the JDC on written notice to the other Party. The JDC shall be chaired on an annual rotating basis by a representative of either [[Organization A:Organization]] or ​, as applicable, on the JDC, with […​…] providing the first such chairperson.

Formation. In the event ​ exercises the Co-Promotion Option, at least […​…] prior to the anticipated filing of the first Drug Approval Application with the applicable Regulatory Authority in any country in the Co-Promotion Territory (or with the EMA with respect to the Centralized Approval Procedure), the Parties shall establish a joint commercialization committee (the “Joint Commercialization Committee” or “JCC”). The JCC shall consist of an equal number of representatives from each of the Parties, each with the requisite experience and seniority to enable such person to make decisions on behalf of the applicable Party with respect to the issues falling within the jurisdiction of the JCC. From time to time, each Party may substitute one (1) or more of its representatives to the JCC on written notice to the other Party. [[Organization A:Organization]] shall select from its representatives the chairperson for the JCC. From time to time, [[Organization A:Organization]] may change the representative who will serve as chairperson on written notice to ​.

Acquisition. Substantially concurrently with the occurrence of the Closing Date and the making by each Lender of its initial extension of credit hereunder, the Acquisition shall have been consummated in all material respects in accordance with the terms of the Acquisition Agreement.

Subsidiaries. Unless the Committee determines otherwise, any unvested RSUs held by a Participant employed by an entity that is a Subsidiary will terminate and be forfeited immediately on the date such entity ceases to be a Subsidiary of Southwestern.

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth in the Disclosure Schedules. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

Subsidiaries. The Company does not have any Subsidiaries. The Company does not own or have any rights to acquire, directly or indirectly, any capital stock or other equity interests of any Person. The Company is not a participant in any joint venture, partnership or similar arrangement. There are no outstanding contractual obligations of the Company to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person.

Subsidiaries. Except as disclosed in [Schedule 4.2], each Subsidiary of Parent is duly organized, validly existing and, as applicable, in good standing under the Laws of its jurisdiction of formation, and has all of the requisite corporate, partnership, limited liability company or other organizational power and authority and all necessary government approvals and licenses to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to have such approvals or licenses would not, individually or in the aggregate, constitute a Buyer Party Material Adverse Effect. Each Subsidiary of Parent is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, operation or leasing of its properties or the management of properties for others makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed or in good standing would not, individually or in the aggregate, constitute a Buyer Party Material Adverse Effect. All outstanding equity interests in each Subsidiary of Parent have been duly authorized and are validly issued, fully paid and nonassessable, and are not subject to any preemptive rights, purchase options, call options, rights of first refusal, subscriptions or any similar rights and are owned by Parent and are so owned free and clear of all Liens, except as would not, individually or in the aggregate, constitute a Buyer Party Material Adverse Effect.

Subsidiaries. Except as disclosed in its quarterly report for the three months ended March 31, 2021, the Company does not own or control any equity security or other interest of any other corporation, partnership, limited liability company or other business entity. The Company is not a participant in any joint venture, partnership, limited liability company or similar arrangement. Except as disclosed in its periodic reports filed with the Securities and Exchange Commission, since its inception, the Company has not consolidated or merged with, acquired all or substantially all of the assets of, or acquired the equity securities of or any interest in any corporation, partnership, limited liability company or other business entity.

Subsidiaries. Set forth on [Schedule 5.08]-1 is a complete and accurate list as of the Closing Date of each Subsidiary of the Borrower, together with # the jurisdiction of incorporation or organization of each such Subsidiary, # if less than 100%, an indication of the percentage of the outstanding equity owned directly or indirectly by the Borrower in such Subsidiary, # an indication of whether such Subsidiary is a Guarantor. For each Loan Party, [Schedule 5.08]-2 sets forth, as of the Closing Date, # its exact legal name and state of organization, # its chief executive office address, and # its organizational identification number and # whether any such Loan Party has, during the five years preceding the Closing Date # changed its legal name, # changed its state of formation, or # been party to a merger, consolidation or other change in structure, in each case pursuant to this clause (d), in respect of which any Lien associated with its previous name, jurisdiction or predecessor entity currently exists that is not a Permitted Lien. The outstanding Equity Interests of each Restricted Subsidiary are validly issued, fully paid and, if a corporation, non‑assessable.

The Acquisition. Upon the terms and subject to the conditions set forth in this Agreement, ​ shall be acquire NOVA at the Effective Time. At the Effective Time of the Acquisition, UBI shall continue as the parent corporation (the "Parent Corporation") and ​ Ltd will be a wholly owned subsidiary.

Acquisition Defined. An “Acquisition” shall mean: # any merger, consolidation or purchase of outstanding capital stock of [[Organization A:Organization]] after which the voting securities of [[Organization A:Organization]] outstanding prior thereto represent (either by remaining outstanding or by being converted into or exchanged for voting securities of the surviving or acquiring entity) less than 50% of the combined voting power of the voting securities of [[Organization A:Organization]] or such surviving or acquiring entity outstanding immediately after such event; or # any sale of all or substantially all of the assets or capital stock of [[Organization A:Organization]] (other than in a spin-off or similar transaction) or # any other acquisition of the business of [[Organization A:Organization]], as determined by the Board; provided that an Acquisition shall not include a Private Transaction.

Acquisition Services. The Advisor shall:

Acquisition Fees. As compensation for the investigation, selection, sourcing and acquisition or origination (by purchase, investment or exchange) of Investments, the Company shall pay an Acquisition Fee to the Advisor or its Affiliates for each such Investment (whether an acquisition or origination). With respect to the origination or acquisition of an Investment to be wholly owned, directly or indirectly, by the Company, the Acquisition Fee payable to the Advisor shall be equal to an amount of 1.0% of the amount, funded or allocated, inclusive of the Acquisition Expenses associated with such Investment, and the amount of any debt associated with, or used to fund the investment in, such Investment. With respect to the acquisition or origination of an Investment through any Joint Venture in which the Company or the Operating Partnership is, directly or indirectly, a partner, the Acquisition Fee payable to the Advisor or its Affiliates shall be equal to an amount of 1.0%, of the portion of the amount, funded or allocated, inclusive of the Acquisition Expenses associated with such Investment, and the amount of any debt associated with, or used to fund the investment in, such Investment that is attributable to the Company’s investment in such Joint Venture. Notwithstanding anything herein to the contrary, the payment of Acquisition Fees by the Company shall be subject to the limitations on acquisition fees contained in (and defined in) the Company’s Charter. The Advisor shall submit an invoice to the Company following the closing or closings of each acquisition or origination, accompanied by a computation of the Acquisition Fee. Generally, the Acquisition Fee payable to the Advisor or its Affiliates shall be paid at the closing of the transaction upon receipt of the invoice by the Company. However, payment of the Acquisition Fee may be deferred or waived (or paid in Shares), in whole or in part, as to any transaction in the sole discretion of the Advisor. Any such deferred or waived Acquisition Fee shall be paid to the Advisor without interest at such subsequent date as the Advisor shall request.