Common use of Citigroup Contributed Subsidiaries Clause in Contracts

Citigroup Contributed Subsidiaries. Each Citigroup Contributed Subsidiary is (or in the case of Citigroup Contributed Subsidiaries formed after January 13, 2009, will be by Closing) an entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. Each Citigroup Contributed Subsidiary has (or in the case of Citigroup Contributed Subsidiaries formed after January 13, 2009, will have by Closing) all requisite corporate or comparable power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted or as proposed to be conducted from and after the Closing. Each Citigroup Contributed Subsidiary will have at the Closing all requisite limited liability company or comparable power and authority to own, lease and operate the Citigroup Contributed Assets and to carry on the Citigroup Contributed Business. Each Citigroup Contributed Subsidiary is (or in the case of Citigroup Contributed Subsidiaries formed after January 13, 2009, will be) duly qualified and (except to the extent not applicable to foreign Subsidiaries) in good standing as a foreign entity authorized to transact business in each jurisdiction where the conduct of its business or the ownership of its properties requires such qualification, other than in jurisdictions where the failure to be so qualified, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect on the Citigroup Contributed Business.

Citigroup Contributed Subsidiaries. Each Citigroup Contributed Subsidiary is (or in the case of Citigroup Contributed Subsidiaries formed after January 13, 2009the date hereof, will be by Closing) an entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. Each Citigroup Contributed Subsidiary has (or in the case of Citigroup Contributed Subsidiaries formed after January 13, 2009the date hereof, will have by Closing) all requisite corporate or comparable power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted or as proposed to be conducted from and after the Closing. Each Citigroup Contributed Subsidiary will have at the Closing all requisite limited liability company or comparable power and authority to own, lease and operate the Citigroup Contributed Assets and to carry on the Citigroup Contributed Business. Each Citigroup Contributed Subsidiary is (or in the case of Citigroup Contributed Subsidiaries formed after January 13, 2009the date hereof, will be) duly qualified and (except to the extent not applicable to foreign Subsidiaries) in good standing as a foreign entity authorized to transact business in each jurisdiction where the conduct of its business or the ownership of its properties requires such qualification, other than in jurisdictions where the failure to be so qualified, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect on the Citigroup Contributed Business.