Common use of Company Organization Clause in Contracts

Company Organization. (a) Marigold is a corporation duly organized, validly existing and in good standing under the Laws of the Commonwealth of Virginia. Marigold has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, in each case, except where the failure to have such power or authority or to be so licensed or qualified would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on Marigold. (b) Complete copies of the articles of incorporation and bylaws of Marigold (the “Marigold Organizational Documents”), as in effect as of the date of this Agreement, have previously been made available to Montage. (c) Each of the Marigold Subsidiaries (i) is duly organized and validly existing under the Laws of its jurisdiction of organization, (ii) is duly licensed or qualified to do business and in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and (iii) has all requisite corporate or comparable power and authority to own or lease its properties and assets and to carry on its business as now conducted, in each case, except where the failure to be so duly organized, validly existing, duly licensed or qualified or to have such power or authority would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on Marigold. Section 3.1(c) of the Marigold Disclosure Letter sets forth as of the date of this Agreement the name of each Marigold Subsidiary, the percentage ownership represented by such capital stock or other equity ownership interest and the jurisdiction of incorporation or formation of such Marigold Subsidiary. (d) As of the date of this Agreement, Marigold does not hold any interests, either directly or indirectly, in any entities (other than the shares or other Equity Interests in the Subsidiaries of Marigold as set forth on Section 3.1(c) of the Marigold Disclosure Letter).

Company Organization. (a) Marigold Xxxxx is a corporation limited liability company duly organized, validly existing and in good standing under the Laws of the Commonwealth State of VirginiaDelaware. Marigold Xxxxx has the corporate limited liability company power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, in each case, except where the failure to have such power or authority or to be so licensed or qualified would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on MarigoldXxxxx. (b) Complete copies of the articles certificate of incorporation formation and bylaws of Marigold the Xxxxx LLC Agreement (the “Marigold Xxxxx Organizational Documents”), as in effect as of the date of this Agreement, have previously been made available to MontageMercury. (c) Each of the Marigold Xxxxx’ Subsidiaries (i) is duly organized and validly existing under the Laws of its jurisdiction of organization, (ii) is duly licensed or qualified to do business and in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and (iii) has all requisite corporate or comparable power and authority to own or lease its properties and assets and to carry on its business as now conducted, in each case, except where the failure to be so duly organized, validly existing, duly licensed or qualified or to have such power or authority would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on MarigoldXxxxx. Section 3.1(c) of the Marigold Xxxxx Disclosure Letter sets forth as of the date of this Agreement the name of each Marigold Xxxxx Subsidiary, the percentage ownership represented by such capital stock or other equity ownership interest and the jurisdiction of incorporation or formation of such Marigold Xxxxx Subsidiary. (d) As of the date of this Agreement, Marigold Xxxxx does not hold any interests, either directly or indirectly, in any entities (other than the shares or other Equity Interests equity interests in the Subsidiaries of Marigold Xxxxx as set forth on Section 3.1(c) of the Marigold Xxxxx Disclosure Letter).

Company Organization. (a) Marigold is a corporation duly organized, validly existing and in good standing under the Laws of the Commonwealth State of VirginiaIowa. Marigold has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, in each case, except where the failure to have such power or authority or to be so licensed or qualified would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on Marigold. (b) Complete copies of the articles of incorporation and bylaws of Marigold (the “Marigold Organizational Documents”), as in effect as of the date of this Agreement, have previously been made available to Montage. (c) Each of the Marigold Subsidiaries (i) is duly organized and validly existing under the Laws of its jurisdiction of organization, (ii) is duly licensed or qualified to do business and in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and (iii) has all requisite corporate or comparable power and authority to own or lease its properties and assets and to carry on its business as now conducted, in each case, except where the failure to be so duly organized, validly existing, duly licensed or qualified or to have such power or authority would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on Marigold. Section 3.1(c) of the Marigold Disclosure Letter sets forth as of the date of this Agreement the name of each Marigold Subsidiary, the percentage ownership represented by such capital stock or other equity ownership interest and the jurisdiction of incorporation or formation of such Marigold Subsidiary. (d) As of the date of this Agreement, Marigold does not hold any interests, either directly or indirectly, in any entities (other than the shares or other Equity Interests in the Subsidiaries of Marigold as set forth on Section 3.1(c) of the Marigold Disclosure Letter).

Company Organization. (a) Marigold is Laxxx xs a corporation limited liability company duly organized, validly existing and in good standing under the Laws of the Commonwealth State of VirginiaDelaware. Marigold has Laxxx xas the corporate limited liability company power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, in each case, except where the failure to have such power or authority or to be so licensed or qualified would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on MarigoldLaxxx. (b) Complete copies of the articles certificate of incorporation formation and bylaws of Marigold the Laxxx XLC Agreement (the “Marigold Organizational Laxxx Xrganizational Documents”), as in effect as of the date of this Agreement, have previously been made available to MontageMercury. (c) Each of the Marigold Laxxx’ Subsidiaries (i) is duly organized and validly existing under the Laws of its jurisdiction of organization, (ii) is duly licensed or qualified to do business and in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and (iii) has all requisite corporate or comparable power and authority to own or lease its properties and assets and to carry on its business as now conducted, in each case, except where the failure to be so duly organized, validly existing, duly licensed or qualified or to have such power or authority would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on MarigoldLaxxx. Section 3.1(c) of the Marigold Disclosure Laxxx Xisclosure Letter sets forth as of the date of this Agreement the name of each Marigold SubsidiaryLaxxx Xubsidiary, the percentage ownership represented by such capital stock or other equity ownership interest and the jurisdiction of incorporation or formation of such Marigold SubsidiaryLaxxx Xubsidiary. (d) As of the date of this Agreement, Marigold does Laxxx xoes not hold any interests, either directly or indirectly, in any entities (other than the shares or other Equity Interests equity interests in the Subsidiaries of Marigold as Laxxx xs set forth on Section 3.1(c) of the Marigold Disclosure Laxxx Xisclosure Letter).

Company Organization. (a) Marigold Company (i) is a corporation limited liability company duly organized, formed and validly existing and in good standing under the Laws of the Commonwealth State of Virginia. Marigold Delaware and in good standing with the DE SOS, (ii) has the corporate requisite limited liability company power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and (iii) is duly licensed or qualified to do business as a foreign company in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, in each case, except where the failure to have such power or authority or to be so licensed or qualified other than as would not, individually or in the aggregate, reasonably be reasonably likely expected to have a Company Material Adverse Effect on MarigoldEffect. Company has duly elected to be regulated as a BDC, and such election has not been revoked or withdrawn and is in full force and effect. (b) Complete True, complete and correct copies of the articles certificate of incorporation and bylaws formation of Marigold Company (the “Marigold Organizational DocumentsCompany Certificate”) and the Third Amended and Restated Limited Liability Company Agreement of Company (the “Company LLC Agreement”), each as in effect as of the date of this Agreement, have previously been made available to Montagepublicly filed by Company. (c) Each Consolidated Subsidiary of the Marigold Subsidiaries Company (i) is duly organized incorporated or duly formed, as applicable to each such Consolidated Subsidiary, and validly existing and in good standing under the Laws of its jurisdiction of organization, (ii) is duly licensed or qualified to do business and in good standing in all jurisdictions where its ownership or leasing of property or has the conduct of its business requires it to be so qualified and (iii) has all requisite corporate (or comparable similar) power and authority to own or lease all of its properties and assets and to carry on its business as it is now conducted, in each case, except where the failure to be so duly organized, validly existing, being conducted and (iii) is duly licensed or qualified to do business as a foreign corporation or to have other business entity in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such power licensing or authority qualification necessary, other than in the case of clauses (ii) and (iii), as would not, individually or in the aggregate, reasonably be reasonably likely expected to have a Company Material Adverse Effect on Marigold. Section 3.1(c) of the Marigold Disclosure Letter sets forth as of the date of this Agreement the name of each Marigold Subsidiary, the percentage ownership represented by such capital stock or other equity ownership interest and the jurisdiction of incorporation or formation of such Marigold SubsidiaryEffect. (d) As of the date of this Agreement, Marigold does not hold any interests, either directly or indirectly, in any entities (other than the shares or other Equity Interests in the Subsidiaries of Marigold as set forth on Section 3.1(c) of the Marigold Disclosure Letter).

Company Organization. (ai) Marigold is a corporation duly organized, validly existing and in good standing under the Laws of the Commonwealth State of VirginiaIowa. Marigold has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, in each case, except where the failure to have such power or authority or to be so licensed or qualified would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on Marigold. (bj) Complete copies of the articles of incorporation and bylaws of Marigold (the “Marigold Organizational Documents”), as in effect as of the date of this Agreement, have previously been made available to Montage. (ck) Each of the Marigold Subsidiaries (i) is duly organized and validly existing under the Laws of its jurisdiction of organization, (ii) is duly licensed or qualified to do business and in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified and (iii) has all requisite corporate or comparable power and authority to own or lease its properties and assets and to carry on its business as now conducted, in each case, except where the failure to be so duly organized, validly existing, duly licensed or qualified or to have such power or authority would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on Marigold. Section 3.1(c) of the Marigold Disclosure Letter sets forth as of the date of this Agreement the name of each Marigold Subsidiary, the percentage ownership represented by such capital stock or other equity ownership interest and the jurisdiction of incorporation or formation of such Marigold Subsidiary. (dl) As of the date of this Agreement, Marigold does not hold any interests, either directly or indirectly, in any entities (other than the shares or other Equity Interests in the Subsidiaries of Marigold as set forth on Section 3.1(c) of the Marigold Disclosure Letter).