Common use of Corporate Existence; Subsidiaries; Foreign Qualification Clause in Contracts

Corporate Existence; Subsidiaries; Foreign Qualification. (a) Each Company is an entity duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and is duly qualified and authorized to do business and is in good standing as a foreign entity in each jurisdiction where the character of its property or its business activities makes such qualification necessary, except where the failure to so qualify would not have a Material Adverse Effect. (b) Schedule 4.01 sets forth (i) the jurisdiction of organization of Borrower, and (ii) each state or other jurisdiction in which Borrower is qualified to do business as a foreign corporation as of the Closing Date. (c) Schedule 4.01 sets forth as of the Closing Date (i) each Subsidiary of Borrower and each Subsidiary of each other Company, (ii) such Subsidiary’s jurisdiction of organization, (iii) each jurisdiction in which each Material Subsidiary is qualified to do business as a foreign entity, and (iv) the direct or indirect ownership of Borrower in such Subsidiary.

Corporate Existence; Subsidiaries; Foreign Qualification. (a) Each Company is an entity duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and is duly qualified and authorized to do business and is in good standing as a foreign entity in each jurisdiction where the character of its property or its business activities makes such qualification necessary, except where the failure to so qualify would not have a Material Adverse Effect. (b) Schedule 4.01 sets forth (i) the jurisdiction of organization of Borrower, and (ii) each state or other jurisdiction in which Borrower is qualified to do business as a foreign corporation as of the Closing Date. (c) Schedule 4.01 sets forth as of the Closing Date (i) each Subsidiary of Borrower and each Subsidiary of each other Company, (ii) such Subsidiary’s 's jurisdiction of organization, (iii) each jurisdiction in which each Material Subsidiary is qualified to do business as a foreign entity, and (iv) the direct or indirect ownership of Borrower in such Subsidiary.

Corporate Existence; Subsidiaries; Foreign Qualification. (a) Each Company is an entity duly organized, validly existing, and in good standing under the laws of its jurisdiction state of organization and is duly qualified and authorized to do business and is in good standing as a foreign entity in each jurisdiction where the character of its property or its business activities makes such qualification necessary, except where the failure to so qualify would not have a Material Adverse Effect. (b) Schedule 4.01 sets forth (i) the jurisdiction state of organization of Borrower, and (ii) each state or other jurisdiction in which Borrower is qualified to do business as a foreign corporation as of the Closing Date. (c) Schedule 4.01 sets forth as of the Closing Date (i) each Subsidiary of Borrower and each Subsidiary of each other Company, (ii) such Subsidiary’s jurisdiction state or country of organization, (iii) each state or other jurisdiction in which each Material Subsidiary is qualified to do business as a foreign entity, and (iv) the direct or indirect ownership of Borrower in such Subsidiary.

Corporate Existence; Subsidiaries; Foreign Qualification. (a) Each Company is an entity duly organized, validly existing, and in good standing under the laws of its jurisdiction state of organization and is duly qualified and authorized to do business and is in good standing as a foreign entity in each jurisdiction where the character of its property or its business activities makes such qualification necessary, except where the failure to so qualify would not have a Material Adverse Effect. (b) Schedule 4.01 hereto sets forth (i) the jurisdiction state of organization of Borrower, and (ii) each state or other jurisdiction in which Borrower is qualified to do business as a foreign corporation as of the Closing Datecorporation. (c) Schedule 4.01 hereto sets forth as of the Closing Date (i) each Subsidiary of Borrower and each Subsidiary of each other Company, (ii) such Subsidiary’s jurisdiction state of organization, (iii) each state or other jurisdiction in which each Material such Subsidiary is qualified to do business as a foreign entity, and (iv) the direct or indirect ownership of Borrower in such Subsidiary.