Common use of Existence; Qualification; Subsidiaries Clause in Contracts

Existence; Qualification; Subsidiaries. Each of the Company and each Subsidiary is duly organized, validly existing and in good standing under the laws of its applicable jurisdictions of organization and has full corporate power and authority to conduct its business and own and operate its properties as now conducted, owned and operated. The copies of the Certificate of Incorporation and By-laws of the Company and all amendments thereto are attached hereto as Exhibit C, and are true, correct and complete copies of such documents. Each of the Company and each Subsidiary is licensed or qualified as a foreign corporation or company and is in good standing in all jurisdictions where it is required to be so licensed or qualified except where failure to be licensed or qualified would not have Material Adverse Effect. Schedule 4.1 lists all Subsidiaries and their respective jurisdictions of incorporation or organization. Except as set forth on Schedule 4.1, the Company has no Subsidiaries and owns no capital stock or other securities of, and has not made any other investment in, any other entity. All of the issued shares of capital stock of each Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all Liens other than Liens securing the Indebtedness represented by the Credit Agreement.

Existence; Qualification; Subsidiaries. Each of the Company and each Material Subsidiary is was duly organized, is validly existing and in good standing under the laws of its applicable jurisdictions of organization the jurisdiction in which it was incorporated or formed and has full corporate power and authority to conduct its business and own and operate its properties as now conducted, owned and operated. The copies of the Certificate of Incorporation and Byby-laws of the Company and all amendments thereto and certificates of designation filed in connection therewith are attached hereto as Exhibit C, D and are true, correct and complete copies of such documents. Each of the Company and each Material Subsidiary is licensed or qualified as a foreign corporation or company and is in good standing in all jurisdictions where it such Person is required to be so licensed or qualified qualified, except where the failure to be licensed so licensed, qualified or qualified in good standing would not have a Material Adverse Effect. Schedule 4.1 lists all Subsidiaries of the Company and their respective jurisdictions of incorporation or organizationformation. Except as set forth on Schedule 4.1, the Company has no Subsidiaries and owns no capital stock or other securities of, and has not made any other investment in, any other entity. All of the issued shares of capital stock of each Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all Liens other than Liens securing the Indebtedness represented by the Credit AgreementLiens, except Permitted Liens.

Existence; Qualification; Subsidiaries. Each of the The Company and each Subsidiary that is a corporation is a corporation duly organized, validly existing and in good standing under the laws of the state of its applicable jurisdictions of organization incorporation and has full corporate power and authority to conduct its business and own and operate its properties as now conducted, owned and operated. The copies of the Certificate of Incorporation and By-laws Laws of the Company and all amendments thereto are attached hereto as Exhibit C, EXHIBIT D and are true, correct and complete copies of such documents. Each of the The Company and each Subsidiary of the Company is licensed or qualified as a foreign corporation or company and is in good standing in all jurisdictions where it such Person is required to be so licensed or qualified qualified, except where the failure to be licensed so licensed, qualified or qualified in good standing would not have a Material Adverse Effect. Schedule SCHEDULE 4.1 lists all Subsidiaries of the Company and their respective jurisdictions of incorporation or organizationincorporation. Except as set forth on Schedule SCHEDULE 4.1, the Company has no Subsidiaries and owns no capital stock or other securities of, and has not made any other investment in, any other entity. All of the issued shares of capital stock of each Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all Liens other than Liens securing the Indebtedness represented by obligations under the Credit Agreement.

Existence; Qualification; Subsidiaries. Each of the The Company and each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the state of its applicable jurisdictions of organization incorporation and has full corporate power and authority to conduct its business and own and operate its properties as now conducted, owned and operated. The copies of the Restated Certificate of Incorporation and By-laws Laws of the Company and all amendments thereto are attached hereto as Exhibit C, and previously delivered to the Purchasers are true, correct and complete copies of such documents. Each of the The Company and each Subsidiary is licensed or qualified as a foreign corporation or company and is in good standing in all jurisdictions where it such person is required to be so licensed or qualified qualified, except where the failure to be licensed so licensed, qualified or qualified in good standing would not have a Material Adverse Effect. Schedule 4.1 lists all Subsidiaries and their respective jurisdictions of incorporation or organization. Except as set forth on Schedule SCHEDULE 4.1, the Company has no Subsidiaries and owns no capital stock or other securities of, and has not made any other investment in, any other entity. All of the issued shares of capital stock of each Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all Liens liens, encumbrances, equities or adverse claims other than Liens liens securing the Indebtedness represented by obligations under the Credit Agreement.

Existence; Qualification; Subsidiaries. Each of the The Company and each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the state of its applicable jurisdictions of organization incorporation and has full corporate power and authority to conduct its business and own and operate its properties as now conducted, owned and operated. The copies of the Restated Certificate of Incorporation and By-laws Laws of the Company and all amendments thereto are attached hereto as Exhibit C, and previously delivered to PPEI are true, correct and complete copies of such documents. Each of the The Company and each Subsidiary is licensed or qualified as a foreign corporation or company and is in good standing in all jurisdictions where it such person is required to be so licensed or qualified qualified, except where the failure to be licensed so licensed, qualified or qualified in good standing would not have a Material Adverse Effect. Schedule 4.1 lists all Subsidiaries and their respective jurisdictions of incorporation or organization. Except as set forth on Schedule SCHEDULE 4.1, the Company has no Subsidiaries and owns no capital stock or other securities of, and has not made any other investment in, any other entity. All of the issued shares of capital stock of each Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all Liens other than Liens securing the Indebtedness represented by the Credit Agreementliens, encumbrances, equities or adverse claims.

Existence; Qualification; Subsidiaries. Each of the The Company and each Subsidiary is are duly organized, validly existing and in good standing under the laws of its their applicable jurisdictions of organization and has have full corporate power and authority to conduct its their business and own and operate its their properties as now conducted, owned and operated. The copies of the Certificate Articles of Incorporation and By-laws of the Company and all amendments thereto are attached hereto as Exhibit C, and are true, correct and complete copies of such documents. Each of the The Company and each Subsidiary of the Company is licensed or qualified as a foreign corporation or company and is in good standing in all jurisdictions where it such Person is required to be so licensed or qualified except where failure to be licensed or qualified would not have Material Adverse Effect. Schedule 4.1 lists all Subsidiaries of the Company and their respective jurisdictions of incorporation or organization. Except as set forth on Schedule 4.1, the Company has no Subsidiaries and owns no capital stock or other securities of, and has not made any other investment in, any other entity. All of the issued shares of capital stock of each Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all Liens other than Liens securing the Indebtedness represented by the Credit Agreement.