Common use of Existence; Qualification; Subsidiaries Clause in Contracts

Existence; Qualification; Subsidiaries. Each of the Company and each Material Subsidiary was duly organized, is validly existing and in good standing under the laws of the jurisdiction in which it was incorporated or formed and has full 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 and certificates of designation filed in connection therewith are attached hereto as Exhibit 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 and is in good standing in all jurisdictions where such Person is required to be so licensed or qualified, except where the failure to be so licensed, qualified or 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 formation. 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, except Permitted Liens.

Existence; Qualification; Subsidiaries. Each of the Company and each Material Subsidiary was its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, is validly existing and in good standing under the laws of the jurisdiction in which it was incorporated state of its incorporation or formed formation and has full corporate or partnership power and authority authority, as the case may be, to conduct its business and own and operate its properties as now conducted, owned and operated. The copies of the Certificate of Incorporation Incorporation, as amended, and byBy-laws Laws of the Company and all amendments thereto and certificates of designation filed in connection therewith are attached hereto as Exhibit D and previously delivered to the Purchaser are true, correct and complete copies of such documents. Each of the The Company and each Material Subsidiary is licensed or qualified as a foreign corporation corporation, partnership or limited liability company and is in good standing in all jurisdictions where such Person person is required to be so licensed or qualified, except where the failure to be so licensed, qualified or 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 formation. Except as set forth on Schedule SCHEDULE 4.1, the Company has no Subsidiaries and owns no capital stock 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 Capital Stock, partnership interests or membership interests, as the case may be, 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 Liensliens, except Permitted Liensencumbrances, equities or adverse claims.

Existence; Qualification; Subsidiaries. Each of the Company and each Material Subsidiary was is duly organized, is validly existing and in good standing under the laws of the jurisdiction in which it was incorporated or formed 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 byBy-laws of the Company and all amendments thereto and certificates of designation filed in connection therewith are attached hereto as Exhibit D C, 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 such Person it is required to be so licensed or qualified, qualified except where the failure to be so licensed, licensed or qualified or 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 formationorganization. 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, except Permitted LiensLiens other than Liens securing the Indebtedness represented by the Credit Agreement.

Existence; Qualification; Subsidiaries. Each of the Company and each Material Subsidiary was its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, is validly existing and in good standing under the laws of the jurisdiction in which it was incorporated state of its incorporation or formed formation and has full corporate or partnership power and authority authority, as the case may be, to conduct its business and own and operate its properties as now conducted, owned and operated. The copies of the Certificate of Incorporation Incorporation, as amended, and byBy-laws Laws of the Company and all amendments thereto and certificates of designation filed in connection therewith are attached hereto as Exhibit D and previously delivered to the Purchaser are true, correct and complete copies of such documents. Each of the The Company and each Material Subsidiary is licensed or qualified as a foreign corporation corporation, partnership or limited liability company and is in good standing in all jurisdictions where such Person person is required to be so licensed or qualified, except where the failure to be so licensed, qualified or 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 formation. Except as set forth on Schedule 4.1, the Company has no Subsidiaries and owns no capital stock 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 Capital Stock, partnership interests or membership interests, as the case may be, 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 Liensliens, except Permitted Liensencumbrances, equities or adverse claims.

Existence; Qualification; Subsidiaries. Each of the The Company and each Material Subsidiary was that is a corporation is a corporation duly organized, is validly existing and in good standing under the laws of the jurisdiction in which it was incorporated or formed state of its 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 byBy-laws Laws of the Company and all amendments thereto and certificates of designation filed in connection therewith are attached hereto as Exhibit EXHIBIT D and are true, correct and complete copies of such documents. Each The Company and each Subsidiary of the Company and each Material Subsidiary is licensed or qualified as a foreign corporation and is in good standing in all jurisdictions where such Person is required to be so licensed or qualified, except where the failure to be so licensed, qualified or 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 formationincorporation. 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, except Permitted LiensLiens other than Liens securing the obligations under the Credit Agreement.

Existence; Qualification; Subsidiaries. Each of the Company and each Material Subsidiary was its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, is validly existing and in good standing under the laws of the jurisdiction in which it was incorporated state of its incorporation or formed formation and has full corporate or partnership power and authority authority, as the case may be, to conduct its business and own and operate its properties as now conducted, owned and operated. The copies of the Certificate of Incorporation Incorporation, as amended, and byBy-laws Laws of the Company and all amendments thereto and certificates of designation filed in connection therewith are attached hereto as Exhibit D and previously delivered to the Purchaser are true, correct and complete copies of such documents. Each of the The Company and each Material Subsidiary is licensed or qualified as a foreign corporation corporation, partnership or limited liability company and is in good standing in all jurisdictions where such Person person is required to be so licensed or qualified, except where the failure to be so licensed, qualified or 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 formation. 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 stock, partnership interests or membership interests, as the case may be, 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 Liensliens, except Permitted Liensencumbrances, equities or adverse claims.

Existence; Qualification; Subsidiaries. Each of the The Company and each Material Subsidiary was are duly organized, is validly existing and in good standing under the laws of the jurisdiction in which it was incorporated or formed 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 byBy-laws of the Company and all amendments thereto and certificates of designation filed in connection therewith are attached hereto as Exhibit D C, and are true, correct and complete copies of such documents. Each The Company and each Subsidiary 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 such Person is required to be so licensed or qualified, qualified except where the failure to be so licensed, licensed or qualified or 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 formationorganization. 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, except Permitted LiensLiens other than Liens securing the Indebtedness represented by Credit Agreement.