Common use of Formation and Qualification Clause in Contracts

Formation and Qualification. (a) Each Credit Party is duly incorporated and in good standing under the laws of the state indicated on Schedule 5.2(a) and is qualified to do business and is in good standing in the states indicated on Schedule 5.2(a) which constitute all states in which qualification and good standing are necessary for such Credit Party to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect. Each Credit Party has delivered to Agent true and complete copies of its certificate of incorporation and by-laws and will promptly notify Agent of any amendment or changes thereto. (b) As of the Closing Date, the only Subsidiaries of Borrower are listed on Schedule 5.2(b). As of the Closing Date, the Persons identified on Schedule 5.2(b) are the record and beneficial owners of all of the shares of Capital Stock of each of the Subsidiaries of Borrower listed on Schedule 5.2(b) as being owned by thereby, there are no proxies, irrevocable or otherwise, with respect to such shares other than as set forth on Schedule 5.2(b), and, except as set forth on Schedule 5.2(b) no equity securities of any of such Persons are or may become required to be issued by reason of any options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of any Capital Stock of any such Person, and there are no contracts, commitments, understandings or arrangements by which any such Person is or may become bound to issue additional shares of its Capital Stock or securities convertible into or exchangeable for such shares. All of the shares owned by Borrower are owned free and clear of any Liens other than Permitted Encumbrances.

Formation and Qualification. (a) Each On the Closing Date, each Credit Party is duly incorporated or formed, as applicable and in good standing under the laws of the state indicated listed on Schedule 5.2(a) and is qualified to do business and is in good standing in the states indicated listed on Schedule 5.2(a) which constitute all ). Each Credit Party is in good standing and is qualified to do business in the states in which qualification and good standing are necessary for such Credit Party to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect. Each material adverse effect on such Credit Party has delivered Party’s ability to Agent true and complete copies conduct its business as currently conducted or its ability to perform the terms of its certificate of incorporation and by-laws and will promptly notify Agent of this Agreement or any amendment or changes theretoOther Document. (b) As of the Closing Date, all of the only Subsidiaries of Borrower Parent Guarantor are listed on Schedule 5.2(b). As of the Closing Date, the Persons identified on Schedule 5.2(b) are the record and beneficial owners of all of the shares of Capital Stock of each of the Subsidiaries of Borrower listed on Schedule 5.2(b) as being owned by thereby, there are no proxies, irrevocable or otherwise, with respect to such shares other than as set forth on Schedule 5.2(b)shares, and, except as set forth on Schedule 5.2(b) and no equity securities of any of such Persons are or may become required to be issued by reason of any options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of any Capital Stock of any such Person, and there are no contracts, commitments, understandings or arrangements by which any such Person is or may become bound to issue additional shares of its Capital Stock or securities convertible into or exchangeable for such shares. All of the shares owned by Borrower the Credit Parties are owned free and clear of any Liens other than Permitted Encumbrances.

Formation and Qualification. (a) Each Credit Party is Borrowers are duly incorporated and/or formed and in good standing under the laws of the state states indicated on Schedule 5.2(a) and is are qualified to do business and is in good standing in the states indicated on Schedule 5.2(a) which constitute all states in which qualification and good standing are necessary for such Credit Party Borrowers to conduct its their business and own its their property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect. Each Credit Party has Borrowers have delivered to Agent true and complete copies of its their certificate of incorporation and by-laws by law, and certificate of formation and operating agreement (as applicable) and will promptly notify Agent of any amendment or changes thereto. (b) As of the Closing Date, the only Subsidiaries of Borrower the Company are listed on Schedule 5.2(b). As of the Closing Date, the Persons identified on Schedule 5.2(b) are the record and beneficial owners of all of the shares of Capital Stock of each of the Subsidiaries of Borrower Persons listed on Schedule 5.2(b) except as listed on Schedule 5.2(b) as being owned by thereby, there are no proxies, irrevocable or otherwise, with respect to such shares other than as set forth on Schedule 5.2(b)shares, and, except as set forth on Schedule 5.2(b) and no equity securities of any of such Persons are or may become required to be issued by reason of any options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of any Capital Stock of any such Person, and there are no contracts, commitments, understandings or arrangements by which any such Person is or may become bound to issue additional shares of its Capital Stock or securities convertible into or exchangeable for such shares. All of the shares owned by Borrower Borrowers are owned free and clear of any Liens other than Permitted Encumbrances.

Formation and Qualification. (a) Each Credit Party Borrower is duly incorporated and in good standing under the laws of the state indicated on Schedule 5.2(a) State of Illinois and is qualified to do business and is in good standing in the states indicated on Schedule 5.2(a) which constitute all states in which qualification and good standing are necessary for such Credit Party Borrower to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect. Each Credit Party Borrower has delivered to Agent true and complete copies of its certificate of incorporation and by-laws and will promptly notify Agent of any material amendment or material changes thereto. (b) As of the Closing Date, the only Subsidiaries of Borrower are listed on Schedule 5.2(b). As of the Closing Date, the Persons identified on Schedule 5.2(b) are the record and beneficial owners of all of the shares of Capital Stock of each of the Subsidiaries of Borrower Persons listed on Schedule 5.2(b) as being owned by thereby, there are no proxies, irrevocable or otherwise, with respect to such shares other than as set forth on Schedule 5.2(b)shares, and, except as set forth on Schedule 5.2(b) and no equity securities of any of such Persons are or may become required to be issued by reason of any options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of any Capital Stock of any such Person, and there are no contracts, commitments, understandings or arrangements by which any such Person is or may become bound to issue additional shares of its Capital Stock or securities convertible into or exchangeable for such shares. All of the shares owned by Borrower are owned free and clear of any Liens other than Permitted Encumbrances.

Formation and Qualification. (a) Each On the Closing Date, each Credit Party is duly incorporated or formed, as applicable and in good standing under the laws of the state indicated listed on Schedule 5.2(a) and is qualified to do business and is in good standing in the states indicated listed on Schedule 5.2(a) which constitute all states ), as applicable. Each Credit Party is in good standing and is qualified to do business in the jurisdictions in which qualification and good standing are necessary for such Credit Party to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect. Each Credit Party has delivered to Agent true and complete copies of its certificate of incorporation and by-laws and will promptly notify Agent of any amendment or changes thereto. (b) As of the Closing Date, the only Subsidiaries of Borrower are listed on Schedule 5.2(b). As of the Closing Date, the Persons identified on Schedule 5.2(b) are the record and beneficial owners of all of the shares of Capital Stock of each of Credit Party, other than the Subsidiaries of Borrower listed on Schedule 5.2(b) Parent Guarantor, as being owned by thereby, there are no proxies, irrevocable or otherwise, with respect to such shares other than as set forth on Schedule 5.2(b)shares, and, except as set forth on Schedule 5.2(b) and no equity securities of any of such Persons are or may become required to be issued by reason of any options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of any Capital Stock of any such Person, and there are no contracts, commitments, understandings or arrangements by which any such Person is or may become bound to issue additional shares of its Capital Stock or securities convertible into or exchangeable for such shares. All of the shares owned by Borrower the Credit Parties are owned free and clear of any Liens other than Permitted Encumbrances.

Formation and Qualification. (a) Each On the Closing Date, each Credit Party is duly incorporated or formed, as applicable and in good standing under the laws of the state indicated or province, as applicable, listed on Schedule 5.2(a) and is qualified to do business and is in good standing in the states indicated or provinces, as applicable, listed on Schedule 5.2(a) which constitute all ). Each Credit Party is in good standing and is qualified to do business in the states in which qualification and good standing are necessary for such Credit Party to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect. Each material adverse effect on such Credit Party has delivered Party’s ability to Agent true and complete copies conduct its business as currently conducted or its ability to perform the terms of its certificate of incorporation and by-laws and will promptly notify Agent of this Agreement or any amendment or changes theretoOther Document. (b) As of the Closing Date, all of the only Subsidiaries of Borrower Mammoth are listed on Schedule 5.2(b). As of the Closing Date, the Persons identified on Schedule 5.2(b) are the record and beneficial owners of all of the shares of Capital Stock of each of the Subsidiaries of Borrower listed on Schedule 5.2(b) as being owned by thereby, there are no proxies, irrevocable or otherwise, with respect to such shares other than as set forth on Schedule 5.2(b)shares, and, except as set forth on Schedule 5.2(b) and no equity securities of any of such Persons are or may become required to be issued by reason of any options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of any Capital Stock of any such Person, and there are no contracts, commitments, understandings or arrangements by which any such Person is or may become bound to issue additional shares of its Capital Stock or securities convertible into or exchangeable for such shares. All of the shares owned by Borrower the Credit Parties are owned free and clear of any Liens other than Permitted Encumbrances. (c) All accrued but unpaid dividends owing on account of the Equity Interests of each Borrower as of the Closing Date are set forth on Schedule 5.2(c).

Formation and Qualification. (a) Each Credit Party is Borrowers are duly incorporated and/or formed and in good standing under the laws of the state states indicated on Schedule 5.2(a) and is are qualified to do business and is are in good standing in the states indicated on Schedule 5.2(a) which constitute all states in which qualification and good standing are necessary for such Credit Party Borrowers to conduct its their business and own its their property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect. Each Credit Party has Borrowers have delivered to Agent true and complete copies of its their certificate of incorporation and by-laws by law, and certificate of formation and operating agreement (as applicable) and will promptly notify Agent of any amendment or changes thereto. (b) As of the Closing Date, the only Subsidiaries of Borrower the Company are listed on Schedule 5.2(b). As of the Closing Date, the Persons identified on Schedule 5.2(b) are the record and beneficial owners of all of the shares of Capital Stock of each of the Subsidiaries of Borrower Persons listed on Schedule 5.2(b) as being owned by thereby, there are no proxies, irrevocable or otherwise, with respect to such shares other than as set forth on Schedule 5.2(b)shares, and, except as set forth on Schedule 5.2(b) and no equity securities of any of such Persons are or may become required to be issued by reason of any options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of any Capital Stock of any such Person, and there are no contracts, commitments, understandings or arrangements by which any such Person is or may become bound to issue additional shares of its Capital Stock or securities convertible into or exchangeable for such shares. All of the shares owned by Borrower Borrowers are owned free and clear of any Liens other than Permitted Encumbrances.

Formation and Qualification. (a) Each Credit Party is Borrowers are duly incorporated and in good standing under the laws of the state states indicated on Schedule 5.2(a) and is are qualified to do business and is in good standing in the states indicated on Schedule 5.2(a) which constitute all states in which qualification and good standing are necessary for such Credit Party Borrowers to conduct its their business and own its their property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect. Each Credit Party has Borrowers have delivered to Agent true and complete copies of its their certificate of incorporation and by-laws by law, and certificate of formation and operating agreement (as applicable) and will promptly notify Agent of any amendment or changes thereto. (b) As of the Closing Date, the only Subsidiaries of Borrower the Company are listed on Schedule 5.2(b). As of the Closing Date, the Persons identified on Schedule 5.2(b) are the record and beneficial owners of all of the shares of Capital Stock of each of the Subsidiaries of Borrower Persons listed on Schedule 5.2(b) as being owned by thereby, there are no proxies, irrevocable or otherwise, with respect to such shares other than as set forth on Schedule 5.2(b)shares, and, except as set forth on Schedule 5.2(b) and no equity securities of any of such Persons are or may become required to be issued by reason of any options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of any Capital Stock of any such Person, and there are no contracts, commitments, understandings or arrangements by which any such Person is or may become bound to issue additional shares of its Capital Stock or securities convertible into or exchangeable for such shares. All of the shares owned by Borrower the Borrowers are owned free and clear of any Liens other than Permitted Encumbrances.

Formation and Qualification. (a) Each Credit Party is Borrowers are duly incorporated and in good standing under the laws of the state states indicated on Schedule 5.2(a) and is are qualified to do business and is are in good standing in the states indicated on Schedule 5.2(a) which constitute all states in which qualification and good standing are necessary for such Credit Party Borrowers to conduct its their business and own its their property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect. Each Credit Party has Borrowers have delivered to Agent true and complete copies of its certificate their certificates of incorporation and by-laws laws, and certificate of formation and operating agreement (as applicable) and will promptly notify Agent of any amendment or changes thereto. (b) As of the Closing Date, the only Subsidiaries of Borrower the Company are listed on Schedule 5.2(b). As of the Closing Date, the Persons identified on Schedule 5.2(b) are the record and beneficial owners of all of the shares of Capital Stock of each of the Subsidiaries of Borrower Persons listed on Schedule 5.2(b) as being owned by thereby, there are no proxies, irrevocable or otherwise, with respect to such shares other than as set forth on Schedule 5.2(b)shares, and, except as set forth on Schedule 5.2(b) and no equity securities of any of such Persons are or may become required to be issued by reason of any options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of any Capital Stock of any such Person, and there are no contracts, commitments, understandings or arrangements by which any such Person is or may become bound to issue additional shares of its Capital Stock or securities convertible into or exchangeable for such shares. All of the shares owned by Borrower the Borrowers are owned free and clear of any Liens other than Permitted Encumbrances.

Formation and Qualification. (a) Each Credit Party Borrower is duly incorporated formed and in good standing under the laws of the state indicated on Schedule 5.2(a) and is qualified to do business and is in good standing in the states indicated on Schedule 5.2(a) which constitute all states in which qualification and good standing are necessary for such Credit Party Borrower to conduct its business and own its property and where the failure to so qualify could reasonably be expected to have a Material Adverse Effect. Each Credit Party Borrower has delivered to Agent true and complete copies of its certificate of incorporation formation and by-laws operating agreement and will promptly notify Agent of any amendment or changes thereto. (b) As of the Closing Date, the only Subsidiaries of Borrower are listed on Schedule 5.2(b). As of the Closing Date, the Persons identified on Schedule 5.2(b) are the record and beneficial owners of all of the shares of Capital Stock of each of the Subsidiaries of Borrower Persons listed on Schedule 5.2(b) as being owned by thereby, there are no proxies, irrevocable or otherwise, with respect to such shares other than as set forth on Schedule 5.2(b)shares, and, except as set forth on Schedule 5.2(b) and no equity securities of any of such Persons are or may become required to be issued by reason of any options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of any Capital Stock of any such PersonPerson (except as set forth under the Subordinated Loan Documentation), and there are no contracts, commitments, understandings or arrangements by which any such Person is or may become bound to issue additional shares of its Capital Stock or securities convertible into or exchangeable for such shares. All of the shares owned by Borrower are owned free and clear of any Liens other than Permitted Encumbrances.