Common use of Good Standing of Material Subsidiaries Clause in Contracts

Good Standing of Material Subsidiaries. Each Material Subsidiary of the Company has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its organization, has the requisite power (corporate or otherwise) and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and the General Disclosure Package and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; all of the issued and outstanding limited liability company interests, capital stock or similar interests (as the case may be) of each Material Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding limited liability company interests, shares of capital stock or similar interests (as the case may be) of the Material Subsidiaries was issued in violation of any preemptive or similar rights of any securityholder of such Material Subsidiary. The other subsidiaries of the Company other than Material Subsidiaries, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1.02 of Regulation S-X.