Common use of Good Standing of the Company and Subsidiaries Clause in Contracts

Good Standing of the Company and Subsidiaries. The Company has been duly incorporated, is validly existing as a company in good standing under the laws of the Cayman Islands, with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Company’s Annual Report on Form 20-F filed with the Commission pursuant to the Exchange Act on April 10, 2019 (the “Annual Report”), the Company’s prospectus supplement dated May 14, 2019 and the Company’s current report on Form 6-K filed with the Commission on May 14, 2019 (together with the Annual Report, the “Relevant Public Filings”), and is duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction; and each subsidiary of the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with corporate power and authority to own, lease and operate its properties and conduct its business as described in the Company’s Relevant Public Filings, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction; as of the date of this Agreement, none of the Company’s subsidiaries, except for the entities listed on Annex I hereto, constitute a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X under the 1933 Act, the Company does not own or control, directly or indirectly, any equity or other ownership interest in any corporation, partnership, joint venture or any other person.

Good Standing of the Company and Subsidiaries. (A) The Company has been duly incorporated, formed and is validly existing as a limited liability company in good standing under the laws of the Cayman Islands, with corporate State of Delaware and has limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Company’s Annual Report on Form 20-F filed with the Commission pursuant to the Exchange Act on April 10, 2019 (the “Annual Report”), the Company’s prospectus supplement dated May 14, 2019 General Disclosure Package and the Company’s current report on Form 6-K filed with Prospectus and to enter into and perform its obligations under this Agreement; and the Commission on May 14, 2019 (together with the Annual Report, the “Relevant Public Filings”), and Company is duly qualified as a foreign corporation for the transaction of limited liability company to transact business and is in good standing under the laws of in each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualificationqualification is required, or is subject to no material liability or disability 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 so qualified in good standing would not result in a Material Adverse Effect; except as disclosed in the Registration Statement, all of the issued and outstanding LLC Interests to be sold hereunder, including the Securities to be purchased by the Underwriters from the Selling Shareholder, have been duly authorized and validly issued and none of the outstanding LLC Interests, including the Securities to be purchased by the Underwriters from the Selling Shareholder, were issued in violation of the preemptive or similar rights of any holder of such jurisdictionLLC Interests; the Securities will conform in all material respects to all statements relating thereto contained in the General Disclosure Package and each subsidiary the Prospectus and such description will conform in all material respects to the rights set forth in the instruments defining the same; no holder of the LLC Interests will be subject to personal liability by reason of being such a holder. (B) Each Subsidiary of the Company has been duly incorporatedorganized or formed, as applicable, and is validly existing as a corporation and in good standing under the laws of the jurisdiction of its incorporation, with corporate organization and has power and authority to own, lease and operate its respective properties and to conduct its respective business as described in the Company’s Relevant Public Filings, General Disclosure Package and has been the Prospectus; and each Subsidiary is duly qualified as a foreign corporation for the transaction of or a limited liability company to transact business and is in good standing under the laws of in each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualificationqualification is required, or is subject to no material liability or disability 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 so qualified in any such jurisdictiongood standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the date issued and outstanding interests or capital stock, as the case may be, of this Agreementeach such Subsidiary has been duly authorized and validly issued, is fully paid and, to the extent applicable in the jurisdiction of such entity’s organization, non-assessable, and are owned by the Company, directly or through subsidiaries, free and clear of any Security Interest; none of the Company’s subsidiaries, except for outstanding shares of capital stock or membership interests of any Subsidiary was issued in violation of the entities preemptive or similar rights of any securityholder of such Subsidiary. All the subsidiaries of the Company and each Subsidiary are listed on Annex I Schedule D hereto, constitute a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X under the 1933 Act, the Company does not own or control, directly or indirectly, any equity or other ownership interest in any corporation, partnership, joint venture or any other person.

Good Standing of the Company and Subsidiaries. (A) The Company has been duly incorporated, formed and is validly existing as a limited liability company in good standing under the laws of the Cayman Islands, with corporate State of Delaware and has limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Company’s Annual Report on Form 20-F filed with the Commission pursuant Prospectus and to the Exchange Act on April 10, 2019 (the “Annual Report”), the Company’s prospectus supplement dated May 14, 2019 enter into and perform its obligations under this Agreement; and the Company’s current report on Form 6-K filed with the Commission on May 14, 2019 (together with the Annual Report, the “Relevant Public Filings”), and Company is duly qualified as a foreign corporation for the transaction of limited liability company to transact business and is in good standing under the laws of in each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualificationqualification is required, or is subject to no material liability or disability 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 so qualified in good standing would not result in a Material Adverse Effect; except as disclosed in the Registration Statement, all of the issued and outstanding Interests have been duly authorized and validly issued and are owned by the Trust, directly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim, equity or encumbrance of any kind ("Security Interest"), and none of the outstanding Interests were issued in violation of the preemptive or similar rights of any holder of such jurisdictionInterest; upon delivery of the Interests as payment of consideration in exchange for the Securities acquired as herein contemplated, the Interests will be fully paid and each subsidiary non-assessable; the Interests, when issued, will conform to all statements relating thereto contained in the Prospectus and such description will conform in all material respects to the rights set forth in the instruments defining the same; no holder of the Interests will be subject to personal liability by reason of being such a holder. (B) Each Subsidiary of the Company has been duly incorporatedorganized or formed, as applicable, and is validly existing as a corporation and in good standing under the laws of the jurisdiction of its incorporation, with corporate organization and has power and authority to own, lease and operate its respective properties and to conduct its respective business as described in the Company’s Relevant Public Filings, Prospectus; and has been each Subsidiary is duly qualified as a foreign corporation for the transaction of or a limited liability company to transact business and is in good standing under the laws of in each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualificationqualification is required, or is subject to no material liability or disability 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 so qualified in any such jurisdictiongood standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, all of the date issued and outstanding interests or capital stock, as the case may be, of this Agreementeach such Subsidiary has been duly authorized and validly issued, is fully paid and, to the extent applicable in the jurisdiction of such entity's organization, non-assessable, and upon consummation of the transactions contemplated in the Prospectus will be owned by the Company, directly or through subsidiaries, free and clear of any Security Interest; none of the Company’s subsidiaries, except for outstanding shares of capital stock or membership interests of any Subsidiary was issued in violation of the entities preemptive or similar rights of any securityholder of such Subsidiary. All the subsidiaries of the Company and each Subsidiary are listed on Annex I Schedule D hereto, constitute a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X under the 1933 Act, the Company does not own or control, directly or indirectly, any equity or other ownership interest in any corporation, partnership, joint venture or any other person.

Good Standing of the Company and Subsidiaries. The Company has been duly incorporated, is validly existing as a company in good standing under the laws of the Cayman Islands, with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Company’s Annual Report on Form 20-F filed with the Commission pursuant to the Exchange Act on April 10, 2019 (the “Annual Report”)Registration Statement, the Company’s prospectus supplement dated May 14, 2019 General Disclosure Package and the Company’s current report on Form 6-K filed with the Commission on May 14, 2019 (together with the Annual Report, the “Relevant Public Filings”)Final Prospectus, and is duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction; and each subsidiary of the Company (the “Subsidiaries” and each a “Subsidiary”) has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with corporate power and authority to own, lease and operate its properties and conduct its business as described in the Company’s Relevant Public FilingsRegistration Statement, the General Disclosure Package and the Final Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction; as of the date of this Agreement, none of the Company’s subsidiaries, except for the entities listed on Annex I heretoSchedule C hereto and certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X under the 1933 Act, the Company does not own or control, directly or indirectly, any equity or other ownership interest in any corporation, partnership, joint venture or any other person. .

Good Standing of the Company and Subsidiaries. (A) The Company has been duly incorporated, formed and is validly existing as a limited liability company in good standing under the laws of the Cayman Islands, with corporate State of Delaware and has limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Company’s Annual Report on Form 20-F filed with the Commission pursuant to the Exchange Act on April 10, 2019 (the “Annual Report”), the Company’s prospectus supplement dated May 14, 2019 General Disclosure Package and the Company’s current report on Form 6-K filed with Prospectus and to enter into and perform its obligations under this Agreement; and the Commission on May 14, 2019 (together with the Annual Report, the “Relevant Public Filings”), and Company is duly qualified as a foreign corporation for the transaction of limited liability company to transact business and is in good standing under the laws of in each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualificationqualification is required, or is subject to no material liability or disability 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 so qualified in good standing would not result in a Material Adverse Effect; except as disclosed in the Registration Statement, all of the issued and outstanding Interests have been duly authorized and validly issued and are owned by the Trust, directly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim, equity or encumbrance of any kind (“Security Interest”), and none of the outstanding Interests were issued in violation of the preemptive or similar rights of any holder of such jurisdictionInterest; upon delivery of the Interests as payment of consideration in exchange for the Securities acquired as herein contemplated, the Interests will be fully paid and each subsidiary non-assessable; the Interests, when issued, will conform to all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description will conform in all material respects to the rights set forth in the instruments defining the same; no holder of the Interests will be subject to personal liability by reason of being such a holder. (B) Each Subsidiary of the Company has been duly incorporatedorganized or formed, as applicable, and is validly existing as a corporation and in good standing under the laws of the jurisdiction of its incorporation, with corporate organization and has power and authority to own, lease and operate its respective properties and to conduct its respective business as described in the Company’s Relevant Public Filings, General Disclosure Package and has been the Prospectus; and each Subsidiary is duly qualified as a foreign corporation for the transaction of or a limited liability company to transact business and is in good standing under the laws of in each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualificationqualification is required, or is subject to no material liability or disability 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 so qualified in any such jurisdictiongood standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the date issued and outstanding interests or capital stock, as the case may be, of this Agreementeach such Subsidiary has been duly authorized and validly issued, is fully paid and, to the extent applicable in the jurisdiction of such entity’s organization, non-assessable, and are owned by the Company, directly or through subsidiaries, free and clear of any Security Interest; none of the Company’s subsidiaries, except for outstanding shares of capital stock or membership interests of any Subsidiary was issued in violation of the entities preemptive or similar rights of any securityholder of such Subsidiary. All the subsidiaries of the Company and each Subsidiary are listed on Annex I Schedule D hereto, constitute a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X under the 1933 Act, the Company does not own or control, directly or indirectly, any equity or other ownership interest in any corporation, partnership, joint venture or any other person.