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

Incorporation and Good Standing of the Company and its Significant Subsidiaries. Each of the Company and its significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X under the Securities Act, the “Significant Subsidiaries”) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation and has corporate power and authority to own or lease, as the case may be, and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its respective obligations under this Agreement. Each of the Company and each Significant Subsidiary is duly qualified as a foreign corporation 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 for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. All of the issued and outstanding shares of capital stock of each Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as disclosed in the Prospectus and the Disclosure Package, are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim.

Incorporation and Good Standing of the Company and its Significant Subsidiaries. Each of the Company and its significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X under the Securities Act, the “Significant Subsidiaries”) Subsidiaries has been duly incorporated (or, if not a corporation, otherwise organized) and is validly existing as a corporation (or other legal entity) in good standing under the laws of the jurisdiction of its incorporation (or organization) and has corporate (or other) power and authority to own or lease, as the case may be, and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus Final Offering Memorandum and, in the case of the Company, to enter into and perform its respective obligations under this Agreement. Each of the Company and each Significant Subsidiary is duly qualified as a foreign corporation 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 for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result have a material adverse effect on the condition, financial or otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (a "Material Adverse ChangeEffect"). All of the issued and outstanding shares of capital stock of each Significant Subsidiary that is a corporation have been duly authorized and validly issued, are fully paid and nonassessable and, except as disclosed in the Prospectus and the Disclosure Package, are owned by the Company, directly or through subsidiaries, free and clear of 5 any security interest, mortgage, pledge, lien, encumbrance or claimclaim except as disclosed in the Disclosure Package and the Final Offering Memorandum. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21 to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2007 (excluding those subsidiaries that may be omitted from such list pursuant to Form 10-K).

Incorporation and Good Standing of the Company and its Significant Subsidiaries. Each of the Company and its “significant subsidiaries subsidiaries” (as defined in Rule 1-02(w02(10) of Regulation S-X under the Securities ActX, the “Significant Subsidiaries”) has been duly incorporated or formed and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation and has corporate power and authority to own or lease, as the case may be, and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its respective obligations under this Agreement. Each of the Company and each Significant Subsidiary is duly qualified as a foreign corporation or business 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 for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. All of the issued and outstanding shares of capital stock of each Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as disclosed in the Prospectus and the Disclosure Packagefor shares necessary to qualify directors or to maintain any minimum number of shareholders required by law, are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Company does not have any subsidiary not listed on Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, which is required to be so listed.

Incorporation and Good Standing of the Company and its Significant Subsidiaries. Each of the Company and its “significant subsidiaries subsidiaries” (as defined in Rule 1-02(w02(10) of Regulation S-X under the Securities ActX, the “Significant Subsidiaries”) has been duly incorporated or formed and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation or formation and has corporate power and authority to own or lease, as the case may be, and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its respective obligations under this Agreement. Each of the Company and each Significant Subsidiary is duly qualified as a foreign corporation or business 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 for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. All of the issued and outstanding shares of capital stock of each Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as disclosed in the Prospectus and the Disclosure Packagefor shares necessary to qualify directors or to maintain any minimum number of shareholders required by law, are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Company does not have any subsidiary not listed on Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, which is required to be so listed. All Significant Subsidiaries are listed in Annex II hereto.

Incorporation and Good Standing of the Company and its Significant Subsidiaries. Each of the The Company and each of its significant subsidiaries set forth on Schedule C hereto (as defined in Rule 1-02(w) of Regulation S-X under the Securities Act, the “"Significant Subsidiaries”") has been duly incorporated and is validly existing as a corporation corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has corporate the power and authority (corporate or other) to own or leaseown, as the case may be, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Time of Sale Prospectus and, in the case of the Company, to enter into and perform its respective obligations under this Agreement. Each of the The Company and each Significant Subsidiary is duly qualified as a foreign corporation corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to be so qualify qualified or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. All of the issued and outstanding shares of capital stock or other equity or ownership interest of each Significant Subsidiary have subsidiary has been duly authorized and validly issued, are is fully paid and nonassessable and, except as disclosed in the Prospectus and the Disclosure Package, are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the Significant Subsidiaries and (ii) such other entities as maintain no assets and conduct no operations.

Incorporation and Good Standing of the Company and its Significant Subsidiaries. Each of the The Company and its significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X under the Securities Act, the “Significant Subsidiaries”) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction State of its incorporation and has Delaware, with corporate power and authority under such laws to own or leaseown, as the case may be, lease and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus and, in the case of the Company, to enter into Prospectus; and perform its respective obligations under this Agreement. Each of the Company and each Significant Subsidiary is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which where the character of the business conducted by it or the location of the property owned by it makes such qualification is required, whether by reason of the ownership or leasing of property or the conduct of businessnecessary, except for such jurisdictions where the failure to be so qualify or to be in good standing qualified would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Change. All The significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X of the issued and outstanding shares Commission) of capital stock the Company as of each December 31, 2016 are identified on Schedule IV hereto (the “Significant Subsidiary have Subsidiaries”). Each subsidary of the Company has been duly authorized and organized, is validly issued, are fully paid and nonassessable existing and, except to the extent applicable, is in good standing under the laws of the state or jurisdiction of its organization, and each has the power and authority under such laws to own, lease and operate its properties and to conduct its business, and is duly qualified as disclosed a foreign entity to transact business and, to the extent applicable, is in good standing in each jurisdiction where the Prospectus and character of the Disclosure Package, are business conducted by it or the location of the property owned by it makes such qualification necessary, except where the Companyfailure to be so organized, directly existing, in good standing or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claimqualified would not reasonably be expected to result in a Material Adverse Change.

Incorporation and Good Standing of the Company and its Significant Subsidiaries. Each of the The Company and its significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X under the Securities Act, the “Significant Subsidiaries”) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction State of its incorporation and has Delaware, with corporate power and authority under such laws to own or leaseown, as the case may be, lease and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus and, in the case of the Company, to enter into Prospectus; and perform its respective obligations under this Agreement. Each of the Company and each Significant Subsidiary is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which where the character of the business conducted by it or the location of the property owned by it makes such qualification is required, whether by reason of the ownership or leasing of property or the conduct of businessnecessary, except for such jurisdictions where the failure to be so qualify or to be in good standing qualified would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Change. All The significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X of the issued and outstanding shares Commission) of capital stock the Company are identified on Schedule V hereto (the “Significant Subsidiaries”). Each subsidiary of each Significant Subsidiary have the Company has been duly authorized and organized, is validly issued, are fully paid and nonassessable existing and, except to the extent applicable, is in good standing under the laws of the state or jurisdiction of its organization, and each has the power and authority under such laws to own, lease and operate its properties and to conduct its business, and is duly qualified as disclosed a foreign entity to transact business and, to the extent applicable, is in good standing in each jurisdiction where the Prospectus and character of the Disclosure Package, are business conducted by it or the location of the property owned by it makes such qualification necessary, except where the Companyfailure to be so organized, directly existing, in good standing or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claimqualified would not reasonably be expected to result in a Material Adverse Change.