Common use of Organization and Good Standing; Subsidiaries Clause in Contracts

Organization and Good Standing; Subsidiaries. Each Seller Party, Guarantor and their respective Subsidiaries are a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction under which it was organized, has full corporate or other organizational power and authority to own its property and to carry on its business as currently conducted, and is duly qualified as a foreign corporation or entity to do business and is in good standing in each jurisdiction in which the transaction of its business makes such qualification necessary, except in jurisdictions, if any, where a failure to be in good standing has no material adverse effect on the business, operations, assets or financial condition of any Seller Party and Guarantor and their respective consolidated Subsidiaries taken as a whole. For the purposes hereof, good standing shall include qualification for any and all required governmental licenses and payment of any and all taxes required, due and payable in the jurisdiction of its organization and in each jurisdiction in which a Seller Party or Guarantor or their respective Subsidiaries transact business. Each of the Seller Parties and Guarantor has no Subsidiaries except those set forth on Exhibit I hereto, or otherwise identified by such Seller Party or Guarantor to Buyer in writing, and such writing correctly states the name of each such Subsidiary as it appears in its articles of incorporation or formation filed in the jurisdiction of its organization, along with the address, place of organization, each state in which such Subsidiary is qualified as a foreign corporation or entity, and the percentage ownership (direct or indirect) of such Seller Party or Guarantor , as applicable, in such Subsidiary.

Organization and Good Standing; Subsidiaries. Each Seller Party, Guarantor and their respective Subsidiaries are (a) The Company is a corporation, limited liability company or limited partnership duly organizedformed, validly existing and in good standing under the laws of the jurisdiction under which it was organizedFlorida, has with full corporate or other organizational power and authority to own own, operate and lease its property assets and to carry on its business as currently conducted, and . The Company is duly qualified as a foreign corporation or entity registered to do business and is in good standing (where applicable) as a foreign limited liability company in each jurisdiction in which the transaction ownership, operation or leasing of its assets or the conduct of its business makes as currently conducted requires such qualification necessaryor registration, except in jurisdictions, if any, where a failure for any failures to be so qualified, registered or in good standing has no material adverse effect that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the businessCompany. Schedule 3.1(a) sets forth a list of each foreign jurisdiction in which the Company is qualified or registered. The Company has made available to Xxxxx Brothers true and complete copies of its certificate of formation and limited liability company agreement. (b) Schedule 3.1(b) sets forth (i) a true and complete list of the Company’s direct and indirect Subsidiaries, operations, assets or financial condition of any Seller Party and Guarantor and their respective consolidated Subsidiaries taken as a whole. For the purposes hereof, good standing shall include qualification for any and all required governmental licenses and payment of any and all taxes required, due and payable in (ii) the jurisdiction of formation of each such Subsidiary, (iii) the authorized equity capital of each such Subsidiary, (iv) the equity interest in each such Subsidiary held by the Company or a Subsidiary of the Company and (v) the managers, directors and officers of each such Subsidiary. All of the issued and outstanding equity interests in each Subsidiary have been duly authorized and are validly issued, fully paid and non-assessable. There are no outstanding rights, warrants or options to acquire an equity interest in any of the Company’s Subsidiaries. (c) Each Subsidiary of the Company is duly formed, validly existing and in good standing under the laws of its organization jurisdiction of formation, with full power and authority to own, operate and lease its assets and to carry on its business as currently conducted. Each Subsidiary of the Company is duly qualified or registered to do business and is in good standing (where applicable) as a foreign corporation, partnership or limited liability company, as the case may be, in each jurisdiction in which the ownership, operation or leasing of its assets or the conduct of its business as currently conducted requires such qualification or registration, except for any failures to be so qualified, registered or in good standing that, individually or in the aggregate, would not reasonably be expected to have a Seller Party or Guarantor or their respective Subsidiaries transact businessMaterial Adverse Effect on the Company. Each Schedule 3.1(c) sets forth a list of each foreign jurisdiction in which each Subsidiary of the Seller Parties Company is qualified or registered. The Company has made available to Xxxxx Brothers true and Guarantor has no Subsidiaries except those set forth on Exhibit I heretocomplete copies of the certificate of incorporation, certificate of formation, certificate of limited partnership, bylaws, limited liability company agreement, partnership agreement or otherwise identified by such Seller Party or Guarantor to Buyer in writing, and such writing correctly states the name other constituent documents of each such Subsidiary as it appears in its articles of incorporation or formation filed in the jurisdiction of its organization, along with the address, place of organization, each state in which such Subsidiary is qualified as a foreign corporation or entity, and the percentage ownership (direct or indirect) of such Seller Party or Guarantor , as applicable, in such SubsidiarySubsidiaries.

Organization and Good Standing; Subsidiaries. Each Seller Party, Guarantor warrants and their respective Subsidiaries are represents that it is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction under which State of Delaware. Parent warrants and represents that it was is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland. Seller has furnished to Buyer a true and complete copy of its certificate or formation as in effect as of the date of this Agreement, including all amendments thereto, and agrees to furnish to Buyer a true and complete copy of any amendment adopted after the date of this Agreement promptly after it is adopted. Seller and its Subsidiaries each has full corporate or other organizational legal power and authority to own its property and to carry on its business as currently conducted, and is duly qualified as a foreign corporation or entity limited liability company to do business and is in good standing in each jurisdiction in which the transaction of its business makes such qualification necessary, except in jurisdictions, if any, where a failure to be in good standing has no material adverse effect on the its business, operations, assets or financial condition of any Seller Party and Guarantor and their respective consolidated Subsidiaries taken as a wholecondition. For the purposes hereof, good standing shall include qualification for any and all required governmental licenses and payment of any and all taxes required, due and payable required in the jurisdiction of its organization and in each jurisdiction in which Seller or a Seller Party or Guarantor or their respective Subsidiaries transact Subsidiary transacts business. Each of the Seller Parties and Guarantor has no Subsidiaries except those as set forth on in Exhibit I heretoD which lists the Subsidiaries as of the date of this Agreement, or otherwise identified as have been subsequently disclosed by such Seller Party or Guarantor it to Buyer in writing. With respect to Seller and each such Subsidiary, and such writing Exhibit D correctly states the its name of each such Subsidiary as it appears in its articles of incorporation or formation filed in the jurisdiction of its organization, along with the address, place of organization, each state in which such Subsidiary it is qualified as a foreign corporation or entity, and in the case of the Subsidiaries, the percentage ownership (direct or indirect) of such Seller Party or Guarantor , as applicable, in such Subsidiary.

Organization and Good Standing; Subsidiaries. Each of Seller Party, Guarantor and their respective its Subsidiaries are is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction under which it was organized, has full corporate or other organizational power and authority to own its property and to carry on its business as currently conducted, and is duly qualified as a foreign corporation or entity to do business and is in good standing in each jurisdiction in which the transaction of its business makes such qualification necessary, except in jurisdictions, if any, where a failure to be in good standing has no material adverse effect on the business, operations, assets or financial condition of any Seller Party and Guarantor and their respective its consolidated Subsidiaries taken as a whole. For the purposes hereof, good standing shall include qualification for any and all required governmental licenses and payment of any and all taxes required, due and payable in the jurisdiction of its organization and in each jurisdiction in which Seller or a Seller Party or Guarantor or their respective Subsidiaries transact Subsidiary transacts business. Each of the Seller Parties and Guarantor has no Subsidiaries except those set forth on Exhibit I hereto, or otherwise identified by Seller to Administrative Agent in Exhibit G. With respect to Seller and each such Seller Party or Guarantor to Buyer in writingSubsidiary, and such writing Exhibit G correctly states the its name of each such Subsidiary as it appears in its articles of incorporation or formation filed in the jurisdiction of its organization, along with the address, place of organization, each state in which such Subsidiary it is qualified as a foreign corporation or entity, and in the case of the Subsidiaries, the percentage ownership (direct or indirect) of such Seller Party or Guarantor , as applicable, in such Subsidiary.

Organization and Good Standing; Subsidiaries. Each of Seller Party, Guarantor and their respective its Subsidiaries are is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction under which it was organized, has full corporate or other organizational power and authority to own its property and to carry on its business as currently conducted, and is duly qualified as a foreign corporation or entity to do business and is in good standing in each jurisdiction in which the transaction of its business makes such qualification necessary, except in jurisdictions, if any, where a failure to be in good standing has no material adverse effect on the business, operations, assets or financial condition of any Seller Party and Guarantor and their respective its consolidated Subsidiaries taken as a whole. For the purposes hereof, good standing shall include qualification for any and all required governmental licenses and payment of any and all taxes required, due and payable in the jurisdiction of its organization and in each jurisdiction in which Seller or a Seller Party or Guarantor or their respective Subsidiaries transact Subsidiary transacts business. Each of the Seller Parties and Guarantor has no Subsidiaries except those set forth on Exhibit I hereto, or otherwise identified by Seller to Administrative Agent in Exhibit E. With respect to Seller and each such Seller Party or Guarantor to Buyer in writingSubsidiary, and such writing Exhibit E correctly states the its name of each such Subsidiary as it appears in its articles of incorporation or formation filed in the jurisdiction of its organization, along with the address, place of organization, each state in which such Subsidiary it is qualified as a foreign corporation or entity, and in the case of the Subsidiaries, the percentage ownership (direct or indirect) of such Seller Party or Guarantor , as applicable, in such Subsidiary.