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

Organization and Good Standing; Subsidiaries. (a) The Company (i) is a corporation that is duly organized, validly existing, and in good standing under the Law of the State of Delaware, (ii) has corporate power and authority to own, lease, and operate its properties and assets and to conduct its business as currently conducted, and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction where the character of the properties owned, leased, or operated by it or the nature of its business makes such qualification or licensing necessary except, with respect to clause (iii), where the failure to be so qualified or licensed has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Section 4.1(b) of the Company Disclosure Schedule lists each of the Company’s Subsidiaries and indicates its jurisdiction of organization. Each such Subsidiary (i) is a corporation or other business entity that is duly incorporated or organized (as applicable), validly existing, and in good standing (with respect to jurisdictions that recognize such concept) under the Law of its jurisdiction of incorporation or organization, as applicable, (ii) has corporate (or, in the case of any Subsidiary that is not a corporation, other requisite) power and authority to own, lease, and operate its properties and assets and to conduct its business as currently conducted, and (iii) is duly qualified or licensed to do business as a foreign corporation or company and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction where the character of the properties owned, leased, or operated by it or the nature of its business makes such qualification or licensing necessary except, with respect to clause (iii) where failure to be so qualified or licensed has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Company are owned by the Company or a wholly owned Subsidiary of the Company, free and clear of any Encumbrances (other than transfer restrictions arising under applicable Law), and no Third Party owns any outstanding shares of capital stock or other equity interest of any Subsidiary.

Organization and Good Standing; Subsidiaries. (a) The Company (i) is a corporation that is duly organized, validly existing, and in good standing under the Law of the State of Delaware, (ii) has corporate power and authority to own, lease, and operate its properties and assets and to conduct its business as currently conducted, and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction where the character of the properties owned, leased, or operated by it or the nature of its business makes such qualification or licensing necessary except, with respect to clause (iii), where the failure to be so qualified or licensed has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Section 4.1(b) of the Company Disclosure Schedule lists each of the Company’s Subsidiaries and indicates its jurisdiction of organization. Each such Subsidiary (i) is a corporation or other business entity that is duly incorporated or organized (as applicable), validly existing, and in good standing (with respect to jurisdictions that recognize such concept) under the Law of its jurisdiction of incorporation or organization, as applicable, (ii) has corporate (or, in the case of any Subsidiary that is not a corporation, other requisite) power and authority to own, lease, and operate its properties and assets and to conduct its business as currently conducted, and (iii) is duly qualified or licensed to do business as a foreign corporation or company and is in good standing (with respect to jurisdictions that recognize such concept) ​ in each jurisdiction where the character of the properties owned, leased, or operated by it or the nature of its business makes such qualification or licensing necessary except, with respect to clause (iii) where failure to be so qualified or licensed has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Company are owned by the Company or a wholly owned Subsidiary of the Company, free and clear of any Encumbrances (other than transfer restrictions arising under applicable Law), and no Third Party owns any outstanding shares of capital stock or other equity interest of any Subsidiary.

Organization and Good Standing; Subsidiaries. (a) The Company (i) is a corporation that is duly organized, validly existing, existing and in good standing under the Law of the State of Delaware, (ii) has corporate power and authority to own, lease, lease and operate its properties and assets and to conduct its business as currently conducted, conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction where the character of the properties owned, leased, leased or operated by it or the nature of its business makes such qualification or licensing necessary necessary, except, with respect to clause (iii), where the failure to be so qualified or licensed has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Section 4.1(b) of the Company Disclosure Schedule lists each of the Company’s Subsidiaries and indicates its jurisdiction of organization. Each such Subsidiary (i) is a corporation or other business entity that is duly incorporated or organized (as applicable), validly existing, existing and in good standing (with respect to jurisdictions that recognize such concept) under the Law of its jurisdiction of incorporation or organization, as applicable, (ii) has corporate (or, in the case of any Subsidiary that is not a corporation, other requisiteother) power and authority to own, lease, lease and operate its properties and assets and to conduct its business as currently conducted, conducted and (iii) is duly qualified or licensed to do business as a foreign corporation or company and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction where the character of the properties owned, leased, leased or operated by it or the nature of its business makes such qualification or licensing necessary necessary, except, with respect to clause (iii) ), where the failure to be so qualified or licensed has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. , taken as a whole. (c) All of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Company are owned by the Company or a wholly owned Subsidiary of the Company, free and clear of any Encumbrances (other than transfer restrictions arising under applicable Law). (d) Except as set forth on Section 4.1(d) of the Company Disclosure Schedule, and no Third Party none of the Acquired Companies owns any outstanding shares of capital stock of, or other any equity interest of, or any equity interest of any Subsidiarynature in, any other Entity, except in the other Acquired Companies.

Organization and Good Standing; Subsidiaries. (a) The Company (i) is a corporation that is duly organized, validly existing, existing and in good standing under the Law of the State of Delaware, (ii) has corporate power and authority to own, lease, lease and operate its properties and assets and to conduct its business as currently conducted, conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction where the character of the properties owned, leased, leased or operated by it or the nature of its business makes such qualification or licensing necessary necessary, except, with respect to clause (iii), where the failure to be so qualified or licensed has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Section 4.1(b) of the Company Disclosure Schedule lists each of the Company’s Subsidiaries and indicates its jurisdiction of organization. Each Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each such Subsidiary (i) is a corporation or other business entity that is duly incorporated or organized (as applicable), validly existing, existing and in good standing (with respect to jurisdictions that recognize such concept) under the Law of its jurisdiction of incorporation or organization, as applicable, (ii) has corporate (or, in the case of any Subsidiary that is not a corporation, other requisiteother) power and authority to own, lease, lease and operate its properties and assets and to conduct its business as currently conducted, conducted and (iii) is duly qualified or licensed to do business as a foreign corporation or company and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction where the character of the properties owned, leased, leased or operated by it or the nature of its business makes such qualification or licensing necessary except, with respect to clause (iii) where failure to be so qualified or licensed has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectnecessary. All of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Company are owned by the Company or a wholly owned Subsidiary of the Company, free and clear of any Encumbrances (other than transfer restrictions arising under applicable Law), and no Third Party . (c) None of the Acquired Companies owns any outstanding shares of capital stock of, or other any equity interest of, or any equity interest of any Subsidiarynature in, any other Entity, except in the other Acquired Companies.

Organization and Good Standing; Subsidiaries. (a) The Company (i) is a corporation that is duly organized, validly existing, existing and in good standing under the Law of the State of Delaware, (ii) has corporate power and authority to own, lease, lease and operate its properties and assets and to conduct its business as currently conducted, conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction where the character of the properties owned, leased, leased or operated by it or the nature of its business as currently conducted makes such qualification or licensing necessary necessary, except, with respect to clause (iii), where the failure to be so qualified or licensed has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Section 4.1(b) of the Company Disclosure Schedule lists each of the Company’s Subsidiaries and indicates its jurisdiction of organization. Each Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each such Subsidiary (i) is a corporation or other business entity Entity that is duly incorporated or organized (as applicable), validly existing, existing and in good standing (with respect to jurisdictions that recognize such concept) under the Law of its jurisdiction of incorporation or organization, as applicable, (ii) has corporate (or, in the case of any Subsidiary that is not a corporation, other requisiteEntity) power and authority to own, lease, lease and operate its properties and assets and to conduct its business as currently conducted, conducted and (iii) is duly qualified or licensed to do business as a foreign corporation or company and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction where the character of the properties owned, leased, leased or operated by it or the nature of its business as currently conducted makes such qualification or licensing necessary except, with respect to clause (iii) where failure to be so qualified or licensed has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectnecessary. All of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Company are owned by the Company or a wholly owned Subsidiary of the Company, free and clear of any Encumbrances (other than Permitted Encumbrances and transfer restrictions arising under applicable Law), and no Third Party . (c) None of the Acquired Companies owns any outstanding shares of capital stock of, or other any equity interest of, or any equity interest of any Subsidiarynature in, any other Entity, except (i) in the other Acquired Companies or (ii) marketable securities or short-term investments in the ordinary course of business.