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 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.