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

Organization and Good Standing; Subsidiaries. (a) Parent is a corporation duly organized, validly existing and in good standing under the Laws of the Republic of the Xxxxxxxx Islands and has the requisite organizational power and authority to own or use its properties and assets that it purports to own or use, and to carry on its business as it is now being conducted. Parent is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned or used by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of the Republic of the Xxxxxxxx Islands and has the requisite organizational power and authority to own or use its properties and assets that it purports to own or use, and to carry on its business as it is now being conducted. Merger Sub is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (c) Each Subsidiary of Parent (other than Merger Sub) is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority to own or use its properties and assets that it purports to own or use, and to carry on its business as it is now being conducted. Each Subsidiary of Parent (other than Merger Sub) is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (d) As of the date hereof, Parent and its Subsidiaries are the beneficial owners and/or record owners of 6,356,471 shares of Company Class B Stock.

Organization and Good Standing; Subsidiaries. (a) Parent The Company is a corporation duly organized, validly existing and in good standing under the Laws of the Republic of the Xxxxxxxx Islands and has the requisite organizational power and authority to own or use its properties and assets that it purports to own or use, and to carry on its business as it is now being conducted. Parent The Company is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned or used by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Company Material Adverse Effect. (b) Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of the Republic of the Xxxxxxxx Islands and has the requisite organizational power and authority to own or use its properties and assets that it purports to own or use, and to carry on its business as it is now being conducted. Merger Sub is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (c) Each Subsidiary of Parent (other than Merger Sub) the Company is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite organizational power and authority to own or use its properties and assets that it purports to own or use, and to carry on its business as it is now being conducted. Each Subsidiary of Parent (other than Merger Sub) the Company is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, operated owned or leased used by it or the nature of its business makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Company Material Adverse Effect. (dc) As Section 4.1(c) of the date hereofCompany Disclosure Letter lists each of the Subsidiaries of the Company and sets forth as to each the type of entity, Parent and its Subsidiaries are jurisdiction of organization and, except in the beneficial owners and/or record owners case of 6,356,471 shares of Company Class B Stockthe Company, its shareholders or other equity holders.