Common use of Organization and Ownership of Shares of Subsidiaries Clause in Contracts

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.5 contains (except as noted therein) complete and correct lists of the Subsidiaries of each Obligor, showing, as to each Subsidiary, the name thereof, the jurisdiction of its organization, and the percentage of each class of its Capital Stock or similar equity interests outstanding owned by such Obligor and each other Subsidiary. (b) All of the outstanding Capital Stock or similar equity interests of each Subsidiary shown in Schedule 5.5 as being owned by the Obligors and their Subsidiaries have been validly issued, are fully paid and non-assessable and the Capital Stock or equity interests owned by the Obligors or such Subsidiary are free and clear of any Lien that is prohibited by this Agreement. (c) Each Subsidiary is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other entity power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.5 contains SCHEDULE 5.4 is (except as noted therein) a complete and correct lists list of the Subsidiaries of each ObligorCompany's Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by such Obligor the Company and each other Subsidiary. (b) All of the outstanding Capital Stock shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 5.5 SCHEDULE 5.4 as being owned by the Obligors Company and their its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and the Capital Stock or equity interests are owned by the Obligors Company or such another Subsidiary are free and clear of any Lien that is prohibited by this Agreement(except as otherwise disclosed in SCHEDULE 5.4). (c) Each Subsidiary identified in SCHEDULE 5.4 is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other entity power and authority to own or hold under lease the properties Properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.5 5.4 to the Second Supplement contains (except as noted therein) complete and correct lists of the Company’s Restricted Subsidiaries of each Obligorand Unrestricted Subsidiaries, and showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by such Obligor the Company and each other Subsidiary. The Company’s Material Affiliates (other than Subsidiaries) are set forth in Section VI of the Memorandum and the Company’s senior officers are set forth in Section III F of the Memorandum. (b) All of the outstanding Capital Stock shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 5.5 5.4 to the Second Supplement as being owned by the Obligors Company and their its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and the Capital Stock or equity interests are owned by the Obligors Company or such another Subsidiary are free and clear of any Lien that is prohibited by this (except Liens permitted under Section 10.4 of the Note Purchase Agreement). (c) Each Subsidiary identified in Schedule 5.4 to the Second Supplement is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other entity power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.5 contains 8H is (except as noted therein) a complete and correct lists list of the Subsidiaries of each ObligorCompany's Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by such Obligor the Company and each other Subsidiary. (b) All of the outstanding Capital Stock shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 5.5 8H as being owned by the Obligors Company and their its Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and the Capital Stock or equity interests are owned by the Obligors Company or such another Subsidiary are free and clear of any Lien that is prohibited by this Agreement(except as otherwise disclosed in Schedule 8H). (c) Each Subsidiary identified in Schedule 8H is a corporation or other legal entity duly organized, validly existing and, where applicable, and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other entity power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.5 contains 5.4 is (except as noted therein) a complete and correct lists list of the Subsidiaries of each ObligorParent’s Material Subsidiaries, showing, as to each such Material Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock capital or similar equity interests outstanding owned by such Obligor the Parent and each other Material Subsidiary. (b) All of the outstanding Capital Stock shares of capital or similar equity interests of each Subsidiary shown in Schedule 5.5 5.4 as being owned by the Obligors Parent and their its Material Subsidiaries have been validly issued, are fully paid and non-assessable nonassessable and the Capital Stock or equity interests are owned by the Obligors Parent or such another Subsidiary are free and clear of any Lien that is prohibited by this Agreement(except as otherwise disclosed in Schedule 5.4). (c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, and (where such concept is applicable, ) in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other entity power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Material Subsidiary is a party to, or otherwise subject to, any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Material Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Material Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary.