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

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Company’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 or similar equity interests outstanding owned by the Company and each other Subsidiary and (ii) of the Company’s directors and senior officers. (b) All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company, its Material Subsidiaries and the Subsidiary Guarantors have been validly issued, are fully paid and nonassessable and are owned by the Company, a Material Subsidiary or a Subsidiary Guarantor free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Material Subsidiary and Subsidiary Guarantor identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing 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 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 Material Subsidiary and Subsidiary Guarantor has the corporate or other 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, except for such power or authority as to which the failure to have would not have a Material Adverse Effect. (d) Neither any Material Subsidiary nor any Subsidiary Guarantor 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 or such Subsidiary Guarantor to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Material Subsidiary or such Subsidiary Guarantor.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (i) of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, organization and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests Equity Interests outstanding owned by the Company and each other Subsidiary Subsidiary, and (ii) of the Company’s directors and senior officers. (b) All of the outstanding shares of capital stock or similar equity interests Equity Interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company, Company and its Material Subsidiaries and the Subsidiary Guarantors have been validly issued, to the extent applicable, are fully paid and nonassessable non-assessable and are owned by the Company, a Material Company or another Subsidiary or a Subsidiary Guarantor free and clear of any Lien (except as otherwise disclosed in Schedule 5.4)that is prohibited by this Agreement. (c) Each Material Subsidiary and Subsidiary Guarantor identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and 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 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 could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Material Subsidiary and Subsidiary Guarantor has the corporate or other 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, except for such power or authority as to which the failure to have would not have a Material Adverse Effect. (d) Neither any Material No Subsidiary nor any Subsidiary Guarantor 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 or such Subsidiary Guarantor to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests Equity Interests of such Material Subsidiary or such Subsidiary GuarantorSubsidiary.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains 3.4 of the Disclosure Letter is (except as noted ------------ therein) a complete and correct lists (i) list of the Company’s SubsidiariesSubsidiaries and joint ventures, showing, as to each Subsidiarysuch Subsidiary and joint venture, 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 the Company and each other such Subsidiary and (ii) of the Company’s directors and senior officersjoint venture. (b) All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 3.4 of the Disclosure Letter as ------------ being owned by the Company, Company and its Material Subsidiaries and the Subsidiary Guarantors have been validly issued, are fully paid and nonassessable and are owned by the Company, a Material Company or another Subsidiary or a Subsidiary Guarantor free and clear of any Lien (except as otherwise disclosed in Schedule 5.43.4 of ------------ the Disclosure Letter). (c) Each Material Subsidiary and Subsidiary Guarantor identified in Schedule 5.4 3.4 of the Disclosure ------------ Letter is a corporation or other legal entity duly organized, validly existing 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 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 Material Subsidiary and Subsidiary Guarantor has the corporate or other 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, except for such power or authority as to which the failure to have would not have a Material Adverse Effect. (d) Neither any Material No Subsidiary nor any Subsidiary Guarantor is a party to, or otherwise subject to to, any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, the agreements listed on Schedule 5.4 3.4 of the Disclosure Letter and customary limitations imposed by ------------ corporate law or similar statutes) restricting the ability of such Material Subsidiary or such Subsidiary Guarantor to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Material Subsidiary or such Subsidiary GuarantorSubsidiary.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains is (except as noted therein) a complete and correct lists (i) list of the Company’s SubsidiariesParent's Subsidiaries as of the date of this Agreement, showing, as to each such Subsidiary, the correct name thereof, the jurisdiction of its organization, whether it is a Subsidiary Guarantor and the percentage of shares of each class of its Capital Stock share capital or similar equity interests outstanding owned by the Company Parent and each other Subsidiary and (ii) of the Company’s directors and senior officersSubsidiary. (b) All of the outstanding shares of share capital stock or similar equity interests of each Material Subsidiary shown in Schedule 5.4 as being owned by the Company, its Material Subsidiaries Parent and the Subsidiary Guarantors Subsidiaries have been validly issued, issued and are fully paid and nonassessable and are owned by the Company, a Material Parent or another Subsidiary or a Subsidiary Guarantor free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Material Subsidiary and Subsidiary Guarantor identified in Schedule 5.4 (other than the Company) is a corporation or other legal entity duly organized, organized and validly existing 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 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 notstanding, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Each such Material Subsidiary and Subsidiary Guarantor has the corporate or other 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, except for such power in each case other than as would not, individually or authority as in the aggregate, reasonably be expected to which the failure to have would not have a Material Adverse Effect. (d) Neither any Material Subsidiary nor any . Each Subsidiary Guarantor has the corporate or other power and authority to execute and deliver and perform its obligations under its respective Subsidiary Guarantee. No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (guarantor under the Existing Bank Credit Facility other than this Agreement, the agreements listed on Subsidiaries identified as Subsidiary Guarantors in Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Material Subsidiary or such Subsidiary Guarantor to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Material Subsidiary or such Subsidiary Guarantor5.4.

Organization and Ownership of Shares of Subsidiaries. Affiliates . (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) as of April 15, 2019 or as subsequently updated pursuant to Section 4.1 (since which date there have been no Material changes) of the Subsidiaries of the Parent Guarantor and the Company’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 or similar equity interests the Equity Interests outstanding owned by the Company Parent Guarantor, the Company, and each other Subsidiary and Subsidiary, (ii) of the Parent Guarantor’s and the Company’s directors Affiliates, other than Subsidiaries, and (iii) of the Parent Guarantor’s and the Company’s directors, and senior officers. (b) All of the outstanding shares of capital stock or similar equity interests Equity Interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company, its Material Parent Guarantor or the Company and their respective Subsidiaries and the Subsidiary Guarantors have been validly issued, are fully paid and nonassessable (in the case of capital stock) and are owned by the Company, a Material Parent Guarantor or another Subsidiary or a Subsidiary Guarantor free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Material Subsidiary and Subsidiary Guarantor identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, except as noted in Schedule 5.4, and is duly qualified as a foreign corporation or other legal entity 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 could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Material Subsidiary and Subsidiary Guarantor has the corporate or other legal 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, except for such power or authority as to which the failure to have would not have a Material Adverse Effect. (d) Neither any Material No Subsidiary nor any Subsidiary Guarantor is a party to, or otherwise subject to 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 or such Subsidiary Guarantor to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor, the Company or any of its their respective Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Material Subsidiary or such Subsidiary GuarantorSubsidiary.

Organization and Ownership of Shares of Subsidiaries. AFFILIATES (a) Schedule 5.4 14.3 contains (except as noted therein) complete and correct lists (i) of the Company’s Guarantor's Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organizationorganization or incorporation, and the percentage of shares of each class of its Capital Stock capital stock or similar equity interests outstanding owned by the Company Guarantor and each other Subsidiary and (ii) of the Company’s directors and senior officersSubsidiary. (b) All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 14.3 as being owned by the Company, Guarantor and its Material Subsidiaries and the Subsidiary Guarantors have been validly issued, are fully paid and nonassessable and are owned by the Company, a Material Guarantor or another Subsidiary or a Subsidiary Guarantor free and clear of any Lien (except as otherwise disclosed in Schedule 5.414.3). (c) Each Material of the Issuer, the Guarantor, the First Subsidiary and Guarantor, the Second Subsidiary Guarantor identified in Schedule 5.4 and the Third Subsidiary Guarantor is a corporation or other legal entity duly organizedorganized or incorporated, validly existing and in good standing under the laws of its jurisdiction of organizationorganization or incorporation, and is duly qualified as a foreign corporation or other legal entity and and, where such concept is relevant, 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 could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Material of the Issuer, the Guarantor, the First Subsidiary Guarantor, the Second Subsidiary Guarantor and the Third Subsidiary Guarantor has the corporate or other 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, except for such power or authority as to which the failure to have would not have a Material Adverse Effect. (d) Neither any Material No Subsidiary nor any Subsidiary Guarantor is a party to, or otherwise subject to any legal, regulatory, contractual legal restriction or other restriction any agreement (other than this Agreement, restrictions permitted by Section 10.8 of the agreements listed on Schedule 5.4 Purchase Agreement and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Material Subsidiary or such Subsidiary Guarantor to pay dividends out of profits or make any other similar distributions of profits to the Company Guarantor or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Material Subsidiary or such Subsidiary GuarantorSubsidiary.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the CompanyParent Issuer’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 or similar equity interests outstanding owned by the Company Parent Issuer and each other Subsidiary and (ii) of the CompanyParent Issuer’s directors and senior officers. (b) All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the CompanyParent Issuer, its Material Subsidiaries and the Subsidiary Guarantors have been validly issued, are fully paid and nonassessable and are owned by the CompanyParent Issuer, a Material Subsidiary or a Subsidiary Guarantor free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). (c) Each Material Subsidiary and Subsidiary Guarantor identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing 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 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 Material Subsidiary and Subsidiary Guarantor has the corporate or other 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, except for such power or authority as to which the failure to have would not have a Material Adverse Effect. (d) Neither any Material Subsidiary nor any Subsidiary Guarantor 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 or such Subsidiary Guarantor to pay dividends out of profits or make any other similar distributions of profits to the Company Parent Issuer or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Material Subsidiary or such Subsidiary Guarantor.