Common use of Organization and Ownership of Subsidiaries Clause in Contracts

Organization and Ownership of Subsidiaries. (a) Schedule 3.4 contains complete and correct lists, as of the Closing Date, of: (i) the Borrower’s and the Guarantor’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 equity interests outstanding owned by the Borrower and each other Subsidiary or other Persons; and (ii) of the ownership of the Borrower and the Guarantor and the percentage of shares, units or interests of each class of its equity outstanding and the ownership interests of such shares, units or interests. (b) All of the outstanding shares, units or interests of equity of each such domestic Subsidiary have been validly issued, are fully paid and nonassessable and are owned by the Borrower or another Subsidiary free and clear of any Lien. (c) Each of the Borrower’s domestic Subsidiaries 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 current status 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 could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such domestic Subsidiary has the corporate, company 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. (d) None of the Borrowers’ or Guarantor’s domestic Subsidiaries is a party to, or otherwise subject to any legal restriction or any agreement (other than this Agreement, the PNC Loan Agreement and customary limitations imposed by corporate law statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Borrower to which it is a Subsidiary or any of the Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Subsidiaries. (a) Schedule 3.4 contains complete and correct lists, as of the Closing Date, of: (i) the Borrower’s and the Guarantor’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 equity interests outstanding owned by the Borrower and each other Subsidiary or other Persons; and (ii) of the ownership of the Borrower and the Guarantor and the percentage of shares, units or interests of each class of its equity outstanding and the ownership interests of such shares, units or interests. (b) All of the outstanding shares, units or interests of equity of each such domestic Subsidiary have been validly issued, are fully paid and nonassessable and are owned by the Borrower or another Subsidiary free and clear of any Lien. (c) Each of the Borrower’s domestic Subsidiaries 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 current status 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 could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such domestic Subsidiary has the corporate, company 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. (d) None of the Borrowers’ Borrower’s or Guarantor’s domestic Subsidiaries is a party to, or otherwise subject to any legal restriction or any agreement (other than this Agreement, the PNC Loan Agreement and customary limitations imposed by corporate law statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Borrower to which it is a Subsidiary or any of the Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Subsidiaries. (a) Schedule 3.4 contains complete and correct lists, as of the Closing Date, of: (i) the each Borrower’s and the Guarantor’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 equity interests outstanding owned by the Borrower and each other Subsidiary or other Persons; and (ii) of the ownership of the each Borrower and the Guarantor and the percentage of shares, units or interests of each class of its equity outstanding and the ownership interests of such shares, units or interests. (b) All of the outstanding shares, units or interests of equity of each such domestic Subsidiary have been validly issued, are fully paid and nonassessable and are owned by the Borrower or another Subsidiary free and clear of any Lien. (c) Each of the Borrower’s Borrowers’ domestic Subsidiaries 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 current status 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 could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such domestic Subsidiary has the corporate, company 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. (d) None of the Borrowers’ or Guarantor’s domestic Subsidiaries is a party to, or otherwise subject to any legal restriction or any agreement (other than this Agreement, the PNC Loan Agreement and customary limitations imposed by corporate law statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Borrower to which it is a Subsidiary or any of the Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary.