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

Organization, Good Standing and Qualification; Subsidiaries. Parent has been duly organized and is validly existing and in good standing under the laws of the State of Delaware. Parent has the requisite corporate power and authority necessary to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to have such power and authority would not, individually or in the aggregate, have a Parent Material Adverse Effect. Each subsidiary of Parent (including Merger Sub) (each, a “Parent Subsidiary,” and collectively, the “Parent Subsidiaries”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its organization and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power and authority would not, individually or in the aggregate, have a Parent Material Adverse Effect. The Parent and each Parent Subsidiary is duly qualified or licensed as a foreign corporation, limited liability company or limited partnership to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, have a Parent Material Adverse Effect. A true and complete list of all the Parent Subsidiaries as of the date of this Agreement, together with the jurisdiction of incorporation or formation of each Parent Subsidiary and the percentage of the outstanding capital stock or other equity interest of each Parent Subsidiary owned by Parent and each other Parent Subsidiary as of such date, is set forth in Schedule 4.1. Except as set forth in Schedule 4.1, as of the date of this Agreement, Parent does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity. The term “Parent Material Subsidiaries” means those subsidiaries indicated as material on Schedule 4.1 (each, a “Parent Material Subsidiary”). No Parent Subsidiary, except for the Parent Material Subsidiaries, would constitute a “significant subsidiary” of Parent under Rule 1-02 of Regulation S-X of the SEC, has any material assets or liabilities or, in the good faith judgment of the Parent, is material to the business, operations or financial condition of Parent.

Organization, Good Standing and Qualification; Subsidiaries. Parent The Company has been duly organized and is validly existing and in good standing under the laws of the State of Delaware. Parent The Company has the requisite corporate power and authority necessary to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to have such power and authority would not, individually or in the aggregate, have a Parent Company Material Adverse Effect. Each subsidiary of Parent (including Merger Sub) the Company (each, a “Parent Company Subsidiary,” and collectively, the “Parent Company Subsidiaries”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its organization and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power and authority would not, individually or in the aggregate, have a Parent Company Material Adverse Effect. The Parent Company and each Parent Company Subsidiary is duly qualified or licensed as a foreign corporation, limited liability company or limited partnership to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, have a Parent Company Material Adverse Effect. A true and complete list of all the Parent Company Subsidiaries as of the date of this Agreement, together with the jurisdiction of incorporation or formation of each Parent Company Subsidiary and the percentage of the outstanding capital stock or other equity interest of each Parent Company Subsidiary owned by Parent the Company and each other Parent Company Subsidiary as of such date, is set forth in Schedule 4.13.1. Except as set forth in Schedule 4.13.1, as of the date of this Agreement, Parent the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity. The term “Parent Company Material Subsidiaries” means those subsidiaries indicated as material on Schedule 4.1 3.1 (each, a “Parent Company Material Subsidiary”). No Parent Company Subsidiary, except for the Parent Company Material Subsidiaries, would constitute a “significant subsidiary” of Parent the Company under Rule 1-02 of Regulation S-X of the SEC, has any material assets or liabilities or, in the good faith judgment of the ParentCompany, is material to the business, operations or financial condition of Parentthe Company.