Common use of Organization of the Subsidiaries Clause in Contracts

Organization of the Subsidiaries. Each direct or indirect “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X (each, a “Significant Subsidiary”)) has been duly organized, incorporated or formed, as applicable, and is validly existing and in good standing (where such concept exists) as a corporation, partnership or limited liability company, has all requisite power and authority to own, lease and operate its properties, conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity to transact business and is in good standing (where such concept exists) in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing (where such concept exists) would not, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding ownership interests in each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable (which term shall mean that, under the laws of the Netherlands, a holder of an ownership interest will not by reason of merely being such holder be subject to assessment or calls by such Significant Subsidiary, the Company or its creditors for further payment in respect of such ownership interest), were issued in accordance with all applicable securities laws and are owned by the Company, directly or through wholly owned subsidiaries of the Company, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, and none of such ownership interests were issued in violation of any preemptive rights, resale rights, rights of first offer or refusal or other similar rights. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 to the Annual Report on Form 10-K for the year ended December 31, 2019 and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary,” as defined in Rule 1-02 of Regulation S-X.

Organization of the Subsidiaries. Each direct or indirect “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X (each, a “Significant Subsidiary”)) has been duly organized, incorporated or formed, as applicable, and is validly existing and in good standing (where such concept exists) as a corporation, partnership or limited liability company, has all requisite power and authority to own, lease and operate its properties, conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity to transact business and is in good standing (where such concept exists) in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing (where such concept exists) would not, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding ownership interests in each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable (which term shall mean that, under the laws of the Netherlands, a holder of an ownership interest will not by reason of merely being such holder be subject to assessment or calls by such Significant Subsidiary, the Company or its creditors for further payment in respect of such ownership interest), were issued in accordance with all applicable securities laws and are owned by the Company, directly or through wholly owned subsidiaries of the Company, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, and none of such ownership interests were issued in violation of any preemptive rights, resale rights, rights of first offer or refusal or other similar rights. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 to the Annual Report on Form 10-K for the year ended December 31, 2019 2020 and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary,” as defined in Rule 1-02 of Regulation S-X.

Organization of the Subsidiaries. Each direct or indirect “significant subsidiary” of the Company CH4 Energy (as such term a) is defined in Rule 1-02 of Regulation S-X (each, a “Significant Subsidiary”)) has been limited liability company duly organized, incorporated or formed, as applicable, and is validly existing and in good standing under the laws of the State of Texas, (where such concept existsb) as a corporation, partnership or limited liability company, has all the requisite power and authority to own, lease and operate its properties, properties and to conduct its business as described in the Registration Statementit is presently being conducted, the General Disclosure Package and the Prospectus and (c) is duly qualified to do business as a foreign entity to transact business and is in good standing (where such concept exists) in each other jurisdiction in which where the character of the properties owned or leased by it or the nature of its activities makes such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, necessary (except where the any failure to be so to qualify qualified or to be in good standing (where such concept exists) would not, singly individually or in the aggregate, result in have a Material Adverse EffectEffect on the Company). Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding ownership interests in each Significant Subsidiary have been Xxxxxxx is (a) a limited partnership duly authorized formed and validly issued, are fully paid and non-assessable (which term shall mean that, existing under the laws of the NetherlandsState of Texas, (b) has the requisite power and authority to own, lease and operate its properties and to conduct its business as it is presently being conducted, and (c) is duly qualified to do business as a holder foreign limited partnership and is in good standing in each jurisdiction where the character of an ownership interest will not the properties owned or leased by reason it or the nature of merely its activities makes such qualification necessary (except where any failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the Company). Xxxxxxx XX is (a) a limited liability company duly formed, validly existing and in good standing under the laws of the State of Texas, (b) has the requisite power and authority to own, lease and operate its properties and to conduct its business as it is presently being conducted, and (c) is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction where the character of the properties owned or leased by it or the nature of its activities makes such holder qualification necessary (except where any failure to be subject so qualified or to assessment be in good standing would not, individually or calls by in the aggregate, have a Material Adverse Effect on the Company). Copies of the Articles of Organization and the Limited Liability Company Agreements of each of CH4 Energy and Xxxxxxx XX have heretofore been delivered to Purchaser, and such Significant Subsidiarycopies are accurate and complete as of the date hereof. Copies of the Certificate of Limited Partnership and the partnership agreement of Xxxxxxx have heretofore been delivered to Purchaser, and such copies are accurate and complete as of the date hereof. The Company has no additional subsidiaries other than those defined as Subsidiaries herein. Neither the Company or its creditors for further payment in respect of such ownership interest), were issued in accordance with all applicable securities laws and are owned by nor the Company, directly or through wholly owned subsidiaries of the Company, free and clear of Subsidiaries otherwise own any security interest, mortgageother than those previously mentioned, pledgein any limited liability company or any general or limited partnership (other than joint ventures, lien, encumbrance, claim joint operating or equity, and none of such ownership interests were issued in violation of any preemptive rights, resale rights, rights of first offer arrangements or refusal or other similar rights. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 to the Annual Report on Form 10-K for the year ended December 31, 2019 and (B) certain other subsidiaries which, considered tax partnerships which have been entered into in the aggregate as a single subsidiary, do not constitute a “significant subsidiary,” as defined in Rule 1-02 ordinary course of Regulation S-X.business).

Organization of the Subsidiaries. Each direct or indirect “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X (each, a “Significant Subsidiary”)) has been duly organized, incorporated or formed, as applicable, and is validly existing and in good standing (where such concept exists) as a corporation, partnership or limited liability company, has all requisite power and authority to own, lease and operate its properties, conduct its business as described in the Registration StatementStatements, the General Disclosure Package and the Prospectus and is duly qualified as a foreign entity to transact business and is in good standing (where such concept exists) in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing (where such concept exists) would not, singly or in the aggregate, result in a Material Adverse Effect. Except as disclosed in the Registration StatementStatements, the General Disclosure Package and the Prospectus, all of the issued and outstanding ownership interests in each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable (which term shall mean that, under the laws of the Netherlands, a holder of an ownership interest will not by reason of merely being such holder be subject to assessment or calls by such Significant Subsidiary, the Company or its creditors for further payment in respect of such ownership interest), were issued in accordance with all applicable securities laws and are owned by the Company, directly or through wholly owned subsidiaries of the Company, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, and none of such ownership interests were issued in violation of any preemptive rights, resale rights, rights of first offer or refusal or other similar rights. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 to the Annual Report on Form 10-K for the year ended December 31, 2019 and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary,” as defined in Rule 1-02 of Regulation S-X.