Common use of Organization; Powers; Subsidiaries Clause in Contracts

Organization; Powers; Subsidiaries. (a) Each of the Borrower and its Subsidiaries (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to carry on its business as now conducted and (iii) is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. (b) Schedule 3.01 hereto identifies, as of the Effective Date, each Subsidiary, noting whether such Subsidiary is a Material Domestic Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. (c) All of the outstanding shares of capital stock and other equity interests of each Subsidiary are validly issued and outstanding and fully paid and nonassessable and, as of the Effective Date, all such shares and other equity interests indicated on Schedule 3.01 as owned by the Borrower or another Subsidiary are owned, beneficially and of record, by the Borrower or any Subsidiary free and clear of all Liens, other than Liens permitted pursuant to this Agreement. (d) As of the Effective Date, except as indicated on Schedule 3.01, there are no outstanding commitments or other obligations of the Borrower or any Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of the Borrower or any Subsidiary.

Organization; Powers; Subsidiaries. (a) Each of the Borrower and its Subsidiaries each Subsidiary (ia) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (iib) has all requisite power and authority to carry on its business as now conducted and (iiic) except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where in each case to the failure extent that the concept of good standing or qualification to do so, individually or business is applicable in the aggregate, would not reasonably be expected to result in a Material Adverse Effectany such jurisdiction. (b) Schedule 3.01 hereto identifies, identifies each Subsidiary as of the Effective Date, each Subsidiary, noting whether such Subsidiary is a Material Domestic Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests Equity Interests owned by the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. (c) All As of the Effective Date, all of the outstanding shares of capital stock and other equity interests Equity Interests of each Subsidiary are validly issued and outstanding and fully paid and nonassessable and, as of the Effective Date, and all such shares and other equity interests Equity Interests indicated on Schedule 3.01 as owned by the Borrower or another Subsidiary are owned, beneficially and of record, by the Borrower or any Subsidiary free and clear of all Liens, other than Liens created or permitted pursuant to this Agreementunder the Loan Documents. (d) As of the Effective Date, except as indicated on Schedule 3.01, there are no outstanding out- standing commitments or other obligations of the Borrower or any Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests Equity Interests of the Borrower or any Subsidiary.

Organization; Powers; Subsidiaries. (a) Each of the Borrower and its Subsidiaries (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to carry on its business as now conducted and (iii) and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. (b) Schedule 3.01 hereto identifies, (as of supplemented from time to time) identifies each Subsidiary (other than as disclosed to the Effective Date, each SubsidiaryAdministrative Agent in writing), noting whether such Subsidiary is a Material Domestic Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. (c) All of the outstanding shares of capital stock and other equity interests of each Subsidiary Guarantor are validly issued and outstanding and fully paid and nonassessable and, as of the Effective Date, and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Borrower or another Subsidiary Guarantor are owned, beneficially and of record, by the Borrower or any Subsidiary Guarantor free and clear of all Liens, other than Liens as permitted pursuant to this Agreementunder Section 6.02. (d) As of the Effective Date, except as indicated on Schedule 3.01, there There are no outstanding commitments or other obligations of the Borrower or any Subsidiary Guarantor to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of the Borrower or any Subsidiary, other than as permitted under Section 6.02.

Organization; Powers; Subsidiaries. (a) Each of the Borrower and its Subsidiaries (i) is duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to carry on its business as now conducted and (iii) is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is requiredand, except where the failure to do so, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing (to the extent such concept is applicable in the relevant jurisdiction) in, every jurisdiction where such qualification is required. (b) Schedule 3.01 hereto identifies, (as of the Effective Date, supplemented from time to time) identifies each Subsidiary, noting whether such Subsidiary is a Material Domestic Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. (c) All of the outstanding shares of capital stock and other equity interests of each Subsidiary are validly issued and outstanding and fully paid and nonassessable and, as of the Effective Date, and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Borrower or another Subsidiary are owned, beneficially and of record, by the Borrower or any Subsidiary free and clear of all Liens, other than Liens permitted pursuant to this Agreement. (d) As of created under the Effective Date, except as indicated on Schedule 3.01, there are no outstanding commitments or other obligations of the Borrower or any Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of the Borrower or any SubsidiaryLoan Documents.

Organization; Powers; Subsidiaries. (a) Each of the Borrower and its Subsidiaries (i) is duly organized, validly existing and and, to the extent such concept applies to such entity, in good standing under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to carry on its business as now conducted and (iii) and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. (b) Schedule 3.01 hereto (as supplemented from time to time) identifies, as of the Effective Date, each Subsidiary, noting whether such Subsidiary is a Material Domestic Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. (c) All of the outstanding shares of capital stock and other equity interests of each Subsidiary are validly issued and outstanding and fully paid and nonassessable and, as of the Effective Date, and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Borrower or another Subsidiary are owned, beneficially and of record, by the Borrower or any Subsidiary free and clear of all Liens, Liens (other than Liens permitted pursuant to this Agreement. (d) As of the Effective Date, except as indicated on Schedule 3.01, there are no outstanding commitments or other obligations of the Borrower or any Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of the Borrower or any SubsidiaryPermitted Liens).

Organization; Powers; Subsidiaries. Each Loan Party (a) Each of the Borrower and its Subsidiaries (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (iib) has all requisite power and authority to (i) own its assets and carry on its business as now conducted and (iiiii) execute, deliver and perform its obligations under the Loan Documents to which it is qualified to do business in, a party and is in good standing in, every jurisdiction where such qualification is required, (c) except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required. (b) Schedule 3.01 hereto identifies, as of the Effective Date, identifies each Subsidiary, noting whether such Subsidiary is a Material Domestic Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests Equity Interests owned by the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. (c) The Borrower has no Subsidiaries other than the Subsidiaries listed on Schedule 3.01 hereto. All of the outstanding shares of capital stock and other equity interests Equity Interests of each Subsidiary are validly issued and outstanding and fully paid and nonassessable and, as of the Effective Date, and all such shares and other equity interests Equity Interests indicated on Schedule 3.01 as owned by the Borrower or another any Subsidiary are owned, beneficially and of record, by the Borrower or any Subsidiary free and clear of all Liens, Liens (other than Liens permitted pursuant to this Agreement. (d) As of created by the Effective Date, except as indicated on Schedule 3.01, there are no outstanding commitments or other obligations of the Borrower or any Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of the Borrower or any SubsidiaryCollateral Documents).