Common use of Organization; Powers; Subsidiaries Clause in Contracts

Organization; Powers; Subsidiaries. Each of the Borrower and its Subsidiaries (a) is duly organized or incorporated, as the case may be, validly existing and in good standing (to the extent the concept is applicable in such jurisdiction) under the laws of the jurisdiction of its organization or incorporation (as applicable), (b) has all requisite organizational power and authority to carry on its business as now conducted and (c) is qualified to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, in any such case of clauses (a) (solely with respect to the good standing status of any Subsidiary), (b) (solely with respect to the power and authority of any Subsidiary) and (c), except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect. Schedule 3.01 hereto identifies each Subsidiary as of the Effective Date, 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 Company and the other Subsidiaries and, if such percentage is not 100% (excluding (i) directors’ qualifying shares and (ii) shares issued to foreign nationals to the extent required by applicable law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Company or another Subsidiary are owned, beneficially and of record, by the Company or any Subsidiary as of the Effective Date free and clear of all Liens, other than Liens permitted pursuant to Section 6.02.

Organization; Powers; Subsidiaries. Each of Holdings, the Borrower Company and its Subsidiaries each Restricted Subsidiary (ai) is duly organized or incorporated, as the case may be, and validly existing and in good standing (to the extent the concept is applicable in such jurisdictionor its equivalent) under the laws of the jurisdiction of its organization or incorporation (as applicable)organization, (bii) has all requisite organizational the power and authority to carry on own its property and assets and to transact the business as now conducted in which it is engaged and presently proposes to engage and (ciii) is duly qualified and is authorized to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction (or its equivalent) in all jurisdictions where it is required to be so qualified (or its ownership, lease or operation of properties or the conduct of its business requires such qualification, in any such case of clauses (a) (solely with respect to the good standing status of any Subsidiary), (b) (solely with respect to the power and authority of any Subsidiaryequivalent) and (c), except where the failure to do be so qualified has had, or could not reasonably be expected to result in have, a Material Adverse Effect. Schedule 3.01 hereto identifies each Subsidiary correctly sets forth, as of the Effective Closing Date, (i) the percentage ownership (direct and indirect) of the Company in each class of capital stock or other Equity Interests of each of its Subsidiaries and also identifies the direct owner thereof and (ii) the jurisdiction of its incorporation or organization, as the case may be, the percentage organization of issued and each such Subsidiary. All outstanding shares of capital stock or other Equity Interests of each class Subsidiary of the Company have been duly and validly issued, are fully paid and non-assessable and have been issued free of preemptive rights. Except as set forth on Part B of Schedule 3.01 attached hereto, no Subsidiary of the Company, as of the Closing Date, has outstanding: (i) any securities convertible into or exchangeable for its capital stock or other equity interests owned by the Company and the other Subsidiaries andEquity Interests, if such percentage is not 100% (excluding (i) directors’ qualifying shares and (ii) shares issued any right to foreign nationals subscribe for or to purchase, or any options or warrants for the extent required by applicable law)purchase of, a description or any agreement providing for the issuance (contingent or otherwise) of each class issued and outstanding. All or any calls, commitments or claims of the outstanding shares of any character relating to, its capital stock and or (iii) other equity interests of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Company or another Subsidiary are owned, beneficially and of record, by the Company Equity Interests or any Subsidiary as of the Effective Date free and clear of all Liens, other than Liens permitted pursuant to Section 6.02stock appreciation or similar rights.

Organization; Powers; Subsidiaries. Each of Holdings, the Borrower and its Subsidiaries each Restricted Subsidiary (ai) is duly organized or incorporated, as the case may be, and validly existing and in good standing (to the extent the concept is applicable in such jurisdictionor its equivalent) under the laws of the jurisdiction of its organization or incorporation (as applicable)organization, (bii) has all requisite organizational the power and authority to carry on own its property and assets and to transact the business as now conducted in which it is engaged and presently proposes to engage and (ciii) is duly qualified and is authorized to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction (or its equivalent) in all jurisdictions where it is required to be so qualified (or its ownership, lease or operation of properties or the conduct of its business requires such qualification, in any such case of clauses (a) (solely with respect to the good standing status of any Subsidiary), (b) (solely with respect to the power and authority of any Subsidiaryequivalent) and (c), except where the failure to do be so qualified has had, or could not reasonably be expected to result in have, a Material Adverse Effect. Schedule 3.01 hereto identifies each Subsidiary correctly sets forth, as of the Effective Closing Date, (i) the percentage ownership (direct and indirect) of the Company in each class of capital stock or other Equity Interests of each of its Subsidiaries and also identifies the direct owner thereof and (ii) the jurisdiction of its incorporation or organization, as the case may be, the percentage organization of issued and each such Subsidiary. All outstanding shares of capital stock or other Equity Interests of each class Subsidiary of the Company have been duly and validly issued, are fully paid and non-assessable and have been issued free of preemptive rights. Except as set forth on Part B of Schedule 3.01 attached hereto, no Subsidiary of the Company, as of the Closing Date, has outstanding: (i) any securities convertible into or exchangeable for its capital stock or other equity interests owned by the Company and the other Subsidiaries andEquity Interests, if such percentage is not 100% (excluding (i) directors’ qualifying shares and (ii) shares issued any right to foreign nationals subscribe for or to purchase, or any options or warrants for the extent required by applicable law)purchase of, a description or any agreement providing for the issuance (contingent or otherwise) of each class issued and outstanding. All or any calls, commitments or claims of the outstanding shares of any character relating to, its capital stock and or (iii) other equity interests of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Company or another Subsidiary are owned, beneficially and of record, by the Company Equity Interests or any Subsidiary as of the Effective Date free and clear of all Liens, other than Liens permitted pursuant to Section 6.02stock appreciation or similar rights.

Organization; Powers; Subsidiaries. Each of the Borrower Company and each of its Subsidiaries (ai) is duly organized or incorporated, as the case may be, and validly existing and in good standing (to the extent the concept is applicable in such jurisdictionor its equivalent) under the laws of the jurisdiction of its organization or incorporation (as applicable)organization, (bii) has all requisite organizational the power and authority to carry on own its property and assets and to transact the business as now conducted in which it is engaged and presently proposes to engage and (ciii) is duly qualified and is authorized to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction (or its equivalent) in all jurisdictions where it is required to be so qualified (or its ownership, lease or operation of properties or the conduct of its business requires such qualification, in any such case of clauses (a) (solely with respect to the good standing status of any Subsidiary), (b) (solely with respect to the power and authority of any Subsidiaryequivalent) and (c), except where the failure to do be so qualified has had, or could not reasonably be expected to result in have, a Material Adverse Effect. Schedule 3.01 hereto identifies each Subsidiary correctly sets forth, as of the Effective Closing Date, (i) the percentage ownership (direct and indirect) of the Company in each class of capital stock or other Equity Interests of each of its Subsidiaries and also identifies the direct owner thereof and (ii) the jurisdiction of its incorporation or organization, as the case may be, the percentage organization of issued and each such Subsidiary. All outstanding shares of capital stock or other Equity Interests of each class Subsidiary of the Company have been duly and validly issued, are fully paid and non-assessable and have been issued free of preemptive rights. Except as set forth on Part B of Schedule 3.01 attached hereto, no Subsidiary of the Company, as of the Closing Date, has outstanding: (i) any securities convertible into or exchangeable for its capital stock or other equity interests owned by the Company and the other Subsidiaries andEquity Interests, if such percentage is not 100% (excluding (i) directors’ qualifying shares and (ii) shares issued any right to foreign nationals subscribe for or to purchase, or any options or warrants for the extent required by applicable law)purchase of, a description or any agreement providing for the issuance (contingent or otherwise) of each class issued and outstanding. All or any calls, commitments or claims of the outstanding shares of any character relating to, its capital stock and or (iii) other equity interests of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Company or another Subsidiary are owned, beneficially and of record, by the Company Equity Interests or any Subsidiary as of the Effective Date free and clear of all Liens, other than Liens permitted pursuant to Section 6.02stock appreciation or similar rights.

Organization; Powers; Subsidiaries. Each of the Borrower Company and each of its Subsidiaries (ai) is duly organized or incorporated, as the case may be, and validly existing and in good standing (to the extent the concept is applicable in such jurisdictionor its equivalent) under the laws of the jurisdiction of its organization or incorporation (as applicable)organization, (bii) has all requisite organizational the power and authority to carry on own its property and assets and to transact the business as now conducted in which it is engaged and presently proposes to engage and (ciii) is duly qualified and is authorized to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction (or its equivalent) in all jurisdictions where it is required to be so qualified (or its ownership, lease or operation of properties or the conduct of its business requires such qualification, in any such case of clauses (a) (solely with respect to the good standing status of any Subsidiary), (b) (solely with respect to the power and authority of any Subsidiaryequivalent) and (c), except where the failure to do be so qualified has had, or could not reasonably be expected to result in have, a Material Adverse Effect. Schedule 3.01 hereto identifies each Subsidiary correctly sets forth, as of the Restatement Effective Date, (i) the percentage ownership (direct and indirect) of the Company in each class of capital stock or other Equity Interests of each of its Subsidiaries and also identifies the direct owner thereof and (ii) the jurisdiction of its incorporation or organization, as the case may be, the percentage organization of issued and each such Subsidiary. All outstanding shares of capital stock or other Equity Interests of each class Subsidiary of the Company have been duly and validly issued, are fully paid and non-assessable and have been issued free of preemptive rights. Except as set forth on Part B of Schedule 3.01 attached hereto, no Subsidiary of the Company, as of the Restatement Effective Date, has outstanding: (i) any securities convertible into or exchangeable for its capital stock or other equity interests owned by the Company and the other Subsidiaries andEquity Interests, if such percentage is not 100% (excluding (i) directors’ qualifying shares and (ii) shares issued any right to foreign nationals subscribe for or to purchase, or any options or warrants for the extent required by applicable law)purchase of, a description or any agreement providing for the issuance (contingent or otherwise) of each class issued and outstanding. All or any calls, commitments or claims of the outstanding shares of any character relating to, its capital stock and or (iii) other equity interests of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Company or another Subsidiary are owned, beneficially and of record, by the Company Equity Interests or any Subsidiary as of the Effective Date free and clear of all Liens, other than Liens permitted pursuant to Section 6.02stock appreciation or similar rights.

Organization; Powers; Subsidiaries. Each of the Borrower Company and its Subsidiaries (a) is duly organized or incorporated, as the case may beorganized, validly existing and in good standing (to the extent the such concept is applicable in such the relevant jurisdiction) under the laws of the jurisdiction of its organization or incorporation (as applicable)organization, (b) has all requisite organizational power and authority to carry on its business as now conducted and (c) 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 (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, in any such case of clauses (a) (solely with respect to the good standing status of any Subsidiary), (b) (solely with respect to the power and authority of any Subsidiary) and (c), qualification is required except where the failure to do be so qualified, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Schedule 3.01 hereto identifies each Subsidiary as of the Effective DateDate each 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 Company and the other Subsidiaries and, if such percentage is not 100% (excluding (i) directors’ qualifying shares and (ii) shares issued to foreign nationals to the extent as required by applicable law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests Equity Interests of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Company or another Subsidiary are as of the Effective Date owned, beneficially and of record, by the Company or any such Subsidiary as of the Effective Date free and clear of all Liens, other than Liens permitted pursuant created by the Collateral Documents and inchoate tax and ERISA Liens. There are no outstanding commitments or other obligations of the Company or any Subsidiary to Section 6.02issue, 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 Company or any Subsidiary.

Organization; Powers; Subsidiaries. Each of the Borrower Company and its Subsidiaries (a) is duly organized or incorporated, as the case may beorganized, validly existing and in good standing (to the extent the such concept is applicable in such the relevant jurisdiction) under the laws of the jurisdiction of its organization or incorporation (as applicable)organization, (b) has all requisite organizational power and authority to carry on its business as now conducted and (c) is qualified to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualificationexcept, in any such the case of clauses (a) (solely with respect to the good standing status of any Subsidiary)Subsidiaries that are not Loan Parties, (b) (solely with respect to the power and authority of any Subsidiary) and (c), except where the failure to do so be in good standing, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect), has all requisite power and authority to carry on its business as now conducted 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 (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented from time to time) identifies each Subsidiary, noting whether such Subsidiary as of the Effective Dateis a Material 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 Company and the other Subsidiaries and, if such percentage is not 100% (excluding (i) directors’ qualifying shares and (ii) shares issued to foreign nationals to the extent as required by applicable law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Company or another Subsidiary are owned, beneficially and of record, by the Company or any Subsidiary as of the Effective Date free and clear of all Liens. Except as set forth on Schedule 3.01, there are no outstanding commitments or other than Liens permitted obligations of the Company 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 Company or any Subsidiary. For the purposes of the Council of the European Union Regulations No. 1346/2000 on Insolvency Proceedings dated May 29, 2000 (as amended from time to time, the “Regulation”), each Dutch Borrower’s centre of main interests (as that term in used in Article 3(1) of the Regulation) is situated in its jurisdiction of incorporation and it has no “establishment” (as that term is used in Article 2(h) of the Regulation) in any other jurisdiction. There is no works council with jurisdiction over the transaction as envisaged by any Loan Document to which a Dutch Borrower or a Dutch Subsidiary Guarantor is a party and there is no obligation for a Dutch Borrower or a Dutch Subsidiary Guarantor to establish a works council pursuant to Section 6.02the Dutch Works Council Act (Wet op de Ondernemingsraden).

Organization; Powers; Subsidiaries. Each of the Borrower Loan Parties and its the Material Subsidiaries (a) is duly organized or incorporated, as the case may be, validly existing and in good standing (to the extent the concept is applicable in such jurisdiction) under the laws of the jurisdiction of its organization or incorporation (as applicable), (b) has all requisite organizational power and authority to carry on its business as now conducted and (c) is qualified to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, in any such case of clauses (a) (solely with respect to the good standing status of any Subsidiarysuch Subsidiary that is not a Loan Party), (b) (solely with respect to the power and authority of any Subsidiarysuch Subsidiary that is not a Loan Party) and (c), except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect. Schedule 3.01 hereto identifies each Subsidiary as of the Effective Date, noting whether such Subsidiary is a Material Domestic Subsidiary and/or a Material Subsidiary as of the Effective Date, 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 Company Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding (i) directors’ qualifying shares and (ii) shares issued to foreign nationals to the extent required by applicable law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Company Borrower or another Subsidiary are owned, beneficially and of record, by the Company Borrower or any Subsidiary as of the Effective Date free and clear of all Liens, other than Liens permitted pursuant to Section 6.02.