Common use of Organization; Powers; Subsidiaries Clause in Contracts

Organization; Powers; Subsidiaries. Each Loan Party (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to (i) own its assets and carry on its business as now conducted and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party and (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. Schedule 3.01 hereto identifies 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 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. 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 of each 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 Borrower or any Subsidiary are owned, beneficially and of record, by the Borrower or any Subsidiary free and clear of all Liens (other than Liens created by the Collateral Documents).

Organization; Powers; Subsidiaries. Each Loan Party (a) of the Company and its Subsidiaries 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, (b) has all requisite power and authority to (i) own its assets and carry on its business as now conducted and (ii) executeand, deliver and perform its obligations under the Loan Documents to which it is a party and (c) 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, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented from time to time without the consent or approval of the Lenders or the Administrative Agent) identifies each Subsidiary, noting whether such Subsidiary is 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 equity interests owned by the Borrower Company 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. 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 (to the extent such concepts are applicable in the relevant jurisdiction) and all such shares and other Equity Interests equity interests indicated on Schedule 3.01 as owned by the Borrower Company or any another Subsidiary are owned, beneficially and of record, by the Borrower Company or any Subsidiary free and clear of all Liens (Liens, other than Liens created by under the Collateral Documents).Loan

Organization; Powers; Subsidiaries. Each Loan Party (a) of the Company and its Subsidiaries 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, (b) has all requisite power and authority to (i) own its assets and carry on its business as now conducted and (ii) executeand, deliver and perform its obligations under the Loan Documents to which it is a party and (c) 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, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented from time to time) identifies 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 Borrower Company 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. 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 all such shares and other Equity Interests equity interests indicated on Schedule 3.01 as owned by the Borrower Company or any another Subsidiary are owned, beneficially and of record, by the Borrower Company or any Subsidiary free and clear of all Liens (Liens. Other than in connection with employee equity incentive plans, there are no outstanding commitments or other than Liens created by obligations of 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 Collateral Documents)Company or any Subsidiary.

Organization; Powers; Subsidiaries. Each Loan Party (a) of the Company and its Subsidiaries 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, (b) has all requisite power and authority to (i) own its assets and carry on its business as now conducted and (ii) executeand, deliver and perform its obligations under the Loan Documents to which it is a party and (c) 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, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as 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 equity interests owned by the Borrower Company 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. 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 all such shares and other Equity Interests equity interests indicated on Schedule 3.01 as owned by the Borrower Company or any another Subsidiary are owned, beneficially and of record, by the Borrower Company or any Subsidiary free and clear of all Liens (other than Liens created by Permitted Encumbrances. Except as specified on Schedule 3.01, there are no outstanding commitments or other obligations of the Collateral Documents)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.

Organization; Powers; Subsidiaries. Each Loan Party (a) of the Company and its Subsidiaries 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, (b) has all requisite power and authority to (i) own its assets and carry on its business as now conducted and (ii) executeand, deliver and perform its obligations under the Loan Documents to which it is a party and (c) 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, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented from time to time) identifies 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 Borrower Company 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. 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 all such shares and other Equity Interests equity interests indicated on Schedule 3.01 as owned by the Borrower Company or any another Subsidiary are owned, beneficially and of record, by the Borrower Company or any Subsidiary free and clear of all Liens Liens. Other than in connection with employee equity incentive plans, there are no outstanding commitments or other 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. Each Subsidiary organized under the laws of England and Wales or incorporated in a European Union jurisdiction represents and warrants to the Lenders that its centre of main interest (as that term is used in Article 3(1) of the Regulation) is in its jurisdiction of incorporation and it has no Establishment in any other than Liens created by the Collateral Documents)jurisdiction.

Organization; Powers; Subsidiaries. Each Loan Party (a) of the Company and its Subsidiaries 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, (b) has all requisite power and authority to (i) own its assets and carry on its business as now conducted and (ii) executeand, deliver and perform its obligations under the Loan Documents to which it is a party and (c) 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, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies identifies, as of the Closing Date, each Subsidiary, noting 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 Company 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. 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 all such shares and other Equity Interests indicated on Schedule 3.01 as equity interests owned by the Borrower Company or any another Subsidiary are owned, beneficially and of record, by the Borrower Company or any Subsidiary free and clear of all Liens (other than Liens created by permitted under Section 6.02. As of the Collateral Documents)Closing Date, there are no outstanding commitments or other 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 any Subsidiary.

Organization; Powers; Subsidiaries. Each Loan Party (a) of the Borrower and its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to (i) own its assets and carry on its business as now conducted and (ii) executeand, deliver and perform its obligations under the Loan Documents to which it is a party and (c) 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 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 is a Material Domestic Subsidiary or a Material Foreign 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. 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 all such shares and other Equity Interests equity interests indicated on Schedule 3.01 as owned by the Borrower or any another Subsidiary are owned, beneficially and of record, by the Borrower or any Subsidiary free and clear of all Liens (Liens, other than Liens created by under the Collateral Loan Documents).