Common use of Organization; Powers; Subsidiaries Clause in Contracts

Organization; Powers; Subsidiaries. Each of the Borrower and its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, 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 in, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented from time to time) identifies each Subsidiary (other than as disclosed to the Administrative 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. 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 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 as permitted under Section 6.02. 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. Each of the Borrower and its Subsidiaries (other than any Inactive Subsidiary) is duly organized, 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, 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 (to the extent the concept is applicable in such jurisdiction) 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 (other than as disclosed to of the Administrative Agent in writing)Effective Date, 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. All of the outstanding shares of capital stock and other equity interests of each Subsidiary Guarantor and each First Tier Foreign Subsidiary pledged to the Administrative Agent 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 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 created under the Loan Documents. Except as permitted under Section 6.02. There provided in Schedule 3.01 hereto, 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. Each of the Borrower and its Subsidiaries is duly organizedorganized or formed, validly existing and in good standing under the laws of the jurisdiction of its organization, 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 in, every jurisdiction where such qualification is required. As of the Effective Date (and, upon the occurrence of the Joinder Date, as of the Joinder Date), Schedule 3.01 hereto (as supplemented from time to time) identifies each Subsidiary (other than as disclosed to the Administrative Agent in writing)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. 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 all such shares and other equity interests indicated on Schedule 3.01 as of the Effective Date (and, upon the occurrence of the Joinder Date, as of the Joinder Date), 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 as permitted Liens created under Section 6.02. There are no outstanding commitments or other obligations of the Borrower or any Subsidiary Guarantor to issue, Loan Documents 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 6.02Permitted Liens.

Organization; Powers; Subsidiaries. (a) Each of the Borrower and its Material Subsidiaries (i) is duly organized, 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, has all requisite organizational power and authority to carry on its business as now conducted andand execute, deliver and perform its obligations under the Loan Documents to which it is a party and (ii), 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 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 is required. qualification. (b) Schedule 3.01 hereto (as supplemented from time to time) identifies each Subsidiary (other than as disclosed to of the Administrative Agent in writing)Effective Date, 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 (i) directors’ qualifying shares as and (ii) shares issued to foreign nationals to the extent required by applicable 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 and each other Subsidiary pledged to the Administrative Agent are validly issued and outstanding and and, to the extent applicable, fully paid and nonassessable and 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 Guarantor are owned, beneficially and of record, by the Borrower or any Subsidiary Guarantor free and clear of all Liens, other than as Liens permitted under pursuant to Section 6.02. There . (d) Except as indicated on Schedule 3.01 hereto, as of the Effective Date, 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. Each of the Borrower and its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, 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 in, every jurisdiction where such qualification is required. Schedule 3.01 hereto (identifies, as supplemented from time to time) identifies of the Effective Date, each Subsidiary (other than as disclosed to the Administrative Agent in writing)Subsidiary, noting whether such Subsidiary is a Material Domestic an Immaterial Subsidiary or an Excluded 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 its Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of each Subsidiary Guarantor (i) are validly issued and outstanding and fully paid and nonassessable and (ii) 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 created under the Loan Documents. As of the Effective Date, except as permitted under Section 6.02. There set forth on Schedule 3.01, 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. Each of the The Borrower and its Subsidiaries is are duly organized, validly existing and in good standing under the laws of the jurisdiction of its their organization, has have all requisite power and authority to carry on its their 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 in, every jurisdiction where such qualification is required. As of the Effective Date, Schedule 3.01 hereto (as supplemented from time to time) identifies the Borrower and each Subsidiary (other than as disclosed to of the Administrative Agent in writing), noting whether such Subsidiary is a Material Domestic SubsidiaryBorrower, 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 equity holders of the Borrower, the Borrower and the other Subsidiaries of the Borrower and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of the Borrower and each Subsidiary Guarantor of the Borrower are validly issued and outstanding and fully paid and nonassessable and and, as of the Effective Date, all such shares and other equity interests indicated on Schedule 3.01 as owned by the equity holders of the Borrower, the Borrower or another Subsidiary Guarantor of the Borrower are owned, beneficially and of record, by such equity holders of the Borrower, the Borrower or any such Subsidiary Guarantor free and clear of all Liens. As of the Effective Date, other than as permitted under Section 6.02. There are no outstanding commitments or other obligations each Subsidiary 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 6.02is a Guarantor.

Organization; Powers; Subsidiaries. Each of the Borrower and its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, 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 in, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented from time to timetime with respect to Material Subsidiaries) identifies each Subsidiary (other than as disclosed to the Administrative Agent in writing)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. All of the outstanding shares of capital stock and other equity interests of each Material Subsidiary Guarantor 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 another Subsidiary Guarantor are owned, beneficially and of record, by the Borrower or any Subsidiary Guarantor free and clear of all Liens, other than as permitted Liens created under Section 6.02the Loan Documents. 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 6.02pursuant to Convertible Subordinated Indebtedness, employee stock options, employee benefit plans, unvested shares and restricted stock.