Common use of Organization; Subsidiaries Clause in Contracts

Organization; Subsidiaries. (a) Target and each Subsidiary of Target ("Target ------ Subsidiary"), if any, (i) is a corporation duly organized, validly existing and ---------- in good standing (with respect to jurisdictions that recognize such concept) under the laws of its jurisdiction of incorporation, (ii) has the requisite corporate or other power and authority and all necessary government approvals to own, lease and operate its assets and property and to carry on its business as now being conducted and as proposed to be conducted, and (iii) is duly qualified or licensed as a foreign corporation to do business, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction set forth in Section 2.1 of the Target Disclosure Schedule, which jurisdictions are the only jurisdictions where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary (except to the extent that failure to qualify as a foreign corporation in any such jurisdiction will not have a Material Adverse Effect). (b) A true and complete list of all Target Subsidiaries is set forth in Section 2.1 of the Target Disclosure Schedule. Target is the owner of all outstanding shares of capital stock of each Target Subsidiary and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each Target Subsidiary are owned by Target free and clear of all liens, charges, claims, encumbrances or rights of others. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any Target Subsidiary, or otherwise obligating Target or any Target Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. All outstanding shares of capital stock of each Target Subsidiary were issued in compliance with all applicable federal and state securities laws. (c) Neither Target nor any Target Subsidiary directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (other than Target's ownership of the Target Subsidiaries).

Organization; Subsidiaries. (a) Each of Target and each Subsidiary subsidiary of Target ("Target ------ each a “Subsidiary"), if any, (i”) is a corporation duly organized, validly existing and ---------- in good standing (with respect to jurisdictions that recognize such concept) under the laws of its jurisdiction of incorporation, (ii) organization. Each of Target and each Subsidiary has the requisite corporate or other power and authority and all necessary government approvals to own, lease and operate its assets and property properties and to carry on its business as now being conducted and as proposed to be conducted, except where the failure to have such power, authority and (iii) governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect on Target and/or each Subsidiary. Each of Target and each Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction set forth in Section 2.1 of the Target Disclosure Schedule, which jurisdictions are the only jurisdictions where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary (necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the extent that failure to qualify as a foreign corporation in any such jurisdiction will not aggregate, have a Material Adverse Effect). (b) Effect on Target and/or each Subsidiary. A true and complete list of all Target Subsidiaries the Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary, is set forth in Section 2.1 of the Target Disclosure Schedule. Target is the owner of all outstanding shares of capital stock of each Target Subsidiary and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each Target Subsidiary are owned by Target free and clear of all liens, charges, claims, encumbrances or rights of others. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any Target Subsidiary, or otherwise obligating Target or any Target Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. All outstanding shares of capital stock of each Target Subsidiary were issued in compliance with all applicable federal and state securities laws. (c) Neither Target nor any Target Subsidiary does not directly or indirectly owns own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (other than Target's ownership of the Target Subsidiaries)entity.

Organization; Subsidiaries. (a) Each of Target and each Subsidiary subsidiary of Target (each a "Target ------ Subsidiary"), if any, (i) is a corporation duly organized, validly existing and ---------- in good standing (with respect to jurisdictions that recognize such concept) under the laws of its jurisdiction of incorporation, (ii) organization. Each of Target and each Subsidiary has the requisite corporate or other power and authority and all necessary government approvals to own, lease and operate its assets and property properties and to carry on its business as now being conducted and as proposed to be conducted, except where the failure to have such power, authority and (iii) governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect on Target. Each of Target and each Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction set forth in Section 2.1 of the Target Disclosure Schedule, which jurisdictions are the only jurisdictions where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary (necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the extent that failure to qualify as a foreign corporation in any such jurisdiction will not aggregate, have a Material Adverse Effect). (b) Effect on Target. Section 2.1 of Target Disclosure Schedule sets forth each jurisdiction where Target and each Subsidiary is qualified to do business. A true and complete list of all Target Subsidiaries the Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary, is set forth in Section 2.1 of the Target Disclosure Schedule. Target is the owner of all outstanding shares of capital stock of each Target Subsidiary and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each Target Subsidiary are owned by Target free and clear of all liens, charges, claims, encumbrances or rights of others. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any Target Subsidiary, or otherwise obligating Target or any Target Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. All outstanding shares Except as set forth in Section 2.1 of capital stock of each the Target Subsidiary were issued in compliance with all applicable federal and state securities laws. (c) Neither Disclosure Schedule, Target nor any Target Subsidiary does not directly or indirectly owns own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (other than Target's ownership of the Target Subsidiaries).entity

Organization; Subsidiaries. (a) Each of Target and each Subsidiary subsidiary of Target (each a "Target ------ Subsidiary"), if any, (i) is a corporation duly organized, validly existing and ---------- in good standing (with respect to jurisdictions that recognize such concept) under the laws of its jurisdiction of incorporation, (ii) organization. Each of Target and each Subsidiary has the requisite corporate or other power and authority and all necessary government approvals to own, lease and operate its assets and property properties and to carry on its business as now being conducted and as proposed to be conducted, except where the failure to have such power, authority and (iii) governmental approvals would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Target. Each of Target and each Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction set forth in Section 2.1 of the Target Disclosure Schedule, which jurisdictions are the only jurisdictions where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary (necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the extent that failure aggregate, reasonably be expected to qualify as a foreign corporation in any such jurisdiction will not have a Material Adverse Effect). (b) Effect on Target. A true and complete list of all Target Subsidiaries the Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary, is set forth in Section 2.1 of the Target Disclosure Schedule. Target is the owner of all outstanding shares of capital stock of each Target Subsidiary and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each Target Subsidiary are owned by Target free and clear of all liens, charges, claims, encumbrances or rights of others. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any Target Subsidiary, or otherwise obligating Target or any Target Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. All outstanding shares of capital stock of each Target Subsidiary were issued in compliance with all applicable federal and state securities laws. (c) Neither Target nor any Target Subsidiary does not directly or indirectly owns own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (other than Target's ownership of the Target Subsidiaries).

Organization; Subsidiaries. (a) Target and each Subsidiary of Target ("Target ------ Subsidiary"), if any, (i) is a corporation duly organized, validly existing and ---------- in good standing (with respect to jurisdictions that recognize such concept) under the laws of its jurisdiction of incorporation, (ii) has the requisite corporate or other power and authority and all necessary government approvals to own, lease and operate its assets and property and to carry on its business as now being conducted and as proposed to be conducted, and (iii) is duly qualified or licensed as a foreign corporation to do business, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction set forth in Section 2.1 of the Target Disclosure Schedule, which jurisdictions are the only jurisdictions where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary (except to the extent that failure to qualify as a foreign corporation in any such jurisdiction will not have a Material Adverse Effect). (b) A true and complete list of all Target Subsidiaries is set forth in Section 2.1 of the Target Disclosure Schedule. Target is the owner of all outstanding shares of capital stock of each Target Subsidiary and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each Target Subsidiary are owned by Target free and clear of all liens, charges, claims, encumbrances or rights of others. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any Target Subsidiary, or otherwise obligating Target or any Target Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. All outstanding shares of capital stock of each Target Subsidiary were issued in compliance with all applicable federal and state securities laws. (c) Neither Target nor any Target Subsidiary directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (other than Target's ownership of the Target Subsidiaries).

Organization; Subsidiaries. (a) Each of Target and each Subsidiary subsidiary of Target (each a "Target ------ Subsidiary"), if any, (i) is a corporation duly organized, validly existing and ---------- in good standing (with respect to jurisdictions that recognize such concept) under the laws of its jurisdiction of incorporation, (ii) organization. Each of Target and each Subsidiary has the requisite corporate or other power and authority and all necessary government approvals to own, lease and operate its assets and property properties and to carry on its business as now being conducted and as proposed to be conducted, except where the failure to have such power, authority and (iii) governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect on Target. Each of Target and each Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction set forth in Section 2.1 of the Target Disclosure Schedule, which jurisdictions are the only jurisdictions where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary (necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the extent that failure to qualify as a foreign corporation in any such jurisdiction will not aggregate, have a Material Adverse Effect). (b) Effect on Target. A true and complete list of all Target Subsidiaries the Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary, is set forth in Section 2.1 of the Target Disclosure Schedule. Target is the owner of all outstanding shares of capital stock of each Target Subsidiary and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each Target Subsidiary are owned by Target free and clear of all liens, charges, claims, encumbrances or rights of others. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any Target Subsidiary, or otherwise obligating Target or any Target Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. All outstanding shares Except as set forth in Section 2.1 of capital stock of each the Target Subsidiary were issued in compliance with all applicable federal and state securities laws. (c) Neither Disclosure Schedule, Target nor any Target Subsidiary does not directly or indirectly owns own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (other than Target's ownership of the Target Subsidiaries)entity.

Organization; Subsidiaries. (a) Each of Target and each Subsidiary subsidiary of Target (each a "Target ------ Subsidiary"), if any, (i) is a corporation duly organized, validly existing and ---------- in good standing (with respect to jurisdictions that recognize such concept) under the laws of its jurisdiction of incorporation, (ii) organization. Each of Target and each Subsidiary has the requisite corporate or other power and authority and all necessary government approvals to own, lease and operate its assets and property properties and to carry on its business as now being conducted and as proposed to be conducted, except where the failure to have such power, authority and (iii) governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect on Target. Each of Target and each Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction set forth in Section 2.1 of the Target Disclosure Schedule, which jurisdictions are the only jurisdictions where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary (necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the extent that failure to qualify as a foreign corporation in any such jurisdiction will not aggregate, have a Material Adverse Effect). (b) Effect on Target. A true and complete list of all Target Subsidiaries the Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary, is set forth in Section 2.1 of the Target Disclosure Schedule. Target is the owner of all outstanding shares of capital stock of each Target Subsidiary and all such shares are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each Target Subsidiary are owned by Target free and clear of all liens, charges, claims, encumbrances or rights of others. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any Target Subsidiary, or otherwise obligating Target or any Target Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. All outstanding shares Except as set forth in Section 2.1 of capital stock of each the Target Subsidiary were issued in compliance with all applicable federal and state securities laws. (c) Neither Disclosure Schedule, Target nor any Target Subsidiary does not directly or indirectly owns own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity (other than Target's ownership of the Target Subsidiaries).entity