Common use of Parent and Subsidiaries Clause in Contracts

Parent and Subsidiaries. The Parent and each Subsidiary (other than the Borrowers) are duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is organized or incorporated, as applicable, has full and adequate power to own its Property and conduct its business as now conducted, and is duly licensed or qualified and in good standing in each jurisdiction in which the nature of the business conducted by it or the nature of the Property owned or leased by it requires such licensing or qualifying, except where the failure to do so would not have a Material Adverse Effect. Except as disclosed to the Administrative Agent by the Borrower Representative from time to time after the Closing Date, Schedule 6.2 hereto identifies each Subsidiary, the jurisdiction of its organization, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by the Parent, the Borrowers and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class of its authorized capital stock and other equity interests and the number of shares of each class issued and outstanding. Except as disclosed to the Administrative Agent by the Borrower Representative from time to time after the Closing Date, 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 6.2 as owned by the Parent, any Borrower or another Subsidiary are owned, beneficially and of record, by the Parent, any Borrower or such Subsidiary free and clear of all Liens other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents. Except as disclosed to the Administrative Agent by the Borrower Representative from time to time after the Closing Date, except as set forth on Schedule 6.2, there are no outstanding commitments or other 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 any Subsidiary.

Parent and Subsidiaries. The Parent and each Subsidiary (other than the Borrowersa) are duly organized, validly existing, and in good standing under the laws Schedule 4.4 hereto (as supplemented by Borrower pursuant to Section 5.12) correctly sets forth as of the jurisdiction in which it is organized date hereof (and the date of any such supplement pursuant to Section 5.12) the names, form of legal entity, number of shares of capital stock or incorporatedmembership or other equity interests, as applicable, has full issued and adequate power to own its Property outstanding, number of shares of capital stock or membership or other equity interests, as applicable, owned by Borrower, Parent or any Subsidiary of Borrower or Parent (specifying such owner) and conduct its business as now conducted, and is duly licensed jurisdictions of organization of all Subsidiaries of Borrower or qualified and in good standing in each jurisdiction in which the nature of the business conducted by it or the nature of the Property owned or leased by it requires such licensing or qualifying, except where the failure to do so would not have a Material Adverse EffectParent. Except as disclosed described in Schedule 4.4 (as supplemented by Borrower on each Compliance Certificate), as of the date hereof (and the date any such Compliance Certificate is delivered pursuant to the Administrative Agent by the Borrower Representative from time to time after the Closing Dateterms of this Agreement) none of Borrower, Schedule 6.2 hereto identifies each SubsidiaryParent or any of their Subsidiaries owns any capital stock, the jurisdiction of its organizationmembership interest, the percentage of issued and outstanding shares of each class of its other equity interest or debt Security which is convertible, or exchangeable, for capital stock stock, membership interests or other equity interests owned by the in any Person, other than a Subsidiary of Parent, which in any such case has an original cost in excess of $250,000. Unless otherwise indicated in Schedule 4.4 (as supplemented by Borrower on each Compliance Certificate), as of the Borrowers date hereof (and the other Subsidiaries and, if date any such percentage Compliance Certificate is not 100% (excluding directors’ qualifying shares as required by law), a description of each class of its authorized capital stock and other equity interests and the number of shares of each class issued and outstanding. Except as disclosed delivered pursuant to the Administrative Agent by the Borrower Representative from time to time after the Closing Date, terms of this Agreement) all of the outstanding shares of capital stock and stock, all of the outstanding membership interests or all of the units of other equity interests interest, as the case may be, of each Subsidiary are validly issued and outstanding and fully paid and nonassessable and all such shares and other equity interests indicated on Schedule 6.2 as owned directly or indirectly by the Parent, any Borrower or another Subsidiary are owned, beneficially and of record, by the Parent, any Borrower or such Subsidiary free and clear of all Liens other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents. Except as disclosed to the Administrative Agent by the Borrower Representative from time to time after the Closing Date, except as set forth on Schedule 6.2, there are no outstanding commitments or other obligations of any Subsidiary to issue, and no options, warrants or other rights to purchase capital stock of any Person to acquiresuch Subsidiary, any shares of any class of capital stock and all such shares, membership interests or other equity interests so owned are duly authorized, validly issued, fully paid and non-assessable, and were issued in compliance with all applicable state and federal securities and other Laws, and are free and clear of all adverse claims other than Permitted Encumbrances described in paragraph (b) of the definition of that term. (b) Parent and each of Borrower’s or Parent’s Subsidiaries is a legal entity of the type described in Schedule 4.4 (as supplemented by Borrower on each Compliance Certificate) duly formed, validly existing and, if such concept is legally recognized in such Parent’s or Subsidiary’s jurisdiction of organization, in “good standing” under the Laws of its jurisdiction of organization, is duly qualified to do business as a foreign organization and, if such concept is legally recognized in any Subsidiaryapplicable jurisdiction, is in “good standing” as such in each jurisdiction in which the conduct of its business or the ownership or leasing of its Properties makes such qualification necessary (except where the failure to be so duly qualified and in good standing could not reasonably be expected to have a Material Adverse Effect), and has all requisite corporate or other organizational power and authority to conduct its business and to own and lease its Properties. (c) Parent and each of Borrower’s or Parent’s Subsidiaries is in compliance with all Laws and other requirements applicable to its business and has obtained all authorizations, consents, approvals, orders, licenses, and permits from, and each such Subsidiary has accomplished all filings, registrations, and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of its business, except where the failure to be in such compliance, obtain such authorizations, consents, approvals, orders, licenses, and permits, accomplish such filings, registrations, and qualifications, or obtain such exemptions, could not reasonably be expected to have a Material Adverse Effect.

Parent and Subsidiaries. The Parent and each Subsidiary (other than the Borrowersa) are duly organized, validly existing, and in good standing under the laws Schedule 4.4 hereto (as supplemented by Borrower pursuant to Section 5.12) correctly sets forth as of the jurisdiction in which it is organized date hereof (and the date of any such supplement pursuant to Section 5.12) the names, form of legal entity, number of shares of capital stock or incorporatedmembership or other equity interests, as applicable, has full issued and adequate power to own its Property outstanding, number of shares of capital stock or membership or other equity interests, as applicable, owned by Borrower, Parent or any Subsidiary of Borrower or Parent (specifying such owner) and conduct its business as now conducted, and is duly licensed jurisdictions of organization of all Subsidiaries of Borrower or qualified and in good standing in each jurisdiction in which the nature of the business conducted by it or the nature of the Property owned or leased by it requires such licensing or qualifying, except where the failure to do so would not have a Material Adverse EffectParent. Except as disclosed described in Schedule 4.4 (as supplemented by Borrower on each Compliance Certificate), as of the date hereof (and the date any such Compliance Certificate is delivered pursuant to the Administrative Agent by the Borrower Representative from time to time after the Closing Dateterms of this Agreement) none of Borrower, Schedule 6.2 hereto identifies each SubsidiaryParent or any of their Subsidiaries owns any capital stock, the jurisdiction of its organizationmembership interest, the percentage of issued and outstanding shares of each class of its other equity interest or debt Security which is convertible, or exchangeable, for capital stock stock, membership interests or other equity interests owned by the in any Person, other than a Subsidiary of Parent, which in any such case has an original cost in excess of $250,000. Unless otherwise indicated in Schedule 4.4 (as supplemented by Borrower on each Compliance Certificate), as of the Borrowers date hereof (and the other Subsidiaries and, if date any such percentage Compliance Certificate is not 100% (excluding directors’ qualifying shares as required by law), a description of each class of its authorized capital stock and other equity interests and the number of shares of each class issued and outstanding. Except as disclosed delivered pursuant to the Administrative Agent by the Borrower Representative from time to time after the Closing Date, terms of this Agreement) all of the outstanding shares of capital stock and stock, all of the outstanding membership interests or all of the units of other equity interests interest, as the case may be, of each Subsidiary are validly issued owned of record and outstanding and fully paid and nonassessable and all such shares and other equity interests indicated on Schedule 6.2 as owned beneficially by the Parent, any Borrower or another Subsidiary are owned, beneficially and of record, by the Parent, any Borrower or such Subsidiary free and clear of all Liens other than the Liens granted in favor of the Administrative Agent pursuant to the Collateral Documents. Except as disclosed to the Administrative Agent by the Borrower Representative from time to time after the Closing Date, except as set forth on Schedule 6.2, there are no outstanding commitments or other obligations of any Subsidiary to issue, and no options, warrants or other rights to purchase capital stock of any Person to acquiresuch Subsidiary, any shares of any class of capital stock and all such shares, membership interests or other equity interests so owned are duly authorized, validly issued, fully paid and non-assessable, and were issued in compliance with all applicable state and federal securities and other Laws, and are free and clear of all adverse claims other than Permitted Encumbrances described in paragraph (b) of the definition of that term. (b) Parent and each of Borrower’s or Parent’s Subsidiaries is a legal entity of the type described in Schedule 4.4 (as supplemented by Borrower on each Compliance Certificate) duly formed, validly existing and, if such concept is legally recognized in such Parent’s or Subsidiary’s jurisdiction of organization, in “good standing” under the Laws of its jurisdiction of organization, is duly qualified to do business as a foreign organization and, if such concept is legally recognized in any Subsidiaryapplicable jurisdiction, is in “good standing” as such in each jurisdiction in which the conduct of its business or the ownership or leasing of its Properties makes such qualification necessary (except where the failure to be so duly qualified and in good standing could not reasonably be expected to have a Material Adverse Effect), and has all requisite corporate or other organizational power and authority to conduct its business and to own and lease its Properties. (c) Parent and each of Borrower’s or Parent’s Subsidiaries is in compliance with all Laws and other requirements applicable to its business and has obtained all authorizations, consents, approvals, orders, licenses, and permits from, and each such Subsidiary has accomplished all filings, registrations, and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of its business, except where the failure to be in such compliance, obtain such authorizations, consents, approvals, orders, licenses, and permits, accomplish such filings, registrations, and qualifications, or obtain such exemptions, could not reasonably be expected to have a Material Adverse Effect.