Common use of Company and Subsidiaries Clause in Contracts

Company and Subsidiaries. All of the Subsidiaries of Company as of the Effective Date after giving effect to the Transaction are identified in Schedule 5.1 annexed hereto. The capital stock of each of the Subsidiaries of Company identified in Schedule 5.1 annexed hereto is duly authorized, validly issued, fully paid and nonassessable and none of such capital stock constitutes Margin Stock. Company and each of the Subsidiaries of Company identified in Schedule 5.1 annexed hereto are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation or formation set forth therein, have full corporate power and authority to own their assets and properties and to operate their business as presently owned and conducted and as proposed to be conducted, and are qualified to do business and in good standing in every jurisdiction where their assets are located and wherever necessary to carry out their business and operations, in each case except where failure to be so qualified or in good standing or a lack of such corporate power and authority has not had and will not have a Material Adverse Effect. Schedule 5.1 annexed hereto correctly sets forth the ownership interest of Company in each of its Subsidiaries identified therein.

Company and Subsidiaries. All of the Subsidiaries of Company Holdings as of the Effective Closing Date after giving effect to the Transaction Acquisition are identified in Schedule 5.1 annexed hereto. The capital stock of each of the Subsidiaries of Company identified in Schedule 5.1 annexed hereto is duly authorized, validly issued, fully paid and nonassessable and none of such capital stock constitutes Margin Stock. Company and each of the Subsidiaries of Company Holdings identified in Schedule 5.1 annexed hereto are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation or formation set forth therein, have full corporate power and authority to own their assets and properties and to operate their business as presently owned and conducted and as proposed to be conducted, and are qualified to do business and in good standing in every jurisdiction where their assets are located and wherever necessary to carry out their business and operations, in each case except where failure to be so qualified or in good standing or a lack of such corporate power and authority has not had and will not have a Material Adverse Effect. Schedule 5.1 annexed hereto correctly sets forth the ownership interest of Company in each of its Subsidiaries identified therein.

Company and Subsidiaries. All of the Subsidiaries of Company as ------------------------ of the Effective Date after giving effect to the Transaction are identified in Schedule 5.1 annexed hereto. The capital ------------ stock of each of the Subsidiaries of Company identified in Schedule 5.1 annexed hereto is duly authorized, validly issued, fully paid and nonassessable and none of such capital stock constitutes Margin Stock. Company and each of the Subsidiaries of Company identified in Schedule 5.1 annexed hereto are duly ------------ organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation or formation set forth therein, have full corporate power and authority to own their assets and properties and to operate their business as presently owned and conducted and as proposed to be conducted, and are qualified to do business and in good standing in every jurisdiction where their assets are located and wherever necessary to carry out their business and operations, in each case except where failure to be so qualified or in good standing or a lack of such corporate power and authority has not had and will not have a Material Adverse Effect. Schedule 5.1 annexed ------------ hereto correctly sets forth the ownership interest of Company in each of its Subsidiaries identified therein.

Company and Subsidiaries. All of the Subsidiaries of Company Holdings as of the Effective Date after giving effect to the Transaction Xxxxxx Xxxxx Acquisition are identified in Schedule 5.1 annexed hereto. The capital stock of each of the Subsidiaries of Company identified in Schedule 5.1 annexed hereto is duly authorized, validly issued, fully paid and nonassessable and none of such capital stock constitutes Margin Stock. Company and each of the Subsidiaries of Company Holdings identified in Schedule 5.1 annexed hereto are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation or formation set forth therein, have full corporate power and authority to own their assets and properties and to operate their business as presently owned and conducted and as proposed to be conducted, and are qualified to do business and in good standing in every jurisdiction where their assets are located and wherever necessary to carry out their business and operations, in each case except where failure to be so qualified or in good standing or a lack of such corporate power and authority has not had and will not have a Material Adverse Effect. Schedule 5.1 annexed hereto correctly sets forth the ownership interest of Company in each of its Subsidiaries identified therein.

Company and Subsidiaries. All of the Subsidiaries of Company as of the Effective Date after giving effect to the Transaction Union Acquisition are identified in Schedule 5.1 annexed hereto. The capital stock of each of the domestic Subsidiaries of Company identified in Schedule 5.1 annexed hereto which are corporations is duly authorized, validly issued, fully paid and nonassessable and and, other than the capital stock of Union prior to the Merger, none of such capital stock constitutes Margin Stock. The limited and general partnership interests of each of the subsidiaries of Company identified in Schedule 5.1 annexed hereto which are limited partnerships are duly and validly issued. Company and each of the domestic Subsidiaries of Company identified in Schedule 5.1 annexed hereto are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation or formation set forth therein, have full corporate or partnership (as applicable) power and authority to own their assets and properties and to operate their business as presently owned and conducted and as proposed to be conducted, and are qualified to do business and in good standing in every jurisdiction where their assets are located and wherever necessary to carry out their business and operations, in each case except where failure to be so qualified or in good standing or a lack of such corporate power and authority has not had and will not have a Material Adverse Effect. Schedule 5.1 annexed hereto correctly sets forth the ownership interest of Company in each of its Subsidiaries identified therein.

Company and Subsidiaries. All of the Subsidiaries of Company as ------------------------ of the Effective Date after giving effect to the Transaction are identified in Schedule 5.1 annexed hereto. The ------------ capital stock of each of the Subsidiaries of Company identified in Schedule 5.1 ------------ annexed hereto is duly authorized, validly issued, fully paid and nonassessable and none of such capital stock constitutes Margin Stock. Company and each of the Subsidiaries of Company identified in Schedule 5.1 annexed hereto are duly ------------ organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation or formation set forth therein, have full corporate power and authority to own their assets and properties and to operate their business as presently owned and conducted and as proposed to be conducted, and are qualified to do business and in good standing in every jurisdiction where their assets are located and wherever necessary to carry out their business and operations, in each case except where failure to be so qualified or in good standing or a lack of such corporate power and authority has not had and will not have a Material Adverse Effect. Schedule 5.1 annexed hereto correctly sets forth the ownership interest ------------ of Company in each of its Subsidiaries identified therein.

Company and Subsidiaries. All of the Subsidiaries of Company Holdings as of the Effective Date after giving effect to the Transaction are identified in Schedule 5.1 annexed hereto. , as it may be supplemented from time to time in accordance with the provisions of subsection 6.9 The capital stock or other equity interests of each of the Subsidiaries of Company identified in Schedule 5.1 annexed hereto is duly authorized, validly issued, fully paid and nonassessable and none of such capital stock or other equity interests constitutes Margin Stock. Company The limited and general partnership interests of each of the Subsidiaries of Holdings identified in Schedule 5.1 annexed hereto which are limited partnerships are duly and validly issued. Holdings and each of the Subsidiaries of Company Holdings identified in Schedule 5.1 annexed hereto are is duly organized, validly existing and in good standing under the laws of their respective jurisdictions its jurisdiction of incorporation or formation organization set forth therein, have has full corporate or partnership (as applicable) power and authority to own their its assets and properties and to operate their its business as presently owned and conducted and as proposed to be conducted, and are is qualified to do business and in good standing in every jurisdiction where their its assets are located and wherever necessary to carry out their its business and operations, in each case except where failure to be so qualified or in good standing or a lack of such corporate power and authority has not had and will not have a Material Adverse Effect. Schedule 5.1 annexed hereto correctly sets forth the ownership interest of Company in each of its Subsidiaries identified therein.

Company and Subsidiaries. All of the Subsidiaries of Company as of the Effective Date after giving effect to the Transaction acquisition occurring on such date are identified in Schedule 5.1 annexed hereto. The capital stock of each of the domestic Subsidiaries of Company identified in Schedule 5.1 annexed hereto which are corporations is duly authorized, validly issued, fully paid and nonassessable and none of such capital stock constitutes Margin Stock. The limited and general partnership interests of each of the subsidiaries of Company identified in Schedule 5.1 annexed hereto which are limited partnerships are duly and validly issued. Company and each of the domestic Subsidiaries of Company identified in Schedule 5.1 annexed hereto are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation or formation set forth therein, have full corporate or partnership (as applicable) power and authority to own their assets and properties and to operate their business as presently owned and conducted and as proposed to be conducted, and are qualified to do business and in good standing in every jurisdiction where their assets are located and wherever necessary to carry out their business and operations, in each case except where failure to be so qualified or in good standing or a lack of such corporate power and authority has not had and will not have a Material Adverse Effect. Schedule 5.1 annexed hereto correctly sets forth the ownership interest of Company in each of its Subsidiaries identified therein.

Company and Subsidiaries. All of the Subsidiaries of Company as of the Effective Closing Date after giving effect to the Transaction Acquisition and the Merger are identified in Schedule 5.1 annexed hereto. The capital stock of each of the domestic Subsidiaries of Company identified in Schedule 5.1 annexed hereto which are corporations is duly authorized, validly issued, fully paid and nonassessable and none of such capital stock constitutes Margin Stock. The limited and general partnership interests of each of the subsidiaries of Company identified in Schedule 5.1 annexed hereto which are limited partnerships are duly and validly issued. Company and each of the domestic Subsidiaries of Company identified in Schedule 5.1 annexed hereto are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation or formation set forth therein, have full corporate or partnership (as applicable) power and authority to own their assets and properties and to operate their business as presently owned and conducted and as proposed to be conducted, and are qualified to do business and in good standing in every jurisdiction where their assets are located and wherever necessary to carry out their business and operations, in each case except where failure to be so qualified or in good standing or a lack of such corporate power and authority has not had and will not have a Material Adverse Effect. Schedule 5.1 annexed hereto correctly sets forth the ownership interest of Company in each of its Subsidiaries identified therein.