Common use of Controlled Entities Clause in Contracts

Controlled Entities. The subsidiaries listed in Schedule III hereto (each a “Controlled Entity” and collectively, the “Controlled Entities”) shall be the entire list of the subsidiaries and consolidated entities of the Company. Each of the Controlled Entities has been duly incorporated, is validly existing as a corporation with limited liability, as the case may be, and in good standing under the laws of the jurisdiction of its incorporation, has power and authority (corporate and other) to own or lease its property and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and is duly qualified to transact business, and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification. All of the equity interests of each Controlled Entity have been duly and validly authorized and issued, are owned directly or indirectly by the Company, are fully paid in accordance with its articles of association, and are non-assessable and free and clear of all liens, encumbrances, equities or claims. None of the issued outstanding share capital or equity interest in any Controlled Entity was issued in violation of preemptive or similar rights of any security holder of such Controlled Entity. All of the constitutive or organizational documents of each of the Controlled Entities comply with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. Other than the Controlled Entities, the Company does not directly or indirectly control any entity through contractual arrangements or otherwise such that the entity would be deemed a consolidated affiliated entity whose financial results would be consolidated under U.S. Generally Accepted Accounting Principles with the financial results of the Company on the consolidated financial statements of the Company, regardless of whether the Company directly or indirectly owns less than a majority of the equity interests of such person.

Controlled Entities. The subsidiaries listed Each of the Company’s direct and indirect subsidiaries, in addition to those entities whose equity is owned directly or indirectly by the Company or a company indirectly controlled by the Company through contractual arrangements, has been identified on Schedule III hereto (each each, a “Controlled Entity” and collectively, the “Controlled Entities”) shall be the entire list of the subsidiaries and consolidated entities of the Company). Each of the Controlled Entities has been duly incorporatedformed, is validly existing as a corporation with limited liability, as the case may be, and an entity in good standing under the laws of the jurisdiction of its incorporationformation, has the corporate power and authority (corporate and other) to own or lease its property and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus, and is duly qualified except to transact business, and is the extent that the failure to be in good standing would not result in each jurisdiction a Material Adverse Change; except as described in which the conduct of its business Pricing Disclosure Package and the Prospectus or its ownership or leasing of property requires such qualification. All as would not result in a Material Adverse Change, all of the outstanding equity interests of each Controlled Entity have been duly and validly authorized and issued, are owned directly or indirectly by the Company, and are fully paid in accordance with its articles of association, and are non-assessable and free and clear of all liens, encumbrances, equities or claims. None of the issued outstanding share capital or equity interest in any Controlled Entity was issued in violation of preemptive or similar rights of any security holder of such Controlled Entity. All of the constitutive or organizational documents of each of the Controlled Entities comply with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. Other than Apart from the Controlled Entities, the Company does not directly has no direct or indirectly control indirect subsidiaries or any entity through contractual arrangements company over which it has direct or otherwise such that the entity would be deemed a consolidated affiliated entity whose financial results would be consolidated under U.S. Generally Accepted Accounting Principles with the financial results of the Company on the consolidated financial statements of the Company, regardless of whether the Company directly or indirectly owns less than a majority of the equity interests of such personindirect effective control.

Controlled Entities. The subsidiaries listed in Schedule III hereto (each a “Controlled Entity” and collectively, the “Controlled Entities”) shall be is the entire list of the subsidiaries and consolidated entities of the Company. Each of the Controlled Entities has been duly incorporated, is validly existing as a corporation with limited liability, as the case may be, and in good standing under the respective laws of the jurisdiction of its incorporation, has power and authority (corporate and other) to own or lease its property and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and is duly qualified to transact business, and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification. All of the equity interests of each Controlled Entity have been duly and validly authorized and issued, are owned directly or indirectly by the Company, are fully paid in accordance with its articles of association, and are non-assessable and free and clear of all liens, encumbrances, equities or claims. None of the issued outstanding share capital or equity interest in any Controlled Entity was issued in violation of preemptive or similar rights of any security holder of such Controlled Entity. All of the constitutive or organizational documents of each of the Controlled Entities comply with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. Other than the Controlled Entities, the Company does not directly or indirectly control any entity through contractual arrangements or otherwise such that the entity would be deemed a consolidated affiliated entity whose financial results would be consolidated under U.S. Generally Accepted Accounting Principles with the financial results of the Company on the consolidated financial statements of the Company, regardless of whether the Company directly or indirectly owns less than a majority of the equity interests of such person.