Common use of Due Incorporation; Subsidiaries Clause in Contracts

Due Incorporation; Subsidiaries. The Company has been duly incorporated, is validly existing as a corporation and is in good standing under the laws of its jurisdiction of incorporation. The Company has full corporate power and authority to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. The Company is duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified or be in good standing would not reasonably be expected to have a material adverse effect on the business, properties, assets, business prospects, condition (financial or otherwise), results of operations or capitalization of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”). Each subsidiary has been duly incorporated or formed, is validly existing as a corporation, limited liability company or limited partnership and is in good standing under the laws of its jurisdiction of incorporation or formation. Each subsidiary of the Company has full corporate, limited liability company or limited partnership power and authority to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. Each subsidiary of the company is duly licensed or qualified to do business in and in good standing as a foreign corporation, limited liability company or limited partnership in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect.

Due Incorporation; Subsidiaries. The Company has been duly incorporated, is validly existing as a corporation and is in good standing under the laws of its jurisdiction of incorporation. The Company has full corporate power and authority to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. The Company is duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified or be in good standing would not reasonably be expected to have a material adverse effect on the business, properties, assets, business prospects, condition (financial or otherwise), results of operations or capitalization of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”). Each subsidiary of the Company, other than those subsidiaries which would not, individually or in the aggregate, constitute a “significant subsidiary” as defined in Item 1-02(w) of Regulation S-X (each such “significant subsidiary” is referred to herein as a “subsidiary” and collectively as “subsidiaries”) has been duly incorporated or formedincorporated, is validly existing as a corporation, corporation or limited liability company or limited partnership and is in good standing under the laws of its jurisdiction of incorporation or formationincorporation. Each subsidiary of the Company has full corporate, corporate or limited liability company or limited partnership power and authority to own or lease all the assets owned or leased by it its and to conduct its business as described in the Registration Statement and the Prospectus. Each subsidiary of the company Company is duly licensed or qualified to do business in and in good standing as a foreign corporation, limited liability company or limited partnership corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect.

Due Incorporation; Subsidiaries. (i) The Company has been is a corporation duly incorporatedorganized, is validly existing as a corporation and is in good standing under the laws of its jurisdiction of incorporation. The Company has full corporate power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. The Company is duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified qualified, or to be in such good standing standing, would not reasonably be expected to have a material adverse effect on the business, properties, assets, business prospects, financial condition (financial or otherwise), results of operations or capitalization of the Company and its subsidiariesthe Subsidiaries, taken as a whole (a “Material Adverse Effect”). Each subsidiary has been (ii) The only significant subsidiaries (as defined in the Rules and Regulations) of the Company are the subsidiaries listed on Schedule 3.1(h) hereto (the “Subsidiaries”). The Subsidiaries are duly incorporated or formedorganized, is validly existing as a corporation, limited liability company or limited partnership and is in good standing under the laws of its jurisdiction their respective jurisdictions of incorporation or formationorganization. Each subsidiary of the Company has The Subsidiaries have full corporate, limited liability company or limited partnership corporate power and authority to conduct all the activities conducted by them, to own or lease all the assets owned or leased by it them and to conduct its their business as described in the Registration Statement and the ProspectusProspectus except to the extent that the failure to have such power and authority would not reasonably be expected to have a Material Adverse Effect. Each subsidiary of the company is The Subsidiaries are duly licensed or qualified to do business in and in good standing as a foreign corporation, limited liability company or limited partnership entities in all jurisdictions in which the nature of the activities conducted by it them or the character of the assets owned or leased by it them makes such licensing or qualification necessary, necessary except to the extent that the failure to be so licensed or qualified qualified, or to be in such good standing standing, would not reasonably be expected to have a Material Adverse Effect. Except for the stock of the Subsidiaries and as disclosed in the Registration Statement, the Company does not own directly or indirectly, any shares of stock or any other equity or long-term debt securities of any corporation or have any equity interest in any firm, partnership, joint venture, association or other entity. All of the outstanding shares of capital stock of the Subsidiaries (x) have been duly authorized and validly issued, (y) are fully paid and non-assessable, and are (z) owned by the Company free and clear of all liens, encumbrances and claims, except in the case of subclause (z) as would not reasonably be expected to have a Material Adverse Effect. Except for the stock of the Subsidiaries and as disclosed in the Registration Statement, the Company does not own, directly or indirectly, any shares of stock or any other equity or long-term debt securities of any corporation or have any equity interest in any firm, partnership, joint venture, association or other entity.

Due Incorporation; Subsidiaries. The Company has been duly incorporated, is validly existing as a corporation and is in good standing under the laws of its jurisdiction State of incorporation. The Company has full Delaware, with corporate power and authority to own or own, lease all the assets owned or leased by it and to operate its properties and conduct its business as described in the Registration Statement and the Prospectus. The ; the Company is duly licensed or qualified to do business in and in good standing as a foreign corporation to transact business and is in all jurisdictions good standing in each other jurisdiction in which the nature such qualification is required, whether by reason of the activities conducted by it ownership or leasing of property or the character conduct of the assets owned or leased by it makes such licensing or qualification necessarybusiness, except to the extent that where the failure to be so licensed qualify or qualified or to be in good standing would not reasonably be expected to have a material adverse effect on the business, properties, assets, business prospects, condition (financial condition, stockholders’ equity or otherwise), results of operations or capitalization of the Company and its subsidiaries, subsidiaries taken as a whole (a “Material Adverse Effect”). Each ; each subsidiary has been duly incorporated of the Company other than those subsidiaries which would not, individually or formedin the aggregate, constitute a “significant subsidiary” as defined in Item 1-02(w) of Regulation S-X (each such “significant subsidiary,” a “Subsidiary”) is validly existing as a corporation, partnership, limited liability company or limited partnership business trust duly incorporated or organized, validly existing and is in good standing under the laws of its the jurisdiction of its incorporation or formation. Each subsidiary of organization, with the Company has full corporate, limited liability company or limited partnership requisite entity power and authority to own own, lease and operate its properties, except where the failure to qualify or lease all be in good standing would not have a Material Adverse Effect. On a consolidated basis, the assets owned or leased by it Company and to its subsidiaries conduct its their business as described in the Registration Statement and the Prospectus. Each subsidiary of the company Prospectus and each Subsidiary is duly licensed or qualified to do business in and in good standing as a foreign corporation, partnership, limited liability company company, business trust or limited partnership other organization to transact business and is in all jurisdictions good standing in each jurisdiction in which the nature such qualification is required, whether by reason of the activities conducted by it ownership or leasing of property or the character conduct of the assets owned or leased by it makes such licensing or qualification necessarybusiness, except to the extent that where the failure to be so licensed qualify or qualified or to be in good standing would not reasonably be expected to have result in a Material Adverse Effect.

Due Incorporation; Subsidiaries. The Company has been duly incorporated, is validly existing as a corporation and is in good standing under the laws of its jurisdiction of incorporation. The Company has full corporate power and authority to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. The Company is duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified or be in good standing would not reasonably be expected to have a material adverse effect on the business, properties, assets, business prospects, condition (financial or otherwise), results of operations or capitalization of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”). Each subsidiary “significant subsidiary” of the Company as defined in Rule 405 under the Act (a “Subsidiary”), including but not limited to those listed on Exhibit C attached hereto, has been duly incorporated or formed, is validly existing as a corporation, limited liability company or limited partnership and is in good standing under the laws of its jurisdiction of incorporation or formation, except to the extent that any failure would not reasonably be expected to have a Material Adverse Effect. Each subsidiary of the Company Subsidiary has full corporate, limited liability company or limited partnership power and authority to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. Each subsidiary of the company Subsidiary is duly licensed or qualified to do business in and in good standing as a foreign corporation, limited liability company or limited partnership in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect.