Common use of Good Standing of the Company and the Subsidiaries Clause in Contracts

Good Standing of the Company and the Subsidiaries. The Company and each of the Subsidiaries that is a corporation organized under the laws of a jurisdiction of the United States has been duly incorporated and the Company and each Subsidiary that is a corporation organized under the laws of a jurisdiction of the United States is validly existing in good standing as a corporation under the laws of its jurisdiction of incorporation, with the requisite corporate power and authority to own its properties and conduct its business as now conducted as described in the Prospectuses, and is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on the business, condition (financial or other) or results of operations of the Company and the Subsidiaries, taken as a whole (any such event a "Material Adverse Effect"); the Company and each of the Subsidiaries that is not a corporation organized under the laws of a jurisdiction of the United States has been duly organized and is validly existing under the laws of the jurisdiction in which it is so organized, with the requisite power and authority to own its properties and conduct its business as now conducted and as described in the Prospectuses; except as set forth in Schedule D hereto (collectively, the "Subsidiaries"), the Company does not have any subsidiaries or own directly or indirectly any of the capital stock or other equity securities of any other person; all of the outstanding shares of capital stock of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and were not issued in violation of any preemptive or similar rights and, except pursuant to the Amended and Restated Credit Agreement, dated as of June 30, 1997 (the "Credit Agreement"), among the Company, Canadian Imperial Bank of Commerce, Merr▇▇▇ ▇▇▇c▇ ▇▇▇ital Corporation, Dresdner Bank AG and the several lenders thereunder, are owned free and clear of all liens, encumbrances, equities and restrictions on transferability (other than those imposed by the 1933 Act and the state securities or "Blue Sky" laws); except as set forth in the Prospectuses, no options, warrants or other rights to purchase from the Company or any Subsidiary, agreements or other obligations of the Company or any Subsidiary or other rights to convert any obligation into, or exchange any securities for, shares of capital stock of or ownership interests in any Subsidiary, are outstanding.