Incorporation and Good Standing of the. Company and its Subsidiaries. The Company and each of its subsidiaries has been duly incorporated and is validly existing as a corporation and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and its subsidiaries is in good standing under the laws of the jurisdiction of its incorporation. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock of each subsidiary (i) has been duly authorized and validly issued, is fully paid and nonassessable and is owned by the Company, directly or through subsidiaries, and (ii) is free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim, except as pledged in connection with the Credit Facility (as defined in the Prospectus), otherwise disclosed in the Prospectus or any amendments or supplements thereto. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21 to the Registration Statement or the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 1997, except such subsidiaries as are not required to be disclosed or as otherwise disclosed in the Prospectus or any amendments or supplements thereto.
Incorporation and Good Standing of the. Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock of each subsidiary (i) has been duly authorized and validly issued, is fully paid and nonassessable and is owned by the Company, directly or through subsidiaries, and (ii) simultaneously with the closing on the First Closing Date will be free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim, except as otherwise disclosed in the Prospectus or any amendments or supplements thereto. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21 to the Registration Statement, except as otherwise disclosed in the Prospectus or any amendments or supplements thereto.
Incorporation and Good Standing of the. Issuers and the Guarantors (Other than the Parent). Each of the Issuers and each Guarantor (other than the Parent) has been duly incorporated or formed, is validly existing and in good standing (to the extent such concept is applicable) under the laws of the jurisdiction of its organization, has the corporate or other organizational power and authority to own its property and to conduct its business as described in the Pricing Disclosure Package and the Offering Memorandum and is duly qualified to transact business and is in good standing (to the extent such concept is applicable) in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. Except as described in the Pricing Disclosure Package and the Offering Memorandum, all of the issued and outstanding capital stock or ownership interests of the Issuers and each Guarantor (other than the Parent) has been duly authorized and validly issued, is fully paid and non-assessable and is, or, after the Combination (in the case of the Comet Guarantors), will be owned by the Parent, directly or through subsidiaries, free and clear of any security interest, lien, option, claim or other encumbrance (collectively, “Liens”), except (i) those that are disclosed in the Pricing Disclosure Package and the Offering Memorandum and (ii) those that would not, individually or in the aggregate, have a Material Adverse Effect.
Incorporation and Good Standing of the. Company and its Subsidiaries 8
Incorporation and Good Standing of the. Operating Partnership, the Company, and their Respective Subsidiaries. Each of the Operating Partnership, the Company, and their respective subsidiaries has been duly incorporated or formed, as applicable, and is validly existing as a corporation, limited partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable, and has the corporate, limited partnership or limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and, in the case of the Operating Partnership and the Company, to enter into and perform its obligations under this Agreement, the Indenture and the Notes. Each of the Operating Partnership, the Company, and each subsidiary is duly qualified as a foreign corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Effect. Other than the Operating Partnership with respect to the Company, neither the Operating Partnership nor the Company owns or controls, directly or indirectly, any corporation, association or other entity that would be deemed a Significant Subsidiary (as such term is defined in Rule 405 under the 1933 Act).
