Common use of Organization; Powers; Subsidiaries Clause in Contracts

Organization; Powers; Subsidiaries. Each of Holdings, the Borrower and each Restricted Subsidiary (i) is duly organized and validly existing in good standing (or its equivalent) under the laws of the jurisdiction of its organization, (ii) has the power and authority to own its property and assets and to transact the business in which it is engaged and presently proposes to engage and (iii) is duly qualified and is authorized to do business and is in good standing (or its equivalent) in all jurisdictions where it is required to be so qualified (or its equivalent) and where the failure to be so qualified has had, or could reasonably be expected to have, a Material Adverse Effect. Schedule 3.01 correctly sets forth, as of the Closing Date, (i) the percentage ownership (direct and indirect) of the Company in each class of capital stock or other Equity Interests of each of its Subsidiaries and also identifies the direct owner thereof and (ii) the jurisdiction of organization of each such Subsidiary. All outstanding shares of capital stock or other Equity Interests of each Subsidiary of the Company have been duly and validly issued, are fully paid and non-assessable and have been issued free of preemptive rights. Except as set forth on Part B of Schedule 3.01 attached hereto, no Subsidiary of the Company, as of the Closing Date, has outstanding: (i) any securities convertible into or exchangeable for its capital stock or other Equity Interests, (ii) any right to subscribe for or to purchase, or any options or warrants for the purchase of, or any agreement providing for the issuance (contingent or otherwise) of or any calls, commitments or claims of any character relating to, its capital stock or (iii) other Equity Interests or any stock appreciation or similar rights.

Organization; Powers; Subsidiaries. Each of Holdings, the Borrower Company and each Restricted Subsidiary (i) is duly organized and validly existing in good standing (or its equivalent) under the laws of the jurisdiction of its organization, (ii) has the power and authority to own its property and assets and to transact the business in which it is engaged and presently proposes to engage and (iii) is duly qualified and is authorized to do business and is in good standing (or its equivalent) in all jurisdictions where it is required to be so qualified (or its equivalent) and where the failure to be so qualified has had, or could reasonably be expected to have, a Material Adverse Effect. Schedule 3.01 correctly sets forth, as of the Closing Date, (i) the percentage ownership (direct and indirect) of the Company in each class of capital stock or other Equity Interests of each of its Subsidiaries and also identifies the direct owner thereof and (ii) the jurisdiction of organization of each such Subsidiary. All outstanding shares of capital stock or other Equity Interests of each Subsidiary of the Company have been duly and validly issued, are fully paid and non-assessable and have been issued free of preemptive rights. Except as set forth on Part B of Schedule 3.01 attached hereto, no Subsidiary of the Company, as of the Closing Date, has outstanding: (i) any securities convertible into or exchangeable for its capital stock or other Equity Interests, (ii) any right to subscribe for or to purchase, or any options or warrants for the purchase of, or any agreement providing for the issuance (contingent or otherwise) of or any calls, commitments or claims of any character relating to, its capital stock or (iii) other Equity Interests or any stock appreciation or similar rights.

Organization; Powers; Subsidiaries. Each of Holdings, the Borrower and each Restricted Subsidiary its Subsidiaries (ia) is duly organized and or incorporated, as the case may be, validly existing and in good standing (or its equivalentto the extent the concept is applicable in such jurisdiction) under the laws of the jurisdiction of its organizationorganization or incorporation (as applicable), (iib) has all requisite organizational power and authority to carry on its business as now conducted and (c) is qualified to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, in any such case of clauses (a) (solely with respect to the good standing status of any Subsidiary), (b) (solely with respect to the power and authority to own its property and assets and to transact the business in which it is engaged and presently proposes to engage of any Subsidiary) and (iii) is duly qualified and is authorized to do business and is in good standing (or its equivalent) in all jurisdictions where it is required to be so qualified (or its equivalent) and c), except where the failure to be do so qualified has had, or could not reasonably be expected to have, result in a Material Adverse Effect. Schedule 3.01 correctly sets forth, hereto identifies each Subsidiary as of the Closing Effective Date, (i) the jurisdiction of its incorporation or organization, as the case may be, the percentage ownership (direct of issued and indirect) outstanding shares of the Company in each class of its capital stock or other Equity Interests of each of its equity interests owned by the Company and the other Subsidiaries and also identifies the direct owner thereof and, if such percentage is not 100% (excluding (i) directors’ qualifying shares and (ii) shares issued to foreign nationals to the jurisdiction of organization extent required by applicable law), a description of each such Subsidiaryclass issued and outstanding. All of the outstanding shares of capital stock or and other Equity Interests equity interests of each Material Subsidiary of the Company have been duly are validly issued and validly issued, are outstanding and fully paid and non-assessable nonassessable and have been issued free of preemptive rights. Except as set forth all such shares and other equity interests indicated on Part B of Schedule 3.01 attached heretoas owned by the Company or another Subsidiary are owned, no beneficially and of record, by the Company or any Subsidiary of the Company, as of the Closing DateEffective Date free and clear of all Liens, has outstanding: (i) any securities convertible into or exchangeable for its capital stock or other Equity Interests, (ii) any right than Liens permitted pursuant to subscribe for or to purchase, or any options or warrants for the purchase of, or any agreement providing for the issuance (contingent or otherwise) of or any calls, commitments or claims of any character relating to, its capital stock or (iii) other Equity Interests or any stock appreciation or similar rightsSection 6.02.

Organization; Powers; Subsidiaries. Each of Holdings, the Borrower Loan Parties and each Restricted Subsidiary the Material Subsidiaries (ia) is duly organized and or incorporated, as the case may be, validly existing and in good standing (or its equivalentto the extent the concept is applicable in such jurisdiction) under the laws of the jurisdiction of its organizationorganization or incorporation (as applicable), (iib) has all requisite organizational power and authority to carry on its business as now conducted and (c) is qualified to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, every jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, in any such case of clauses (a) (solely with respect to the good standing status of any such Subsidiary that is not a Loan Party), (b) (solely with respect to the power and authority to own its property and assets and to transact the business in which it of any such Subsidiary that is engaged and presently proposes to engage not a Loan Party) and (iii) is duly qualified and is authorized to do business and is in good standing (or its equivalent) in all jurisdictions where it is required to be so qualified (or its equivalent) and c), except where the failure to be do so qualified has had, or could not reasonably be expected to have, result in a Material Adverse Effect. Schedule 3.01 correctly sets forth, hereto identifies each Subsidiary as of the Closing Effective Date, (i) noting whether such Subsidiary is a Material Domestic Subsidiary and/or a Material Subsidiary as of the Effective Date, the jurisdiction of its incorporation or organization, as the case may be, the percentage ownership (direct of issued and indirect) outstanding shares of the Company in each class of its capital stock or other Equity Interests of each of its equity interests owned by the Borrower and the other Subsidiaries and also identifies the direct owner thereof and, if such percentage is not 100% (excluding (i) directors’ qualifying shares and (ii) shares issued to foreign nationals to the jurisdiction of organization extent required by applicable law), a description of each such Subsidiaryclass issued and outstanding. All of the outstanding shares of capital stock or and other Equity Interests equity interests of each Material Subsidiary of the Company have been duly are validly issued and validly issued, are outstanding and fully paid and non-assessable nonassessable and have been issued free of preemptive rights. Except as set forth all such shares and other equity interests indicated on Part B of Schedule 3.01 attached heretoas owned by the Borrower or another Subsidiary are owned, no beneficially and of record, by the Borrower or any Subsidiary of the Company, as of the Closing DateEffective Date free and clear of all Liens, has outstanding: (i) any securities convertible into or exchangeable for its capital stock or other Equity Interests, (ii) any right than Liens permitted pursuant to subscribe for or to purchase, or any options or warrants for the purchase of, or any agreement providing for the issuance (contingent or otherwise) of or any calls, commitments or claims of any character relating to, its capital stock or (iii) other Equity Interests or any stock appreciation or similar rightsSection 6.02.

Organization; Powers; Subsidiaries. Each of Holdings, the Borrower Company and each Restricted Subsidiary of its Subsidiaries (i) is duly organized and validly existing in good standing (or its equivalent) under the laws of the jurisdiction of its organization, (ii) has the power and authority to own its property and assets and to transact the business in which it is engaged and presently proposes to engage and (iii) is duly qualified and is authorized to do business and is in good standing (or its equivalent) in all jurisdictions where it is required to be so qualified (or its equivalent) and where the failure to be so qualified has had, or could reasonably be expected to have, a Material Adverse Effect. Schedule 3.01 correctly sets forth, as of the Closing Date, (i) the percentage ownership (direct and indirect) of the Company in each class of capital stock or other Equity Interests of each of its Subsidiaries and also identifies the direct owner thereof and (ii) the jurisdiction of organization of each such Subsidiary. All outstanding shares of capital stock or other Equity Interests of each Subsidiary of the Company have been duly and validly issued, are fully paid and non-assessable and have been issued free of preemptive rights. Except as set forth on Part B of Schedule 3.01 attached hereto, no Subsidiary of the Company, as of the Closing Date, has outstanding: (i) any securities convertible into or exchangeable for its capital stock or other Equity Interests, (ii) any right to subscribe for or to purchase, or any options or warrants for the purchase of, or any agreement providing for the issuance (contingent or otherwise) of or any calls, commitments or claims of any character relating to, its capital stock or (iii) other Equity Interests or any stock appreciation or similar rights.

Organization; Powers; Subsidiaries. Each of Holdings, the Borrower Company and each Restricted Subsidiary (i) its Subsidiaries is duly organized and organized, validly existing and in good standing (or its equivalentto the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, (ii) has the all requisite power and authority to own carry on its property and assets and business as now conducted and, except where the failure to transact do so, individually or in the business aggregate, could not reasonably be expected to result in which it a Material Adverse Effect, is engaged and presently proposes to engage and (iii) is duly qualified and is authorized to do business in, and is in good standing (or its equivalent) in all jurisdictions in, every jurisdiction where it such qualification is required to be so qualified (or its equivalent) and except where the failure to be so qualified has hadqualified, individually or in the aggregate, could not reasonably be expected to have, result in a Material Adverse Effect. Schedule 3.01 correctly sets forth, hereto identifies as of the Closing DateEffective Date each Subsidiary, (i) the jurisdiction of its incorporation or organization, as the case may be, the percentage ownership of issued and outstanding shares of each class of its capital stock or other Equity Interests owned by the Company and the other Subsidiaries and, if such percentage is not 100% (direct excluding directors’ qualifying shares as required by law), a description of each class issued and indirect) outstanding. All of the outstanding shares of capital stock and other Equity Interests of each Subsidiary are validly issued and outstanding and fully paid and nonassessable and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Company or another Subsidiary are as of the Effective Date owned, beneficially and of record, by the Company or such Subsidiary free and clear of all Liens, other than Liens created by the Collateral Documents and inchoate tax and ERISA Liens. There are no outstanding commitments or other obligations of the Company in each or any Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other Equity Interests of each of its Subsidiaries and also identifies the direct owner thereof and (ii) the jurisdiction of organization of each such Subsidiary. All outstanding shares of capital stock or other Equity Interests of each Subsidiary equity interests of the Company have been duly and validly issued, are fully paid and non-assessable and have been issued free of preemptive rights. Except as set forth on Part B of Schedule 3.01 attached hereto, no Subsidiary of the Company, as of the Closing Date, has outstanding: (i) any securities convertible into or exchangeable for its capital stock or other Equity Interests, (ii) any right to subscribe for or to purchase, or any options or warrants for the purchase of, or any agreement providing for the issuance (contingent or otherwise) of or any calls, commitments or claims of any character relating to, its capital stock or (iii) other Equity Interests or any stock appreciation or similar rightsSubsidiary.

Organization; Powers; Subsidiaries. Each of Holdings, the Borrower Company and each Restricted Subsidiary of its Subsidiaries (i) is duly organized and validly existing in good standing (or its equivalent) under the laws of the jurisdiction of its organization, (ii) has the power and authority to own its property and assets and to transact the business in which it is engaged and presently proposes to engage and (iii) is duly qualified and is authorized to do business and is in good standing (or its equivalent) in all jurisdictions where it is required to be so qualified (or its equivalent) and where the failure to be so qualified has had, or could reasonably be expected to have, a Material Adverse Effect. Schedule 3.01 correctly sets forth, as of the Closing Restatement Effective Date, (i) the percentage ownership (direct and indirect) of the Company in each class of capital stock or other Equity Interests of each of its Subsidiaries and also identifies the direct owner thereof and (ii) the jurisdiction of organization of each such Subsidiary. All outstanding shares of capital stock or other Equity Interests of each Subsidiary of the Company have been duly and validly issued, are fully paid and non-assessable and have been issued free of preemptive rights. Except as set forth on Part B of Schedule 3.01 attached hereto, no Subsidiary of the Company, as of the Closing Restatement Effective Date, has outstanding: (i) any securities convertible into or exchangeable for its capital stock or other Equity Interests, (ii) any right to subscribe for or to purchase, or any options or warrants for the purchase of, or any agreement providing for the issuance (contingent or otherwise) of or any calls, commitments or claims of any character relating to, its capital stock or (iii) other Equity Interests or any stock appreciation or similar rights.

Organization; Powers; Subsidiaries. Each of Holdings, the Borrower Company and each Restricted Subsidiary (i) its Subsidiaries is duly organized and organized, validly existing and in good standing (or its equivalentto the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, (ii) except, in the case of Subsidiaries that are not Loan Parties, where the failure to so be in good standing, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect), has the all requisite power and authority to own carry on its property and assets and business as now conducted and, except where the failure to transact do so, individually or in the business aggregate, could not reasonably be expected to result in which it a Material Adverse Effect, is engaged and presently proposes to engage and (iii) is duly qualified and is authorized to do business in, and is in good standing (or its equivalentto the extent such concept is applicable) in all jurisdictions in, every jurisdiction where it such qualification is required to be so qualified (or its equivalent) and where the failure to be so qualified has had, or could reasonably be expected to have, a Material Adverse Effectrequired. Schedule 3.01 correctly sets forthhereto (as supplemented from time to time) identifies each Subsidiary, noting whether such Subsidiary is a Material Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by the Company and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the Closing Dateoutstanding shares of capital stock and other equity interests of each Subsidiary are validly issued and outstanding and fully paid and nonassessable and all such shares and other equity interests indicated on Schedule 3.01 as owned by the Company or another Subsidiary are owned, (i) beneficially and of record, by the percentage ownership (direct Company or any Subsidiary free and indirect) clear of all Liens. Except as set forth on Schedule 3.01, there are no outstanding commitments or other obligations of the Company in each or any Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other Equity Interests of each of its Subsidiaries and also identifies the direct owner thereof and (ii) the jurisdiction of organization of each such Subsidiary. All outstanding shares of capital stock or other Equity Interests of each Subsidiary equity interests of the Company have been duly and validly issued, are fully paid and non-assessable and have been issued free of preemptive rightsor any Subsidiary. Except as set forth on Part B of Schedule 3.01 attached hereto, no Subsidiary For the purposes of the Company, as Council of the Closing DateEuropean Union Regulations No. 1346/2000 on Insolvency Proceedings dated May 29, has outstanding: 2000 (i) any securities convertible into or exchangeable for its capital stock or other Equity Interestsas amended from time to time, the “Regulation”), each Dutch Borrower’s centre of main interests (ii) any right to subscribe for or to purchase, or any options or warrants for the purchase of, or any agreement providing for the issuance (contingent or otherwiseas that term in used in Article 3(1) of the Regulation) is situated in its jurisdiction of incorporation and it has no “establishment” (as that term is used in Article 2(h) of the Regulation) in any other jurisdiction. There is no works council with jurisdiction over the transaction as envisaged by any Loan Document to which a Dutch Borrower or any calls, commitments a Dutch Subsidiary Guarantor is a party and there is no obligation for a Dutch Borrower or claims of any character relating to, its capital stock or a Dutch Subsidiary Guarantor to establish a works council pursuant to the Dutch Works Council Act (iii) other Equity Interests or any stock appreciation or similar rightsWet op de Ondernemingsraden).