Common use of Organization; Powers; Subsidiaries Clause in Contracts

Organization; Powers; Subsidiaries. The Borrower and its Subsidiaries are duly organized, validly existing and in good standing under the laws of the jurisdiction of their organization, have all requisite power and authority to carry on their business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required. As of the Effective Date, Schedule 3.01 hereto identifies the Borrower and each Subsidiary of the Borrower, 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 equity holders of the Borrower, the Borrower and the other Subsidiaries of the Borrower 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 outstanding shares of capital stock and other equity interests of the Borrower and each Subsidiary of the Borrower are validly issued and outstanding and fully paid and nonassessable and, as of the Effective Date, all such shares and other equity interests indicated on Schedule 3.01 as owned by the equity holders of the Borrower, the Borrower or another Subsidiary of the Borrower are owned, beneficially and of record, by such equity holders of the Borrower, the Borrower or such Subsidiary free and clear of all Liens. As of the Effective Date, each Subsidiary of the Borrower is a Guarantor.

Organization; Powers; Subsidiaries. The Each of the Borrower and its Subsidiaries are each Subsidiary (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of their its organization, have (b) has all requisite power and authority to carry on their its business as now conducted and, and (c) except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, in each case to the extent that the concept of good standing or qualification to do business is applicable in any such jurisdiction. As of the Effective Date, Schedule 3.01 hereto identifies the Borrower and each Subsidiary as of the BorrowerEffective Date (after the consummation of the Acquisition), noting 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 Equity Interests owned by the equity holders of the Borrower, the Borrower and the other Subsidiaries of the Borrower and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All As of the Effective Date, all of the outstanding shares of capital stock and other equity interests Equity Interests of the Borrower and each Subsidiary of the Borrower are validly issued and outstanding and fully paid and nonassessable and, as of the Effective Date, and all such shares and other equity interests Equity Interests indicated on Schedule 3.01 as owned by the equity holders of the Borrower, the Borrower or another Subsidiary of the Borrower are owned, beneficially and of record, by such equity holders of the Borrower, the Borrower or such any Subsidiary free and clear of all Liens, other than Liens created or permitted under the Loan Documents. As of the Effective Date, each Subsidiary there are no outstanding commitments or other obligations of the Borrower is a Guarantoror 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 any Subsidiary.

Organization; Powers; Subsidiaries. The Each of the Borrower and its Subsidiaries are is duly organized, validly existing and in good standing under the laws of the jurisdiction of their its organization, have has all requisite power and authority to carry on their its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required. As of the Effective Date, Schedule 3.01 hereto (as supplemented from time to time) identifies the Borrower and each Subsidiary of (other than as disclosed to the BorrowerAdministrative Agent in writing), noting whether such Subsidiary is a Material Domestic 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 equity holders of the Borrower, the Borrower and the other Subsidiaries of the Borrower 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 outstanding shares of capital stock and other equity interests of the Borrower and each Subsidiary of the Borrower Guarantor are validly issued and outstanding and fully paid and nonassessable and, as of the Effective Date, and all such shares and other equity interests indicated on Schedule 3.01 as owned by the equity holders of the Borrower, the Borrower or another Subsidiary of the Borrower Guarantor are owned, beneficially and of record, by such equity holders of the Borrower, the Borrower or such any Subsidiary Guarantor free and clear of all Liens, other than as permitted under Section 6.02. As of the Effective Date, each Subsidiary There are no outstanding commitments or other obligations of the Borrower is a Guarantoror any Subsidiary Guarantor 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 the Borrower or any Subsidiary, other than as permitted under Section 6.02.

Organization; Powers; Subsidiaries. The Each of the Borrower and its Subsidiaries are each Subsidiary Guarantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of their its organization, have has all requisite power and authority to carry on their its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required. As of the Effective Date, Schedule 3.01 hereto identifies the Borrower and each Subsidiary identifies, as of the Borrowerdate hereof, each Subsidiary, noting whether such Subsidiary is a Material Domestic 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 equity holders of the Borrower, the Borrower and the other Subsidiaries of the Borrower and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All As of the date hereof, all of the outstanding shares of capital stock and other equity interests of the Borrower and each Subsidiary of the Borrower are validly issued and outstanding and fully paid and nonassessable and, as of the Effective Date, and all such shares and other equity interests indicated on Schedule 3.01 as owned by the equity holders of the Borrower, the Borrower or another Subsidiary of the Borrower are owned, beneficially and of record, by such equity holders of the Borrower, the Borrower or such any Subsidiary free and clear of all LiensLiens (except Liens permitted under Section 6.02). As of the Effective Datedate hereof, each Subsidiary there are no outstanding commitments or other obligations of the Borrower is a Guarantoror 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 the Borrower or any Subsidiary, in each case unless otherwise disclosed in the Form 10-K of the Borrower filed October 29, 2007.

Organization; Powers; Subsidiaries. The Each of the Borrower and its Subsidiaries are is duly organizedorganized or formed, validly existing and in good standing under the laws of the jurisdiction of their its organization, have has all requisite power and authority to carry on their its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required. As of the Effective Date (and, upon the occurrence of the Joinder Date, as of the Joinder Date), Schedule 3.01 hereto (as supplemented from time to time) identifies the Borrower and each Subsidiary, noting whether such Subsidiary of the Borroweris a Material Domestic 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 equity holders of the Borrower, the Borrower and the other Subsidiaries of the Borrower 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 outstanding shares of capital stock and other equity interests of the Borrower and each Subsidiary of the Borrower are validly issued and outstanding and fully paid and nonassessable and, as of the Effective Date, and all such shares and other equity interests indicated on Schedule 3.01 as of the Effective Date (and, upon the occurrence of the Joinder Date, as of the Joinder Date), as owned by the equity holders of the Borrower, the Borrower or another Subsidiary of the Borrower are owned, beneficially and of record, by such equity holders of the Borrower, the Borrower or such any Subsidiary free and clear of all Liens. As of , other than Liens created under the Effective Date, each Subsidiary of the Borrower is a GuarantorLoan Documents and Permitted Liens.

Organization; Powers; Subsidiaries. The Each of the Borrower and its Subsidiaries are the other Loan Parties is duly organized, validly existing and in good standing under the laws of the jurisdiction of their its organization, have has all requisite power and authority to carry on their its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required. As Schedule 3.01 to the Disclosure Letter identifies each Subsidiary as of the Term Loan Effective Date, Schedule 3.01 hereto identifies the Borrower and each noting whether such Subsidiary of the Borroweris 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 equity holders of the Borrower, the Borrower and the other Subsidiaries of the Borrower and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law or shares held by nominees on behalf of the Borrower or any Subsidiary as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of the Borrower and each Material Subsidiary of the Borrower are validly issued and outstanding and fully paid and nonassessable and, as of the Effective Date, and all such shares and other equity interests indicated on Schedule 3.01 to the Disclosure Letter as owned by the equity holders of the Borrower, the Borrower or another Subsidiary of the Borrower are owned, beneficially and of record, by such equity holders of the Borrower, the Borrower or such any Subsidiary free and clear of all Liens, other than Liens created under the Collateral Documents. As There are no outstanding commitments or other obligations of the Effective Dateany Material Subsidiary to issue, each Subsidiary and no options, warrants or other rights of the Borrower is a Guarantorany Person to acquire, any shares of any class of capital stock or other equity interests of any Material Subsidiary.

Organization; Powers; Subsidiaries. The Each of the Borrower and its Subsidiaries are the other Loan Parties is duly organized, validly existing and in good standing under the laws of the jurisdiction of their its organization, have has all requisite power and authority to carry on their its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required. As Schedule 3.01 to the Disclosure Letter identifies each Subsidiary as of the Original Effective Date, Schedule 3.01 hereto identifies the Borrower and each noting whether such Subsidiary of the Borroweris 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 equity holders of the Borrower, the Borrower and the other Subsidiaries of the Borrower and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law or shares held by nominees on behalf of the Borrower or any Subsidiary as required by law), a description of each class issued and outstanding. All of the outstanding shares of capital stock and other equity interests of the Borrower and each Material Subsidiary of the Borrower are validly issued and outstanding and fully paid and nonassessable and, as of the Effective Date, and all such shares and other equity interests indicated on Schedule 3.01 to the Disclosure Letter as owned by the equity holders of the Borrower, the Borrower or another Subsidiary of the Borrower are owned, beneficially and of record, by such equity holders of the Borrower, the Borrower or such any Subsidiary free and clear of all Liens, other than Liens created under the Pledge Agreements. As There are no outstanding commitments or other obligations of the Effective Dateany Material Subsidiary to issue, each Subsidiary and no options, warrants or other rights of the Borrower is a Guarantorany Person to acquire, any shares of any class of capital stock or other equity interests of any Material Subsidiary.

Organization; Powers; Subsidiaries. The Each of the Borrower and its Restricted Subsidiaries are is duly organized, validly existing and in good standing under the laws of the jurisdiction of their its organization, have has all requisite power and authority to carry on their its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required. As of the Effective Date, Schedule 3.01 hereto identifies the Borrower and each Subsidiary, noting whether such Subsidiary of the Borroweris a Restricted Subsidiary, an Unrestricted Subsidiary or a Material Domestic 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 equity holders of the Borrower, the Borrower and the other Subsidiaries of the Borrower 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 outstanding shares of capital stock and other equity interests of the Borrower and each Subsidiary of the Borrower are validly issued and outstanding and fully paid and nonassessable and, as of the Effective Date, and all such shares and other equity interests indicated on Schedule 3.01 as owned by the equity holders of the Borrower, the Borrower or another Subsidiary of the Borrower are owned, beneficially and of record, by such equity holders of the Borrower, the Borrower or such any Subsidiary free and clear of all Liens. As of the Effective Date, each Subsidiary There are no outstanding commitments or other obligations of the Borrower is a Guarantoror 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 the Borrower or any Subsidiary.

Organization; Powers; Subsidiaries. The Each of the Borrower and its Subsidiaries are is duly organized, validly existing and in good standing under the laws of the jurisdiction of their its organization, have has all requisite power and authority to carry on their its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required. As of the Restatement Effective Date, Schedule 3.01 hereto identifies the Borrower and each Subsidiary, noting whether such Subsidiary of the Borroweris a Material Domestic 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 equity holders of the Borrower, the Borrower and the other Subsidiaries of the Borrower and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. All As of the Restatement Effective Date, all of the outstanding shares of capital stock and other equity interests of the Borrower and each Subsidiary of the Borrower are validly issued and outstanding and fully paid and nonassessable and, as of the Effective Date, and all such shares and other equity interests indicated on Schedule 3.01 as owned by the equity holders of the Borrower, the Borrower or another Subsidiary of the Borrower are owned, beneficially and of record, by such equity holders of the Borrower, the Borrower or such any Subsidiary free and clear of all Liens. As of the Restatement Effective Date, each Subsidiary there are no outstanding commitments or other obligations of the Borrower is a Guarantoror 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 the Borrower or any Subsidiary.

Organization; Powers; Subsidiaries. The Each of the Borrower and its Subsidiaries are is duly organized, validly existing and in good standing under the laws of the jurisdiction of their its organization, have has all requisite power and authority to carry on their its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required. As of the Effective Date, Schedule 3.01 hereto (as supplemented from time to time with respect to Material Subsidiaries) identifies the Borrower and each Subsidiary, noting whether such Subsidiary of the Borroweris 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 equity holders of the Borrower, the Borrower and the other Subsidiaries of the Borrower 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 outstanding shares of capital stock and other equity interests of the Borrower and each Material Subsidiary of the Borrower are validly issued and outstanding and fully paid and nonassessable and, as of the Effective Date, and all such shares and other equity interests indicated on Schedule 3.01 as owned by the equity holders of the Borrower, the Borrower or another Subsidiary of the Borrower are owned, beneficially and of record, by such equity holders of the Borrower, the Borrower or such any Subsidiary free and clear of all Liens, other than Liens created under the Loan Documents. As of the Effective Date, each Subsidiary There are no outstanding commitments or other obligations of the Borrower is a Guarantoror 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 the Borrower or any Subsidiary, other than pursuant to Convertible Subordinated Indebtedness, employee stock options, employee benefit plans, unvested shares and restricted stock.

Organization; Powers; Subsidiaries. The Each of the Borrower and its Subsidiaries are (other than any Inactive Subsidiary) is duly organized, validly existing and in good standing (to the extent the concept is applicable in such jurisdiction) under the laws of the jurisdiction of their its organization, have has all requisite power and authority to carry on their its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, 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 such qualification is required. As Schedule 3.01 hereto identifies each Subsidiary as of the Effective Date, Schedule 3.01 hereto identifies the Borrower and each Subsidiary of the Borrower, noting 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 equity holders of the Borrower, the Borrower and the other Subsidiaries of the Borrower 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 outstanding shares of capital stock and other equity interests of the Borrower each Subsidiary Guarantor and each First Tier Foreign Subsidiary of pledged to the Borrower Administrative Agent are validly issued and outstanding and fully paid and nonassessable and, as of the Effective Date, and all such shares and other equity interests indicated on Schedule 3.01 as owned by the equity holders of the Borrower, the Borrower or another Subsidiary of the Borrower are owned, beneficially and of record, by such equity holders of the Borrower, the Borrower or such any Subsidiary free and clear of all Liens, other than Liens created under the Loan Documents. As of the Effective DateExcept as provided in Schedule 3.01 hereto, each Subsidiary there are no outstanding commitments or other obligations of the Borrower is a Guarantoror 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 the Borrower or any Subsidiary.