Common use of Due Organization and Good Standing; Subsidiaries Clause in Contracts

Due Organization and Good Standing; Subsidiaries. (a) The Company and each of its Subsidiaries is a corporation or Gesellschaft mit beschränkter Haftung (“G.m.b.H”), duly organized and validly existing and (where such concept is recognized under the laws of the jurisdiction in which it is incorporated) in good standing under the laws of the jurisdiction in which it is organized, and has all requisite corporate power and authority necessary to carry on its business as it is now being conducted. The Company and each of its Subsidiaries is duly qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified would not have a Company Material Adverse Effect. (b) Part 3.1 of the Company Disclosure Schedule lists all Subsidiaries of the Company, together with the jurisdiction of organization of each such Subsidiary. All of the outstanding shares of capital stock or membership interests, as the case may be, of each of the Company’s Subsidiaries are owned directly or indirectly by the Company free and clear of all liens, pledges or encumbrances.

Due Organization and Good Standing; Subsidiaries. (aA) The Each of the Company and each of its the Company Subsidiaries is a corporation or Gesellschaft mit beschränkter Haftung (“G.m.b.H”)duly organized, duly organized and validly existing and (where such concept is recognized under the laws of the jurisdiction in which it is incorporated) in good standing under the laws of the jurisdiction in which it is organizedincorporated, and has all requisite corporate power and authority necessary to own, lease and operate its properties and to carry on its business as it is now being conducted. The Company and each of its the Company Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction state in which the nature of the business conducted by it makes such qualification or license necessary, except where the failure to be so qualified would does not have a Company Material Adverse Effect. (bB) Part 3.1 of the Company Disclosure Schedule lists all Company Subsidiaries in existence as of the Companydate of this Agreement, together with the jurisdiction of organization of each such Subsidiary. All Subsidiary and, if the Company, together with the Company Subsidiaries, does not own all of the outstanding shares equity interests of capital stock or membership interestssuch Company Subsidiary, as the case may be, percentage of each equity interests of the Company’s Subsidiaries are such Company Subsidiary owned directly or indirectly by the Company free and clear of all liens, pledges or encumbrances.the