Common use of Parent and Subsidiaries Clause in Contracts

Parent and Subsidiaries. The Parent and each subsidiary of the Company listed on Schedule B hereto have been duly organized, and are validly existing and in good standing under the laws of the jurisdiction of their organization, with power and authority (limited liability company, corporate or other, as applicable) to own or lease their properties and conduct its business as described in the Offering Memorandum and, in the case of the Guarantors, to enter into and perform their obligations under each of the Transaction Documents that they are parties to; and the Parent and each such subsidiary of the Company are duly qualified to do business as a foreign organization in good standing in all other jurisdictions in which their ownership or lease of property or the conduct of their business requires such qualification except where the failure to be so qualified would not, individually or in the aggregate, result in a Material Adverse Effect; all of the issued and outstanding capital stock (or other applicable equity interests) of each such subsidiary of the Parent has been duly authorized and validly issued and is fully paid and nonassessable (to the extent such concept is applicable in such entity’s jurisdiction of organization); and except as disclosed in the Offering Memorandum, the capital stock (or other applicable equity interests) of the Parent and each such subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects, other than such liens and encumbrances arising from the Existing Term Loan Credit Agreement and ABL Facility.