Common use of Qualification, Organization, Subsidiaries, etc Clause in Contracts

Qualification, Organization, Subsidiaries, etc. (a) Each of the Company and the Company Subsidiaries is a legal entity duly organized, validly existing and, where relevant, in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or, where relevant, in good standing, or to have such power or authority, has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has filed with the SEC, prior to the date of this Agreement, a complete and accurate copy of the Company Governing Documents as amended to the date hereof. The Company Governing Documents are in full force and effect and the Company is not in violation of either of the Company Governing Documents. The Company has made available to Parent complete and accurate copies the certificates of incorporation and bylaws, or equivalent organizational or governing documents, of each of the Company’s “significant subsidiaries” (as defined in Regulation S-X promulgated under the Securities Act) (each, a “Significant Company Subsidiary”), each as currently in effect. (b) All the issued and outstanding shares of capital stock of, or other equity interests in, each Company Subsidiary have been validly issued and are fully paid and nonassessable and are wholly owned, directly or indirectly, by the Company free and clear of all Liens, other than Permitted Liens. Section 4.1(b) of the Company Disclosure Letter sets forth a true and correct structure chart showing each Subsidiary of the Company (including its direct and indirect owners and jurisdiction of organization or formation) and each Person in which the Company or any Company Subsidiary owns an equity or other economic interest.

Qualification, Organization, Subsidiaries, etc. (a) Each of the Company Danube and the Company its Subsidiaries is a legal entity duly organized, validly existing and, where relevant, in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or, where relevant, in good standing, or to have such power or authority, has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to be materially adverse to Danube and its Subsidiaries, taken as a Company Material Adverse Effectwhole. The Company has filed with the SEC, prior to the date of this Agreement, a complete and accurate copy of the Company Governing Documents as amended to the date hereof. The Company Danube Governing Documents are in full force and effect effect, and the Company Danube is not in violation of either in any material respect of the Company Danube Governing Documents. The Company has made available to Parent complete and accurate copies the certificates of incorporation and bylaws, or equivalent organizational or governing documents, of each of the Company’s “significant subsidiaries” (as defined in Regulation S-X promulgated under the Securities Act) (each, a “Significant Company Subsidiary”), each as currently in effect. (b) All the issued and outstanding shares of capital stock of, or other equity interests in, each Company Danube Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable (except to the extent such concepts are not applicable under applicable Law of such Subsidiary’s jurisdiction of incorporation or organization, as applicable) and are wholly owned, directly or indirectly, by the Company Danube free and clear of all Liens, Liens (other than Permitted Liensany restrictions imposed by applicable Law and securities exchanges). Section 4.1(b) Except for the equity securities of the Company Disclosure Letter sets forth a true Danube Subsidiaries and correct structure chart showing each Subsidiary the Minority Interests, neither Danube nor any of the Company (including its direct and indirect owners and jurisdiction of organization Danube Subsidiaries own, directly or formation) and each Person in which the Company or indirectly, any Company Subsidiary owns an equity capital stock or other economic interestequity securities of any Person.

Qualification, Organization, Subsidiaries, etc. (a) Each of the Company Cyclone, Merger Sub and the Company Cyclone Subsidiaries is a legal entity duly organized, validly existing and, where relevant, in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or, where relevant, in good standing, or to have such power or authority, has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Cyclone Material Adverse Effect. The Company has filed with True and complete copies of the SECArticles of Association of Cyclone as amended through, prior to and as in effect as of, the date of this Agreement, a complete Agreement (the "Cyclone Articles of Association") and accurate copy the Bylaws of the Company Governing Documents Cyclone Board of Directors, as amended to through, and as in effect as of, the date hereofof this Agreement (the "Cyclone Bylaws"), have been previously made available to Hurricane. The Company Cyclone Governing Documents are in full force and effect and the Company Cyclone is not in violation of either of the Company Cyclone Governing Documents. The Company has made available to Parent complete and accurate copies the certificates of incorporation and bylaws, or equivalent organizational or governing documents, of each of the Company’s “significant subsidiaries” (as defined Documents in Regulation S-X promulgated under the Securities Act) (each, a “Significant Company Subsidiary”), each as currently in effectany material respect. (b) All the issued and outstanding shares of capital stock of, or other equity interests in, each Company Cyclone Subsidiary have been validly issued and are fully paid and nonassessable non-assessable and are wholly owned, directly or indirectly, by the Company Cyclone free and clear of all Liens, other than Cyclone Permitted Liens. Section 4.1(b) of the Company Disclosure Letter sets forth Cyclone has provided Hurricane with a true and correct structure chart showing each Subsidiary complete list of all Cyclone Subsidiaries as of the Company (including its direct and indirect owners and jurisdiction date of organization or formation) and each Person in which the Company or any Company Subsidiary owns an equity or other economic interestthis Agreement.

Qualification, Organization, Subsidiaries, etc. (a) Each member of the Company and the Company Subsidiaries Belpointe REIT Group is a legal entity duly organized, validly existing and, where relevant, and in good standing under the Laws laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and conducted. Each member of the Belpointe REIT Group is qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or, where relevant, in good standing, (i) has not and would not reasonably be expected to have, individually or to have such power or authorityin the aggregate, a Material Adverse Effect, and (ii) has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has filed with Effect on the SEC, ability of Belpointe REIT to consummate the Transactions prior to the date of this Agreement, a Outside Date. Belpointe REIT has made available to Belpointe PREP complete and accurate copy copies of the Company Belpointe REIT Governing Documents as amended to and the date hereoforganizational or governing documents of each other member of the Belpointe REIT Group. The Company Belpointe REIT Governing Documents Documents, and the organizational or governing documents of each other member of the Belpointe REIT Group, are in full force and effect and no member of the Company Belpointe REIT Group is not in violation of either of the Company Governing Documents. The Company has made available to Parent complete and accurate copies the certificates of incorporation and bylaws, or equivalent organizational or governing documents, of each of the Company’s “significant subsidiaries” (as defined in Regulation S-X promulgated under the Securities Act) (each, a “Significant Company Subsidiary”), each as currently in effectthereof. (b) All of the issued and outstanding shares of capital stock of, or other equity interests in, each Company Subsidiary member of the Belpointe REIT Group have been validly issued and issued, are fully paid and paid, nonassessable and are wholly owned, directly or indirectly, by the Company free and clear of all Liens, other than Permitted Liens. Section 4.1(b) of the Company Disclosure Letter sets forth a true and correct structure chart showing each Subsidiary of the Company (including its direct and indirect owners and jurisdiction of organization or formation) and each Person in which the Company or any Company Subsidiary owns an equity or other economic interest.

Qualification, Organization, Subsidiaries, etc. (a) Each of the Company TiVo and the Company its Subsidiaries is a legal entity duly organized, validly existing and, where relevant, and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or, where relevant, or in good standing, or to have such power or authority, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company TiVo Material Adverse Effect. The Company has filed with the SEC, prior to the date of this Agreement, a complete and accurate copy of the Company Governing Documents as amended to the date hereof. The Company Governing Documents are in full force and effect and the Company is not in violation of either of the Company Governing Documents. The Company has made available to Parent complete and accurate copies the certificates of incorporation and bylaws, or equivalent organizational or governing documents, of each of the Company’s “significant subsidiaries” (as defined in Regulation S-X promulgated under the Securities Act) (each, a “Significant Company Subsidiary”), each as currently in effect. (b) Section 3.1(b) of the TiVo Disclosure Schedule sets forth a complete and correct list of each Subsidiary of TiVo. Section 3.1(b) of the TiVo Disclosure Schedule also sets forth the jurisdiction of organization and percentage of outstanding equity interests (including partnership interests and limited liability company interests) owned by TiVo or its Subsidiaries of each such Subsidiary. All the equity interests (including partnership interests and limited liability company interests) of such Subsidiaries held by TiVo or by any other Subsidiary have been duly and validly authorized and are validly issued, fully paid and non-assessable and were not issued in violation of any preemptive or similar rights, purchase option, call or right of first refusal or similar rights. All such equity interests owned by TiVo or its Subsidiaries are free and outstanding shares clear of any Liens, other than Permitted Liens and restrictions imposed by applicable Law. Other than TiVo’s Subsidiaries, neither TiVo nor any of its Subsidiaries owns any capital stock or, or other equity or voting interests of any nature in, or any interest convertible into or exchangeable or exercisable for, capital stock of, or other equity or voting interests of any nature in, each Company Subsidiary have been validly issued any other Person. (c) TiVo has delivered or made available to Rovi a copy of the certificate or articles of incorporation and are fully paid and nonassessable and are wholly owned, directly by-laws (or indirectly, by the Company free and clear of all Liens, other than Permitted Liens. Section 4.1(blike organizational documents) of TiVo and each of its Subsidiaries, and each such copy is true, correct and complete and each such instrument is in full force and effect. TiVo is not in violation of any of the Company Disclosure Letter sets forth a true and correct structure chart showing each provisions of its certificate of incorporation or by-laws. Each Subsidiary of TiVo is not in violation of any of the Company provisions of its respective certificate or articles of incorporation or by-laws (including its direct and indirect owners and jurisdiction of organization or formation) and each Person in which the Company or any Company Subsidiary owns an equity or other economic interestlike organizational documents).

Qualification, Organization, Subsidiaries, etc. (a) Each of the Company and the Company Subsidiaries Mavericks is a legal entity duly organizedincorporated, validly existing and, where relevant, and in good standing under the Laws of its respective jurisdiction the State of organization and Delaware. Mavericks has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a Mavericks Material Adverse Effect. Mavericks is qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or, where relevant, or in good standing, or to have such power or authority, has not had and standing would not reasonably be expected to have, individually or in the aggregate, a Company Mavericks Material Adverse Effect. (b) Each of Mavericks’ Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a Mavericks Material Adverse Effect. The Company Each of Mavericks’ Subsidiaries has filed with all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the SECfailure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a Mavericks Material Adverse Effect. Each of Mavericks’ Subsidiaries is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Mavericks Material Adverse Effect. (c) Mavericks made available to Rockets prior to the date of this Agreement, hereof a true and complete and accurate copy of the Company Governing Documents as amended to the date hereof. The Company Governing Documents are in full force and effect and the Company is not in violation of either of the Company Governing Documents. The Company has made available to Parent complete and accurate copies the certificates Mavericks’ certificate of incorporation and bylaws, or equivalent organizational or governing documentseach as amended through the date hereof (collectively, of each of the Company’s “significant subsidiaries” (as defined in Regulation S-X promulgated under the Securities Act) (each, a “Significant Company SubsidiaryMavericks Organizational Documents”), each as currently in effect. (b) All the issued and outstanding shares of capital stock of, or other equity interests in, each Company Subsidiary have been validly issued and are fully paid and nonassessable and are wholly owned, directly or indirectly, by the Company free and clear of all Liens, other than Permitted Liens. Section 4.1(b) of the Company Disclosure Letter sets forth a true and correct structure chart showing each Subsidiary of the Company (including its direct and indirect owners and jurisdiction of organization or formation) and each Person in which the Company or any Company Subsidiary owns an equity or other economic interest.

Qualification, Organization, Subsidiaries, etc. (a) Each of the Company and the Company its Subsidiaries is a legal entity duly organized, validly existing and, where relevant, and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or, where relevant, or in good standing, or to have such power or authority, has not had and would not reasonably be expected to haveto, individually or in the aggregate, have a Company Material Adverse Effect. The Company has filed with Effect or prevent or materially impair or delay the SEC, prior to the date of this Agreement, a complete and accurate copy ability of the Company Governing Documents as amended to consummate the date hereof. The Company Governing Documents are in full force and effect and the Company is not in violation of either of the Company Governing DocumentsMerger. The Company has made available to Parent true, complete and accurate correct copies of the certificates certificate of incorporation and bylaws, or equivalent organizational or governing documents, of each bylaws of the Company’s “significant subsidiaries” (Company in effect as defined in Regulation S-X promulgated under of the Securities Act) (each, a “Significant Company Subsidiary”), each as currently in effectdate of this Agreement. (b) All the issued and outstanding shares of capital stock of, or other equity interests in, each Company Subsidiary have been validly issued and are fully paid and nonassessable and are wholly owned, directly or indirectly, by the Company free and clear of all Liens, other than Permitted Liens. Section 4.1(b3.1(b) of the Company Disclosure Letter sets forth a true and correct structure chart showing complete list of each Subsidiary of the Company, each such Subsidiary’s jurisdiction of incorporation and its authorized, issued and outstanding shares of capital stock, if any, that are not owned by the Company or its Subsidiaries. All of the outstanding equity interests of each Subsidiary of the Company (including its direct are duly authorized, validly issued, fully paid and indirect owners nonassessable, and jurisdiction of organization or formation) and each Person in which are owned by the Company or its Subsidiaries, free and clear of all Liens (other than Liens pursuant to the Existing Credit Facilities). Other than as set forth in Section 3.1(b) of the Company Disclosure Letter, the Company or its Subsidiaries do not, directly or indirectly, (i) own, of record or beneficially, or (ii) have the right to acquire, in each case, any Company Subsidiary owns an equity stock, partnership interest or joint venture interest or other economic interestequity ownership interest in any other Person. No Subsidiary of the Company owns any equity interests of the Company or securities convertible into or exchangeable for such equity interests. The Company has made available to Parent true, complete and correct copies of the certificate of incorporation and bylaws or other equivalent organizational documents of each Subsidiary of the Company in effect as of the date of this Agreement.

Qualification, Organization, Subsidiaries, etc. (a) Each of the Company Amazon and the Company its Subsidiaries is a legal entity duly organized, validly existing and, where relevant, in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or, where relevant, in good standing, or to have such power or authority, has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to be materially adverse to Amazon and its Subsidiaries, taken as a Company Material Adverse Effectwhole. The Company Amazon has filed with the SEC, prior to the date of this Agreement, a complete and accurate copy copies of the Company Amazon Governing Documents Document as amended to the date hereof. The Company Amazon Governing Documents are Document is in full force and effect and the Company Amazon is not in violation of either in any material respect of the Company Amazon Governing Documents. The Company has made available to Parent complete and accurate copies the certificates of incorporation and bylaws, or equivalent organizational or governing documents, of each of the Company’s “significant subsidiaries” (as defined in Regulation S-X promulgated under the Securities Act) (each, a “Significant Company Subsidiary”), each as currently in effectDocument. (b) All the issued and outstanding shares of capital stock of, or other equity interests in, each Company Amazon Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable (except to the extent such concepts are not applicable under the applicable Law of such Subsidiary’s jurisdiction of incorporation or organization, as applicable) and are wholly owned, directly or indirectly, by the Company Amazon free and clear of all Liens, Liens (other than Permitted Liensany restrictions imposed by applicable Law and securities exchanges). Section 4.1(b) Except for the equity securities of the Company Disclosure Letter sets forth a true and correct structure chart showing each Subsidiary Amazon Subsidiaries, neither Amazon nor any of the Company (including its direct and indirect owners and jurisdiction of organization Amazon Subsidiaries own, directly or formation) and each Person in which the Company or indirectly, any Company Subsidiary owns an equity capital stock or other economic interestequity securities of any Person.

Qualification, Organization, Subsidiaries, etc. (a) Parent is a corporation duly incorporated and validly subsisting under the Canada Business Corporations Act (the “CBCA”). Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each of the Company Parent and the Company Subsidiaries Merger Sub has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each Parent Subsidiary other than Merger Sub is a legal entity duly organized, validly existing and, where relevantsuch concept is recognized, in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted conducted, except where the failure to be, where such concept is recognized, in good standing, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Each of Parent, Merger Sub and the other Parent Subsidiaries is qualified to do business and and, where such concept is recognized, is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or, where relevantsuch concept is recognized, in good standing, or to have such power or authority, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Parent Material Adverse Effect. The Company Parent has filed with the SEC, prior to the date of this Agreementhereof, a complete and accurate copy of the Company restated certificate of incorporation and restated articles of incorporation, the certificate of amendment and articles of amendment and By-Law No. 1 of Parent (the “Parent Governing Documents as amended to the date hereofDocuments”). The Company Parent Governing Documents are in full force and effect and the Company Parent is not in violation of either of the Company Parent Governing Documents. The Company Parent has made available to Parent the Company complete and accurate copies of the certificates of incorporation and bylaws, or equivalent organizational or governing documents, of Merger Sub and each of the Company’s Parent Subsidiary that constitutes a “significant subsidiariessubsidiary” (as defined in of Parent within the meaning of Item 601(b)(21)(ii) of Regulation S-X promulgated under K as of December 31, 2017 including Merger Sub (collectively, the Securities Act) (each, a “Significant Company SubsidiaryParent Subsidiary Governing Documents”), each as currently . The Parent Subsidiary Governing Documents are in effectfull force and effect and none of the Parent Subsidiaries is in violation of their respective Parent Subsidiary Governing Documents. (b) All the issued and outstanding shares of capital stock of, or other equity interests in, each Company Parent Subsidiary have been validly issued and are fully paid and nonassessable and are wholly wholly-owned, directly or indirectly, by the Company Parent free and clear of all Liens, other than Permitted Liens. Section 4.1(b) of the Company Parent Disclosure Letter sets forth a true an accurate and correct structure chart showing complete list of each Parent Subsidiary of the Company (including its direct and indirect owners and jurisdiction of organization or formation) and each Person in which the Company Parent or any Company Parent Subsidiary owns an equity or other economic interest, together with (i) the jurisdiction of incorporation or organization, as the case may be, of each Parent Subsidiary or such other Person and (ii) the type and percentage of interest held, directly or indirectly, by Parent in each Parent Subsidiary or in each such other Person.

Qualification, Organization, Subsidiaries, etc. (a) Each of the Company Diamond and the Company its Subsidiaries is a legal entity duly organized, validly existing and, where relevant, in good standing under the Laws of its respective jurisdiction of organization organization, and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, leasing or operation of its assets or properties properties, or conduct of its business business, requires such qualification, except where the failure to be so organized, organized and validly existingexisting (solely in the case of Diamond Subsidiaries), qualified or, where relevant, in good standing, or to have such power or authority, has not had had, and would not reasonably be expected to have, individually or in the aggregate, a Company Diamond Material Adverse Effect. The Company Diamond has filed with the SEC, prior to the date of this Agreement, a complete and accurate copy of the Company Governing Documents Diamond Certificate and the Diamond Bylaws as amended to the date hereof. The Company Diamond Governing Documents are in full force and effect and the Company Diamond is not in violation of either any provision of the Company Diamond Governing Documents. The Company has made available , except as would not reasonably be expected to Parent complete be material to Diamond and accurate copies the certificates of incorporation and bylawsDiamond Subsidiaries, or equivalent organizational or governing documents, of each of the Company’s “significant subsidiaries” (taken as defined in Regulation S-X promulgated under the Securities Act) (each, a “Significant Company Subsidiary”), each as currently in effectwhole. (b) All the issued Diamond has made available to Seaways a true, correct and outstanding shares of capital stock of, or other equity interests in, each Company Subsidiary have been validly issued and are fully paid and nonassessable and are wholly owned, directly or indirectly, by the Company free and clear of all Liens, other than Permitted Liens. Section 4.1(b) complete copy of the Company Disclosure Letter sets forth a true Organizational Documents of each of its Subsidiaries, in each case, as amended through and correct structure chart showing each Subsidiary in existence on the date hereof. The Organizational Documents of the Company (including its direct Diamond Subsidiaries are in full force and indirect owners effect and jurisdiction the relevant Diamond Subsidiary is not in violation of organization any provision of such Organizational Documents, except as has not had and would not reasonably be expected to have, individually or formation) and each Person in which the Company or any Company Subsidiary owns an equity or other economic interestaggregate, a Diamond Material Adverse Effect.

Qualification, Organization, Subsidiaries, etc. (a) Each of the Company Parent, HoldCo, Avian Merger Sub, United Merger Sub, Blocker Merger Sub and the Company Subsidiaries each other Parent Subsidiary is a legal entity duly organizedorganized or formed, validly existing and, where relevant, and in good standing under the Laws of its respective jurisdiction of organization or formation and has all requisite corporate corporate, limited liability company or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted conducted. Each of Parent and the Parent Subsidiaries is qualified to do business and is in good standing as a foreign corporation corporation, limited liability company or other entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except except, in the case of the Parent Subsidiaries, where the failure to be so organized, validly existing, qualified or, where relevant, in good standing, or to have such power or authority, standing has not had been and would not reasonably be expected to havebe, individually or in the aggregate, material to Parent and the Parent Subsidiaries, taken as a Company Material Adverse Effectwhole. The Company has filed with Existing Parent Charter and the SEC, prior to the date of this Agreement, a complete and accurate copy of the Company Governing Documents as amended to the date hereof. The Company Governing Documents Existing Parent Bylaws are in full force and effect and the Company Parent is not in violation of either of the Company Governing DocumentsExisting Parent Charter or the Existing Parent Bylaws. The Company Parent has made available to Parent the Company prior to the date hereof complete and accurate copies the certificates of incorporation and bylaws, or equivalent organizational or governing documents, of each of the Company’s “significant subsidiaries” (as defined in Regulation S-X promulgated under Existing Parent Charter and the Securities Act) (each, a “Significant Company Subsidiary”), each as currently in effectExisting Parent Bylaws. (b) All the issued and outstanding shares of capital stock of, units of or other equity interests in, each Company Parent Subsidiary have been validly issued and are fully paid and nonassessable and are wholly owned, directly or indirectly, by the Company Parent free and clear of all Liens, other than Permitted Liens. Section 4.1(b) of the Company Parent Disclosure Letter sets forth a true an accurate and correct structure chart showing complete list of each Parent Subsidiary of the Company (including its direct and indirect owners and jurisdiction of organization or formation) and each Person in which the Company Parent or any Company Parent Subsidiary owns an equity or other economic interest, together with (i) the jurisdiction of incorporation, formation or organization, as the case may be, of each Parent Subsidiary or such other Person, (ii) the type and percentage of interest held, directly or indirectly, by Parent in each Parent Subsidiary or in each such other Person, and (iii) the names and the type of and percentage of interest held by any Person other than Parent or a Parent Subsidiary in each Parent Subsidiary or in each such other Person.