definiens: ) . 24.2 Subsidiaries . Each of the Company ( as such term is defined in Rule 1 - 02 of Regulation S - X ) ( each, a and, collectively, the ) ( i ) has been duly organized and is validly existing in good standing under the laws of thejurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and toconduct its business as presently conducted, and ( ii ) is duly qualified to transact business and is in good standing in each jurisdiction inwhich such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except in the caseof clause ( ii ) above, to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to result in aMaterial Adverse Effect . All of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, isfully paid and non - assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity . The only Subsidiaries of the Company are the subsidiaries listed in Section 4.2 of theSchedule of Exceptions