definiens: ( for purposes of this Agreement, as defined in Rule 405 under the Securities Act ) has been duly incorporated or organ ized, as the case may be, and is validly existing a s a corporation or company in good standing under the l aws of the jurisdiction of its incorporation or org anization and has the power and authority ( corporate or other ) to own, lease and operate its properties and to c onduct its businesses as presently conducted . Each of the Comp any ’s subsidiaries is duly qualified as a foreign c orporation or company to transact business and is in good stan ding in each jurisdiction in which such qualificati on is required, whether by reason of the ownership or lea sing of property or the conduct of business, except where the failure to so qualify or to be in good standing wou ld not reasonably be expected to have a material ad verse effect on i ) the Company ’s ability to perform its obligati ons under this Agreement or ii ) the financial condi tion, properties, assets, liabilities, business or operat ions of each of subsidiaries . All of the issued and outstanding share capital or capital stock or other equity or o wnership interests of each of the Company ’s subsidi aries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, enc umbrance or adverse claim . The Company does not own or control, directly or indirectly, any corporation, associati on or other entity other than the subsidiaries listed in SEC Re ports ( as defined below )