except where the failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Change. The Company does not own or control, directly or indirectly, any
corporation, association or other entity other than the subsidiaries listed in Exhibit C hereto. All of the outstanding capital stock or other equity interests of each of its subsidiaries have been duly authorized and validly issued, are fully paid
and nonassessable and are owned by the Company, directly or indirectly through subsidiaries, free and clear of all liens, encumbrances, equities or claims.
(s) Capitalization. At June 30, 2015 (or in the case of an Updated Final Offering Memorandum that includes
financial statements for a period subsequent to June 30, 2015, as of the last date of such period), on a consolidated basis, after giving pro forma effect to the Transactions, the Company would have an authorized and outstanding capitalization
as set forth in the Offering Memorandum under the caption Capitalization (other than for subsequent issuances of capital stock, if any, pursuant to employee benefit plans or upon exercise of outstanding options or warrants).
(t) Solvency. Each of the Company and the Guarantors is, and immediately after the Closing Date will be, Solvent. As
used herein, the term Solvent means, with respect to any person on a particular date, that on such date (i) the fair market value of the assets of such person is greater than the total amount of liabilities (including
contingent liabilities) of such person, (ii) the present fair salable value of the assets of such person is greater than the amount that will be required to pay the probable liabilities of such person on its debt as they become absolute and
matured, (iii) such person is able to realize upon its assets and pay its debts and other liabilities, including contingent obligations, as they mature and (iv) such person does not have unreasonably small capital.
(u) No Material Actions or Proceedings. There are no legal or governmental actions, suits, arbitrations or other
proceedings pending as to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject that, if determined adversely to the Company or any of its subsidiaries, would
reasonably be expected, individually or in the aggregate, to have a Material Adverse Change or would reasonably be expected to materially and adversely affect the consummation of the transactions contemplated by this Agreement; and no such actions,
suits or proceedings are, to the Companys knowledge, threatened or contemplated. No labor dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is threatened or imminent.
(v) Non-Contravention; No Authorizations or Approvals. No consent, approval, authorization, or order of, or filing or
registration with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement, except (i) such as have been made or obtained under the Securities Act, or (ii) the
consents, approvals, authorizations, registrations or qualifications as may be required by state securities or blue sky laws. The compliance by the Company and the Guarantors with all of the provisions of this Agreement and the
consummation of the transactions contemplated herein will not conflict with, or result in a breach or violation of any of the terms and provisions of, or constitute a default under (i) the certificate of incorporation, by-laws, limited
liability company agreement or similar organizational documents