Common use of Acquired Subsidiaries Clause in Contracts

Acquired Subsidiaries. (a) Each of the Acquired Subsidiaries (i) is a legal entity duly organized, validly existing and, to the extent legally applicable, in good standing under the laws of its jurisdiction of incorporation or organization and (ii) has the requisite corporate or similar organizational powers to carry on its business as currently conducted, except as would not be material to the Acquired Group, taken as a whole. Each of the Acquired Subsidiaries is duly qualified to do business and, to the extent legally applicable, is in good standing as a foreign entity in each jurisdiction in which the character of the properties owned or leased by it or in which the conduct of its business requires it to be so qualified, except for those jurisdictions where the failure to be so qualified or in good standing would not have a Company Material Adverse Effect. (b) Section 3.06(b) of the Company Disclosure Schedule sets forth, as of the date of this Agreement and as of the Closing (after giving effect to the Pre-Closing Restructuring), for the Company and each of the Acquired Subsidiaries, (i) the name and jurisdiction of its organization and tax residence and (ii) the number of issued and outstanding shares of each class and series of capital stock or other Equity Securities of such Person and to whom such Equity Securities are issued. All such Equity Securities are duly authorized, validly issued, fully paid, nonassessable, free of preemptive or subscription rights, rights of first refusal or first offer and other similar rights and free and clear of any Liens (other than Permitted Liens). Except for the Persons as set forth on Section 3.06(b) of the Company Disclosure Schedule, no member of the Acquired Group (A) owns, or as a result of the Pre-Closing Restructuring will own, directly or indirectly, any Equity Securities in any Person (other than another member of the Acquired Group), (B) has any rights to and is not bound by any commitment or obligation to acquire by any means, directly or indirectly, any Equity Securities in, or to make any investment in, or contribution or advance to, any Person or (C) controls, directly or indirectly, any Person. As of the Closing and after giving effect to the Pre-Closing Restructuring, all Equity Securities of each Person set forth on Section 3.06(b) are owned beneficially and of record, directly or indirectly, by the Company.

Acquired Subsidiaries. Section 4.5 of the Vendor Disclosure Schedule sets forth with respect to each Acquired Subsidiary (a) Each its jurisdiction of incorporation, (b) each jurisdiction in which it is qualified to do business as a foreign or extra-provincial corporation, (c) the authorized, issued and outstanding shares of its capital stock, and (d) the holder or holders of all of the issued and outstanding shares of its capital stock. Each Acquired Subsidiaries (i) Subsidiary is a legal entity corporation duly organized, validly existing and, to the extent legally applicable, and in good standing under the laws of its jurisdiction of incorporation or organization and (ii) has the requisite full authority and corporate or similar organizational powers power to carry on conduct its business as it is currently being conducted, except as would not be material to the Acquired Group, taken as a whole. Each of the Acquired Subsidiaries Subsidiary is duly qualified to do business andbusiness, to the extent legally applicable, and is in good standing as a foreign entity standing, in each jurisdiction in which where the character of the properties owned or leased by it or in which the conduct nature of its properties or business requires it to be so qualifiedsuch qualification, except for those jurisdictions where the failure failures to be so qualified which could not, individually or in good standing would not the aggregate, have a Company Material Adverse Effect. (b) Section 3.06(b) of the Company Disclosure Schedule sets forth, as of the date of this Agreement and as of the Closing (after giving effect to the Pre-Closing Restructuring), for the Company and each of Effect on the Acquired Subsidiaries, (i) . All of the name and jurisdiction of its organization and tax residence and (ii) the number of issued and outstanding shares of each class and series of capital stock or other Equity Securities of such Person and to whom such Equity Securities each Acquired Subsidiary are issued. All such Equity Securities are duly authorized, validly issued, fully paidpaid and non-assessable, nonassessableand are owned of record and beneficially, and free of preemptive or subscription rights, rights of first refusal or first offer and other similar rights and free and clear of any Liens (other than Permitted Liens). Except for the Persons as set forth on Section 3.06(b) of the Company Disclosure Schedule, no member of the Acquired Group (A) owns, or as a result of the Pre-Closing Restructuring will own, directly or indirectly, any Equity Securities in any Person (other than another member of the Acquired Group), (B) has any rights to and is not bound by any commitment or obligation to acquire by any means, directly or indirectly, any Equity Securities in, or to make any investment in, or contribution or advance to, any Person or (C) controls, directly or indirectly, any Person. As of the Closing and after giving effect to the Pre-Closing Restructuring, all Equity Securities of each Person set forth on Section 3.06(b) are owned beneficially and of record, directly or indirectly, by the CompanyVendors or another Acquired Subsidiary (as reflected in Section 4.5 of the Vendor Disclosure Schedule and subject to any Liens therein noted). There are no preemptive rights or outstanding subscriptions, options, warrants, calls, rights, convertible securities, obligations to make capital contributions or advances, voting trust arrangements, shareholders' agreements or other agreements, commitments or understandings relating to the capital stock of any Acquired Subsidiary. Each of Laid▇▇▇ ▇▇▇te Systems (Canada) Ltd. and Laid▇▇▇ ▇▇▇te Systems Ltd. is a "private company" within the meaning of the Securities Act (Ontario).

Acquired Subsidiaries. Section 4.5 of the Vendor Disclosure Schedule sets forth with respect to each Acquired Subsidiary (a) Each its jurisdiction of incorporation, (b) each jurisdiction in which it is qualified to do business as a foreign or extra-provincial corporation, (c) the authorized, issued and outstanding shares of its capital stock, and (d) the holder or holders of all of the issued and outstanding shares of its capital stock. Each Acquired Subsidiaries (i) Subsidiary is a legal entity corporation duly organized, validly existing and, to the extent legally applicable, and in good standing under the laws of its jurisdiction of incorporation or organization and (ii) has the requisite full authority and corporate or similar organizational powers power to carry on conduct its business as it is currently being conducted, except as would not be material to the Acquired Group, taken as a whole. Each of the Acquired Subsidiaries Subsidiary is duly qualified to do business andbusiness, to the extent legally applicable, and is in good standing as a foreign entity standing, in each jurisdiction in which where the character of the properties owned or leased by it or in which the conduct nature of its properties or business requires it to be so qualifiedsuch qualification, except for those jurisdictions where the failure failures to be so qualified which could not, individually or in good standing would not the aggregate, have a Company Material Adverse Effect. (b) Section 3.06(b) of the Company Disclosure Schedule sets forth, as of the date of this Agreement and as of the Closing (after giving effect to the Pre-Closing Restructuring), for the Company and each of Effect on the Acquired Subsidiaries, (i) . All of the name and jurisdiction of its organization and tax residence and (ii) the number of issued and outstanding shares of each class and series of capital stock or other Equity Securities of such Person and to whom such Equity Securities each Acquired Subsidiary are issued. All such Equity Securities are duly authorized, validly issued, fully paidpaid and non-assessable, nonassessableand are owned of record and beneficially, and free of preemptive or subscription rights, rights of first refusal or first offer and other similar rights and free and clear of any Liens (other than Permitted Liens). Except for the Persons as set forth on Section 3.06(b) of the Company Disclosure Schedule, no member of the Acquired Group (A) owns, or as a result of the Pre-Closing Restructuring will own, directly or indirectly, any Equity Securities in any Person (other than another member of the Acquired Group), (B) has any rights to and is not bound by any commitment or obligation to acquire by any means, directly or indirectly, any Equity Securities in, or to make any investment in, or contribution or advance to, any Person or (C) controls, directly or indirectly, any Person. As of the Closing and after giving effect to the Pre-Closing Restructuring, all Equity Securities of each Person set forth on Section 3.06(b) are owned beneficially and of record, directly or indirectly, by the CompanyVendors or another Acquired Subsidiary (as reflected in Section 4.5 of the Vendor Disclosure Schedule and subject to any Liens therein noted). There are no preemptive rights or outstanding subscriptions, options, warrants, calls, rights, convertible securities, obligations to make capital contributions or advances, voting trust arrangements, 25 - 19 - shareholders' agreements or other agreements, commitments or understandings relating to the capital stock of any Acquired Subsidiary. Each of Laid▇▇▇ ▇▇▇te Systems (Canada) Ltd. and Laid▇▇▇ ▇▇▇te Systems Ltd. is a "private company" within the meaning of the Securities Act (Ontario).

Acquired Subsidiaries. (a) Each Section 4.5 of the Laid▇▇▇ ▇▇▇closure Schedule sets forth with respect to each Acquired Subsidiaries Subsidiary (i) its jurisdiction of incorporation, (ii) each jurisdiction in which it is qualified to do business as a foreign corporation, (iii) its authorized, issued and outstanding shares of capital stock, and (iv) the holder or holders of all of its issued and outstanding shares of capital stock. Each Acquired Subsidiary is a legal entity corporation duly organized, validly existing and, to the extent legally applicable, and in good standing under the laws of its jurisdiction of incorporation or organization and (ii) has the requisite full authority and corporate or similar organizational powers power to carry on conduct its business as it is currently being conducted, except as would not be material to the Acquired Group, taken as a whole. Each of the Acquired Subsidiaries Subsidiary is duly qualified to do business andbusiness, to the extent legally applicable, is and in good standing as a foreign entity standing, in each jurisdiction in which where the character of the properties owned or leased by it or in which the conduct nature of its properties or business requires it to be so qualifiedsuch qualification, except for those jurisdictions where the failure failures to be so qualified which could not, individually or in good standing would not the aggregate, have a Company Material Adverse Effect. (b) Section 3.06(b) of the Company Disclosure Schedule sets forth, as of the date of this Agreement and as of the Closing (after giving effect to the Pre-Closing Restructuring), for the Company and each of Effect on the Acquired Subsidiaries, (i) . All of the name and jurisdiction of its organization and tax residence and (ii) the number of issued and outstanding shares of each class and series of capital stock or other Equity Securities of such Person and to whom such Equity Securities each Acquired Subsidiary are issued. All such Equity Securities are duly authorized, validly issued, fully paid, paid and nonassessable, and are owned of record and beneficially, and free of any Liens, by Laid▇▇▇, ▇▇I or another Acquired Subsidiary (as reflected in Schedule 4.5 of the Laid▇▇▇ ▇▇▇closure Schedule), except as otherwise noted in Section 4.5 of the Laid▇▇▇ ▇▇▇closure Schedule with respect to LMT (as to which all other stockholders, and their percentage share of ownership, are identified in Section 4.5 of the Laid▇▇▇ ▇▇▇closure Schedule). There are no preemptive rights or subscription outstanding subscriptions, options, warrants, calls, rights, rights convertible securities, The Laid▇▇▇ ▇▇▇lers will deliver to the Allied Parties prior to Closing true and correct copies of first refusal the charter and bylaws (or first offer and other similar rights and free and clear of any Liens (other than Permitted Liens). Except for the Persons as set forth on Section 3.06(borganizational documents) of each Acquired Subsidiary. Each Acquired Canadian Subsidiary is a "private company" within the Company Disclosure Schedule, no member meaning of the Acquired Group (A) owns, or as a result of the Pre-Closing Restructuring will own, directly or indirectly, any Equity Ontario Securities in any Person (other than another member of the Acquired Group), (B) has any rights to and is not bound by any commitment or obligation to acquire by any means, directly or indirectly, any Equity Securities in, or to make any investment in, or contribution or advance to, any Person or (C) controls, directly or indirectly, any Person. As of the Closing and after giving effect to the Pre-Closing Restructuring, all Equity Securities of each Person set forth on Section 3.06(b) are owned beneficially and of record, directly or indirectly, by the CompanyAct.

Acquired Subsidiaries. (a) Each Section 4.6 of the Seller Disclosure Schedule sets forth with respect to each Acquired Subsidiaries Subsidiary (i) its jurisdiction of formation, (ii) each jurisdiction in which it is qualified to do business as a foreign entity, (iii) its authorized, issued and outstanding shares of capital stock or units and (iv) the holder or holders of all of its issued and outstanding shares of capital stock or units. Each Acquired Subsidiary is a legal entity corporation (or a limited liability company in the case of ECDC Environmental, L.C.) duly organized, validly existing and, to the extent legally applicable, and in good standing under the laws of its jurisdiction of incorporation or organization formation and (ii) has the requisite full authority and corporate or similar organizational powers power to carry on conduct its business as it is currently being conducted, except as would not be material to the Acquired Group, taken as a whole. Each of the Acquired Subsidiaries Subsidiary is duly qualified to do business andbusiness, to the extent legally applicable, is and in good standing as a foreign entity standing, in each jurisdiction in which where the character of the properties owned or leased by it or in which the conduct nature of its properties or business requires it to be so qualifiedsuch qualification, except for those jurisdictions where the failure failures to be so qualified which could not, individually or in good standing would not the aggregate, have a Company Material Adverse Effect. (b) Section 3.06(b) of the Company Disclosure Schedule sets forth, as of the date of this Agreement and as of the Closing (after giving effect to the Pre-Closing Restructuring), for the Company and each of Effect on the Acquired Subsidiaries, (i) . All of the name and jurisdiction of its organization and tax residence and (ii) the number of issued and outstanding shares of each class and series of capital stock or other Equity Securities units of such Person and to whom such Equity Securities each Acquired Subsidiary are issued. All such Equity Securities are duly authorized, validly issued, fully paid, paid and nonassessable, and are owned of record and beneficially, and free of preemptive any Liens, by Chem-Waste or subscription rights, rights another Acquired Subsidiary (as reflected in Section 4.6 of first refusal or first offer and other similar rights and free and clear of any Liens (other than Permitted Liensthe Seller Disclosure Schedule). Except for the Persons as set forth on disclosed in Section 3.06(b) 4.6 of the Company Seller Disclosure Schedule, there are no member preemptive rights or outstanding subscriptions, options, warrants, calls, rights, convertible securities, obligations to make capital contributions or advances, voting trust arrangements, shareholders' agreements or other agreements, commitments or understandings relating to the capital stock or units of any Acquired Subsidiary. Seller will deliver to Purchaser prior to Closing true and correct copies of the charter and bylaws (or similar organizational documents) of each Acquired Group (A) owns, or as Subsidiary. Each Acquired Canadian Subsidiary is a result "private company" within the meaning of the Pre-Closing Restructuring will own, directly or indirectly, any Equity Ontario Securities in any Person (other than another member of the Acquired Group), (B) has any rights to and is not bound by any commitment or obligation to acquire by any means, directly or indirectly, any Equity Securities in, or to make any investment in, or contribution or advance to, any Person or (C) controls, directly or indirectly, any Person. As of the Closing and after giving effect to the Pre-Closing Restructuring, all Equity Securities of each Person set forth on Section 3.06(b) are owned beneficially and of record, directly or indirectly, by the CompanyAct.