Common use of Due Incorporation, Subsidiaries; Etc Clause in Contracts

Due Incorporation, Subsidiaries; Etc. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own, lease and use its assets in the manner in which its assets are currently owned, leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to be so incorporated, validly existing or in good standing, or have such power and authority, would not result in a Material Adverse Effect. (b) Part 3.1(b) of the Company Disclosure Schedule identifies the name and address of each Subsidiary of the Company and indicates its jurisdiction of organization and each jurisdiction in which it is authorized to conduct or actually conducts business. Neither the Company nor any other Acquired Company owns any capital stock of, or any equity interest of, or any equity interest of any nature in, any other Entity other than the Subsidiaries. None of the Acquired Companies has agreed or is obligated to make, or is bound by any Contract pursuant to which it may become obligated to make, any future investment in or capital contribution to any other Entity other than (i) a Subsidiary of the Company, (ii) extensions of credit to customers in the ordinary course of business; or (iii) advances to directors, officers and other employees for travel and other business-related expenses, in each case in the ordinary course of business and in compliance in all material respects with the Company’s policies related thereto. (c) Each Subsidiary is an Entity duly organized, validly existing and in good standing (if such concept is applicable in the applicable jurisdictions) under the laws of the jurisdiction of its organization, and has all necessary organizational power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own, lease and use its properties and assets in the manner in which such properties and assets are currently owned, leased and used, except in each case where the failure to be so organized, validly existing or in good standing, or have such power or authority, would not result in a Material Adverse Effect. (d) Each of the Acquired Companies is qualified or licensed to do business as a foreign Entity and is in good standing, in each jurisdiction in which the nature of its business requires such qualification or license, except where the failure to be so qualified, licensed or in good standing would not result in a Material Adverse Effect.

Due Incorporation, Subsidiaries; Etc. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted and as currently planned to be conducted; (ii) to own, lease and use its assets in the manner in which its assets are currently owned, leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to be so incorporated, validly existing or in good standing, or have such power and authority, would not result in a Material Adverse Effect. (b) Part 3.1(b) of the Company Disclosure Schedule identifies the name and address of each Subsidiary of the Acquired Company and indicates its jurisdiction of organization and each jurisdiction in which it is authorized to conduct or actually conducts business. Neither the Company nor any other Acquired Company owns any capital stock of, or any equity interest of, or any equity interest of any nature in, any other Entity other than the Subsidiaries. None of the Acquired Companies has agreed or is obligated to make, or is bound by any Contract pursuant to which it may become obligated to make, any future investment in or capital contribution to any other Entity other than (i) a Subsidiary of the Company, (ii) extensions of credit to customers in the ordinary course of business; or (iii) advances to directors, officers and other employees for travel and other business-related expenses, in each case in the ordinary course of business and in compliance in all material respects with the Company’s policies related thereto. (c) Each Subsidiary is an Entity duly organized, validly existing and in good standing (if such concept is applicable in the applicable jurisdictions) under the laws of the jurisdiction of its organization, and has all necessary organizational power and authority: (i) to conduct its business in the manner in which its business is currently being conducted and as currently planned to be conducted; and (ii) to own, lease and use its properties and assets in the manner in which such properties and assets are currently owned, leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except in each case where the failure to be so organized, validly existing or in good standing, or have such power or authority, would not result in a Material Adverse Effect. (d) Each of the Acquired Companies is qualified or licensed to do business as a foreign Entity and is in good standing, in each jurisdiction in which the nature of its business requires such qualification or license, except where the failure to be so qualified, licensed or in good standing would not result in a Material Adverse Effect.

Due Incorporation, Subsidiaries; Etc. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted and as currently planned to be conducted; (ii) to own, lease and use its assets in the manner in which its assets are currently owned, leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to be so incorporated, validly existing or in good standing, or have such power and authority, would not result in a Material Adverse Effect. (b) Part 3.1(b) of the Company Disclosure Schedule identifies the name and address of each Subsidiary of the Company and indicates its jurisdiction of organization and each jurisdiction in which it is authorized to conduct or actually conducts business. Neither the Company nor any other Acquired Company owns any capital stock of, or any equity interest of, or any equity interest of any nature in, any other Entity other than the Subsidiaries. None of the Acquired Companies has agreed or is obligated to make, or is bound by any Contract pursuant to which it may become obligated to make, any future investment in or capital contribution to any other Entity other than (i) a Subsidiary of the Company, (ii) extensions of credit to customers in the ordinary course of business; or (iii) advances to directors, officers and other employees for travel and other business-related expenses, in each case in the ordinary course of business and in compliance in all material respects with the Company’s policies related thereto. (c) Each Subsidiary is an Entity duly organized, validly existing and in good standing (if such concept is applicable in the applicable jurisdictions) under the laws of the jurisdiction of its organization, and has all necessary organizational power and authority: (i) to conduct its business in the manner in which its business is currently being conducted and as currently planned to be conducted; and (ii) to own, lease and use its properties and assets in the manner in which such properties and assets are currently owned, leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except in each case where the failure to be so organized, validly existing or in good standing, or have such power or authority, would not result in a Material Adverse Effect. (d) Each of the Acquired Companies is qualified or licensed to do business as a foreign Entity and is in good standing, in each jurisdiction in which the nature of its business requires such qualification or license, except where the failure to be so qualified, licensed or in good standing would not result in a Material Adverse Effect.

Due Incorporation, Subsidiaries; Etc. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws Each of the State of Delaware Acquired Companies has been duly incorporated under all applicable Legal Requirements, has full power (corporate and has all necessary corporate power other) and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own, lease own and use its assets in the manner in which its assets are currently owned, leased owned and used; and (iii) to perform its obligations under all material Contracts by which it is bound. Except as set forth in Part 2.1(b) of the Disclosure Schedule, except none of the Acquired Companies has conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, business name or other name, other than its respective corporate name as set forth in this Agreement. Except as set forth in Part 2.1(c) of the Disclosure Schedule, each of the Acquired Companies is qualified to do business as a foreign corporation, and is in good standing (where such a concept is applicable), under the laws of all jurisdictions where the property owned, leased or operated by it or the nature of its business requires such qualification and where the failure to be so incorporated, validly existing or in good standing, or qualified would have such power and authority, would not result in a Material Adverse Effect. (b) Effect on such Acquired Company. Part 3.1(b2.1(c) of the Company Disclosure Schedule identifies accurately sets forth each jurisdiction where each Acquired Company is qualified to do business. Schedule 2 to this Agreement accurately sets forth: (i) the name names and address titles of the members of the board of directors of each Subsidiary of the Acquired Companies; (ii) the names of the members of each committee of the board of directors of each of the Acquired Companies; and (iii) the names and titles of the executive officers of each of the Acquired Companies. The Company owns, legally and indicates its jurisdiction beneficially, 100% of organization and the issued shares of the capital of each jurisdiction in which it is authorized to conduct or actually conducts business. Neither of the Company nor any other Acquired Company owns any capital stock ofCompanies. Except as contemplated by the prior sentence, or any equity interest of, or any equity interest of any nature in, any other Entity other than the Subsidiaries. None none of the Acquired Companies has ever owned, beneficially or otherwise, any shares or other securities, of, or any direct or indirect equity interest in, any Entity. The Company has not agreed or and is not obligated to make, or is bound by any Contract pursuant to which it may become obligated to make, make any future investment in or capital contribution to any other Entity other than (i) a Subsidiary of the Company, (ii) extensions of credit to customers in the ordinary course of business; or (iii) advances to directors, officers and other employees for travel and other business-related expenses, in each case in the ordinary course of business and in compliance in all material respects with the Company’s policies related thereto. (c) Each Subsidiary is an Entity duly organized, validly existing and in good standing (if such concept is applicable in the applicable jurisdictions) under the laws of the jurisdiction of its organization, and Entity. The Company has all necessary organizational power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own, lease and use its properties and assets in the manner in which such properties and assets are currently owned, leased and used, except in each case where the failure to be so organized, validly existing or in good standing, or have such power or authority, would not result in a Material Adverse Effect. (d) Each of the Acquired Companies is qualified or licensed to do business as a foreign Entity guaranteed and is in good standing, in each jurisdiction in which the nature not responsible or liable for any obligation of its business requires such qualification or license, except where the failure to be so qualified, licensed or in good standing would not result in a Material Adverse Effectany Entity.

Due Incorporation, Subsidiaries; Etc. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power and authority: (i) authority to conduct its business in the manner in which its business is currently being conducted; (ii) . The Company is qualified to owndo business as a foreign corporation, lease and use is in good standing, under the laws of all states where the nature of its assets in the manner in which its assets are currently owned, leased and used; and (iii) to perform its obligations under all Contracts by which it is boundbusiness requires such qualification, except where the failure to be so incorporated, validly existing qualified or in such good standing, or have such power and authority, would standing has not result in had a Company Material Adverse Effect. (b) Part 3.1(b2.1(b) of the Company Disclosure Schedule identifies sets forth a true, correct and complete list of the name and address of Company’s Subsidiaries, identifying for each Subsidiary of the Company and indicates its jurisdiction of organization and each jurisdiction in which it is authorized to conduct or actually conducts business. Neither the Company nor any other Acquired Company owns any capital stock of, or any equity interest of, or any equity interest of any nature in, any other Entity other than the Subsidiaries. None of the Acquired Companies has agreed or is obligated to make, or is bound by any Contract pursuant to which it may become obligated to make, any future investment in or capital contribution to any other Entity other than (i) a Subsidiary the name of the Companysuch Subsidiary, (ii) extensions the number and type of credit to customers in outstanding equity securities of such Subsidiary and a list of the ordinary course of business; or holders thereof, (iii) advances to directorsthe jurisdiction of formation or organization of such Subsidiary, (iv) the names of the officers and directors of such Subsidiary and (v) the jurisdictions in which such Subsidiary is qualified or holds licenses to do business as a foreign corporation or other employees for travel entity. All of the issued and outstanding shares of capital stock or other business-related expenses, in each case in the ordinary course equity securities of business and in compliance in all material respects with the Company’s policies related thereto. (c) Subsidiaries are directly owned by the Company, free and clear of all Liens. Each Subsidiary of the Subsidiaries of the Company is an Entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of formation or organization (if such where the concept of good standing exists or is applicable in the applicable jurisdictions) under the laws Laws of such jurisdiction) and is qualified to do business as a foreign entity in each jurisdiction in which the failure to be so qualified would have a Company Material Adverse Effect. Each of the jurisdiction Subsidiaries of its organization, and the Company has all necessary organizational power and authority: (i) authority to conduct its business in the manner in which its business is currently being conducted; and (ii) to own, lease and use its properties and assets in the manner in which such properties and assets are currently owned, leased and used, except in each case where the failure to be so organized, validly existing or in good standing, or have such power or authority, would not result in a Material Adverse Effect. (d) Each . No Subsidiary of the Acquired Companies is qualified Company owns any shares of Company Capital Stock. All shares of capital stock or licensed other equity interests of each of the Company’s Subsidiaries are and have been duly authorized and validly issued, and are fully paid and nonassessable, are not subject to do business as a foreign Entity any preemptive rights, purchase options, call options, rights of first refusal or similar rights or any other Liens and is have been issued and granted in good standingall material respects in compliance with all applicable securities Laws. There are no outstanding or authorized options, in each jurisdiction in warrants, rights, agreements or commitments to which the nature Company or any of its business requires such qualification Subsidiaries is a party or licensewhich are binding on any of them providing for the issuance, except where disposition or acquisition of any shares of capital stock or other equity interests of any of the failure Company’s Subsidiaries. There are no forms of equity or equity-based compensation or similar rights with respect to be so qualifiedany of the Company’s Subsidiaries. There are no voting trusts, licensed proxies or in good standing would not result in a Material Adverse Effectother agreements or understandings with respect to the voting of any capital stock of any Subsidiary.