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

Due Incorporation, Subsidiaries; Etc. (a) Each Target Company is a private limited company duly formed, validly existing and in good standing under the Laws of England and has all necessary power and authority to conduct its business in the manner in which its business is currently being conducted. Each Target Company is in good standing, under the Laws of all jurisdictions where the nature of its business requires such qualification, except where the failure to be so qualified or in such good standing is not likely to have a Target Xxxxx Xxxxxxxx Adverse Effect. (b) Section 3.1(b) of the Sellers’ Disclosure Schedule sets forth the name of each of the Target Companies’ Subsidiaries (each a “Target Subsidiary”) and sets forth the number and class of the authorized equity interests of each Target Subsidiary and the number of shares of, or other ownership interests in, each Target Subsidiary that are issued and outstanding, all of which shares or interests (except as set forth on Section 3.1(b) of the Sellers’ Disclosure Schedule) are owned by the relevant Target Company, free and clear of all Liens. Each Target Subsidiary is a private limited company duly formed, validly existing and in good standing under the laws of England and has all necessary power and authority to conduct its business in the manner in which its business is currently being conducted. Each Target Subsidiary is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except where the failure to be so qualified or in such good standing is not likely to have a Target Xxxxx Xxxxxxxx Adverse Effect. Except as set forth on Section 3.1(b) of the Sellers’ Disclosure Schedule, no Target Company owns, legally or beneficially, or controls, directly or indirectly, any share capital or capital stock, securities convertible into share capital or capital stock or any other equity interest in any corporation, association or business entity nor is any Target Company, directly or indirectly, a participant in any joint venture, partnership or other non-corporate entity.

Due Incorporation, Subsidiaries; Etc. (a) The Seller is a limited liability company and is duly formed, validly existing and in good standing under the Laws of England and Wales and has all necessary power and authority to conduct its business in the manner in which its business is currently being conducted. (b) Each Target Company is a private limited company duly formed, validly existing and in good standing under the Laws of England and has all necessary power and authority to conduct its business in the manner in which its business is currently being conducted. Each Target Company is in good standing, under the Laws of all jurisdictions where the nature of its business requires such qualification, except where the failure to be so qualified or in such good standing is not likely to have a Target Xxxxx Xxxxxxxx Adverse Effect. (bc) Section 3.1(b3.1(c) of the Sellers’ Seller’s Disclosure Schedule sets forth the name of each of the Target Companies’ Subsidiaries (each a “Target Subsidiary”) and sets forth the number and class of the authorized equity interests of each Target Subsidiary and the number of shares of, or other ownership interests in, each Target Subsidiary that are issued and outstanding, all of which shares or interests (except as set forth on Section 3.1(b3.1(c) of the Sellers’ Seller’s Disclosure Schedule) are owned by the relevant Target Company, free and clear of all Liens. Each Target Subsidiary is a private limited company duly formed, validly existing and in good standing under the laws of England and has all necessary power and authority to conduct its business in the manner in which its business is currently being conducted. Each Target Subsidiary is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except where the failure to be so qualified or in such good standing is not likely to have a Target Xxxxx Xxxxxxxx Adverse Effect. Except as set forth on Section 3.1(b3.1(c) of the Sellers’ Seller’s Disclosure Schedule, no Target Company owns, legally or beneficially, or controls, directly or indirectly, any share capital or capital stock, securities convertible into share capital or capital stock or any other equity interest in any corporation, association or business entity nor is any Target Company, directly or indirectly, a participant in any joint venture, partnership or other non-corporate entity.