Common use of Due Organization; Subsidiaries; Etc Clause in Contracts

Due Organization; Subsidiaries; Etc. (a) The Company is an Entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The Company is qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have and would not reasonably be expected to have a Material Adverse Effect. (b) Part 3.1(b) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Neither the Company nor any of its Subsidiaries owns any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 3.1(b) of the Company Disclosure Schedule. None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future equity or debt investment in or capital contribution to any other Entity. (c) Each Subsidiary of the Company is an Entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

Due Organization; Subsidiaries; Etc. (a) The Company Each of the Acquired Corporations is an Entity a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation (except, in the case of good standing, for entities organized under the laws of any jurisdiction that does not recognize such concept) and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The Company ; and (iii) to perform its obligations under all Contracts by which it is bound. (b) Each of the Acquired Corporations is qualified or licensed to do business as a foreign Entitycorporation, and is in good standingstanding (except for entities organized under the laws of any jurisdiction that does not recognize such concept), in each jurisdiction under the laws of all jurisdictions where the nature of its business requires such qualification or licensingqualification, except where the failure to be so qualified, licensed qualified or in good standing does not have and standing, individually or in the aggregate, would not reasonably be expected to have or result in a Company Material Adverse Effect. (bc) Part 3.1(b) Exhibit 21.1 of the Company Disclosure Schedule Company’s Annual Report on Form 10-K for the year ended December 31, 2007 (filed with the SEC on February 26, 2008) (the “2007 10-K”) identifies each Subsidiary “significant subsidiary” (as such term is defined in Rule 1.20 of Regulation S-X promulgated by the SEC) of the Company and indicates its jurisdiction of organization. Neither None of the Company nor any of its Subsidiaries Acquired Corporations owns any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Exhibit 21.1 of the 2007 10-K and in Part 3.1(b2.1(c) of the Company Disclosure Schedule. None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future equity or debt investment in or capital contribution to any other EntityEntity (other than investments or capital contributions to or among the Acquired Corporations). (c) Each Subsidiary of the Company is an Entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

Due Organization; Subsidiaries; Etc. (a) The Neither the LLC nor the Company is an Entity duly organizedhas any Subsidiaries, validly existing and except for the Entities identified in good standing under the laws Part 2.1(a) of the jurisdiction of its organization and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conductedCompany Disclosure Schedule; and (ii) to own and use its assets neither the LLC, the Company nor any of the other Entities identified in the manner in which its assets are currently owned and used. The Company is qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have and would not reasonably be expected to have a Material Adverse Effect. (b) Part 3.1(b2.1(a) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Neither the Company nor any of its Subsidiaries owns any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 3.1(b2.1(a) of the Company Disclosure Schedule. The Company, the LLC and each of their respective Subsidiaries are referred to collectively in this Agreement as the "AAHoldings Entities." None of the Acquired Corporations AAHoldings Entities has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future equity or debt investment in or capital contribution to any other Entity. None of the AAHoldings Entities has, at any time, been a general partner of any general partnership, limited partnership or other Entity. (cb) Each Subsidiary of the Company AAHoldings Entities is an Entity either a limited liability company or a corporation duly organized, validly existing and in good standing (in jurisdictions that recognize such concept) under the laws of the jurisdiction of its organizationincorporation or formation and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (c) Each of the AAHoldings Entities is qualified to do business as a foreign corporation or limited liability company, and is in good standing (in jurisdictions that recognize such concept), under the laws of all jurisdictions where the nature of its business requires such qualification.

Due Organization; Subsidiaries; Etc. (a) The Company is an Entity a corporation duly organized, validly existing and in good standing under pursuant to the laws of the jurisdiction of its organization DGCL and has all necessary the requisite corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The Company is duly qualified or and licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensinglicense is necessary under applicable Legal Requirements, except where the failure to be so qualified, licensed or in good standing does not have have, and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. (b) Part 3.1(b) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Neither the Company nor any of its Subsidiaries owns any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 3.1(b) of the Company Disclosure ScheduleSchedule and securities in a publicly traded company held for investment by the Company. None of the No Acquired Corporations Entity has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future equity or debt investment in or capital contribution to any other Entity. (c) Each Subsidiary of the Company is an Entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, except where the failure to be in good standing does not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Due Organization; Subsidiaries; Etc. (a) The Company is an Entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The Company is qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have and would not reasonably be expected to have a Material Adverse Effect. (b) Part 3.1(b) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Neither the Company nor any of its Subsidiaries No Acquired Corporation owns any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity, Entity other than the Entities identified in Part 3.1(b) of the Company Disclosure Schedule. None of the No Acquired Corporations Corporation has agreed or is obligated to make, or and is not bound by any Contract under which it may become obligated to make, any future equity or debt investment in or capital contribution to any other Entity. (c) Each Subsidiary of the Company is an Entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, except where the failure to be in good standing does not have, and would not reasonably be expected to have, a Material Adverse Effect.

Due Organization; Subsidiaries; Etc. (a) The Company is an Entity a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization 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 (ii) to own and use its assets in the manner in which its assets are currently owned and used. The Company ; and (iii) to perform its obligations under all Contracts by which it is qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have and would not reasonably be expected to have a Material Adverse Effectbound. (b) Part 3.1(b) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Neither the Company nor any of its Subsidiaries owns any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 3.1(b) of the Company Disclosure Schedule. None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future equity or debt investment in or capital contribution to any other Entity. (c) Each Subsidiary of the Company is an Entity duly organized, validly existing and in good standing (or in compliance with any comparable concept 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; (ii) to own and use its properties and assets in the manner in which such properties and assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (d) Each of the Acquired Corporations is qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing, individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect.

Due Organization; Subsidiaries; Etc. (a) The Company is an Entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. The Company is qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have have, and would not reasonably be expected to have have, a Material Adverse Effect. (b) Part 3.1(b2.1(b) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Neither the Company nor any of its Subsidiaries owns any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 3.1(b2.1(b) of the Company Disclosure Schedule. None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future equity or debt investment in or capital contribution to any other Entity. (c) Each Subsidiary of the Company is an Entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, except where the failure to be in good standing does not have, and would not reasonably be expected to have, a Material Adverse Effect.

Due Organization; Subsidiaries; Etc. (a) The Company is an Entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The Company is duly qualified or licensed to do business as a foreign Entitybusiness, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have not, and would not reasonably be expected to to, individually or in the aggregate, have a Material Adverse Effect. (b) Part 3.1(bSection 2.1(b) of the Company Disclosure Schedule Letter identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Neither None of the Company nor any of its Subsidiaries Acquired Corporations owns any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity, Entity other than the Entities identified in Part 3.1(b) of the Company Disclosure Schedulean Acquired Corporation. None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future equity or debt investment in or capital contribution to any other Entity. None of the organizational documents of any of the Acquired Corporations, including any amendments thereto, prohibit or otherwise restrict the pledging of the equity interests or assets of such Acquired Corporation or limit the ability to guarantee any Indebtedness. (c) Each Subsidiary of the Company (i) is an Entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has all necessary power and authority: (A) to conduct its business in the manner in which its business is currently being conducted; and (B) to own and use its assets in the manner in which its assets are currently owned and used, and (iii) is qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except, in each case, where the failure to be in good standing or qualified or licensed does not, and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

Due Organization; Subsidiaries; Etc. (a) The Each of the Company and its Subsidiaries is an Entity a corporation or other legal entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The used and (iii) to perform its obligations under all Contracts by which it is bound. (b) Each of the Company and its Subsidiaries is duly licensed or qualified or licensed to do business as a foreign Entitybusiness, and is in good standing, in each jurisdiction under the laws of all jurisdictions where the nature of its business requires such licensing or qualification or licensing, except other than in jurisdictions where the failure to be so qualified, licensed qualified individually or in good standing does not have and the aggregate would not be reasonably be expected to have a Company Material Adverse Effect. (bc) Part 3.1(b2.1(c) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Neither the Company nor any of its Subsidiaries the Entities identified in Part 2.1(c) of the Company Disclosure Schedule owns any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 3.1(b2.1(c) of the Company Disclosure Schedule. None Neither the Company nor any of the Acquired Corporations its Subsidiaries has agreed or nor is obligated to make, or nor is bound by any Contract under which it may become obligated to make, any future equity or debt investment in or capital contribution to any other Entity. (c) Each Subsidiary . Neither the Company nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any of the Company is an Entity duly organizeddebts or other obligations of, validly existing and in good standing under the laws of the jurisdiction of its organizationany general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries; Etc. (a) The Company is an Entity duly organizedhas no Subsidiaries, validly existing and except for the Entities identified in good standing under the laws Part 2.1(a)(i) of the jurisdiction of its organization and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conductedCompany Disclosure Schedule; and (ii) to own and use its assets neither the Company nor any of the other Entities identified in the manner in which its assets are currently owned and used. The Company is qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have and would not reasonably be expected to have a Material Adverse Effect. (b) Part 3.1(b2.1(a)(i) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Neither the Company nor any of its Subsidiaries owns any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 3.1(b2.1(a)(ii) of the Company Disclosure Schedule. (The Company and each of its Subsidiaries are referred to collectively in this Agreement as the "Acquired Corporations.") None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future equity or debt investment in or capital contribution to any other Entity. None of the Acquired Corporations has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (cb) Each Subsidiary of the Company Acquired Corporations is an Entity a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (c) Each of the Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification and where the failure to be so qualified would reasonably be expected to have a Company Material Adverse Effect.

Due Organization; Subsidiaries; Etc. (a) The Company is an Entity a private limited company duly organized, validly existing incorporated and in good standing registered under the laws Laws of the jurisdiction of its organization England and Wales 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 (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used. ; and (iii) to perform its obligations under all Contracts by which it is bound. (b) The Company is duly licensed or qualified or licensed to do business as a foreign Entitybusiness, and is in good standingstanding (to the extent applicable in such jurisdiction), in each jurisdiction under the laws of all jurisdictions where the nature of its business requires such licensing or qualification or licensing, except other than in jurisdictions where the failure to be so qualified, licensed qualified individually or in good standing does the aggregate would not have and would not reasonably be expected to have a Company Material Adverse Effect. (bc) Part 3.1(b) of the The Company Disclosure Schedule identifies each Subsidiary of the has no Subsidiaries. The Company and indicates its jurisdiction of organization. Neither the Company nor any of its Subsidiaries owns does not own any capital stock of, or any other equity interest ofequity, ownership or any equity profit sharing interest of any nature in, or controls, directly or indirectly, any other Entity, other than the Entities identified Entity (including any “subsidiary” as defined in Part 3.1(b) section 1159 of the Company Disclosure Schedule. None Companies Xxx 0000 or “subsidiary undertaking” as defined in section 1162 of the Acquired Corporations Companies Act 2006), and the Company is not or has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. The Company has not agreed or nor is obligated to make, or nor is bound by any Contract under which it may will become obligated to make, any future equity or debt investment in or capital contribution to any other Entity. (c) Each Subsidiary . The Company has not, at any time, been a general partner of, or has otherwise been liable for any of the Company is an Entity duly organizeddebts or other obligations of, validly existing and in good standing under the laws of the jurisdiction of its organizationany general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries; Etc. (a) The Company is an Entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. The Company is qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have have, and would not reasonably be expected to have have, a Material Adverse Effect. (b) Part 3.1(b) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Neither the Company nor any of its Subsidiaries owns any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 3.1(b) of the Company Disclosure Schedule. None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future equity or debt investment in or capital contribution to any other Entity. (c) Each Subsidiary of the Company is an Entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, except where the failure to be in good standing does not have, and would not reasonably be expected to have, a Material Adverse Effect.

Due Organization; Subsidiaries; Etc. (a) The Company is an Entity a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its organization Delaware, and each of the Company’s Subsidiaries are set forth on Section 3.1 of the Company Disclosure Schedule (the Company and each such Subsidiary, an “Acquired Corporation” and collectively, the “Acquired Corporations”). The Company has all necessary power and authority: authority (i) to conduct its business in the manner in which its business is currently being conducted; conducted and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The Company Each of the Company’s Subsidiaries is validly incorporated in its jurisdiction of incorporation and has all necessary power and authority (i) to conduct its business in the manner in which its business is currently being conducted and (ii) to own and use its assets in the manner in which its assets are currently owned and used, except where the failure to have such power and authority does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each Acquired Corporation is qualified or licensed to do business as a foreign Entitycorporation, and and, where applicable, is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have have, and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. (b) Part 3.1(b) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Neither the Company nor any of its Subsidiaries owns any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 3.1(b) of the Company Disclosure Schedule. None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future equity or debt investment in or capital contribution to any other Entity. (c) Each Subsidiary of the Company is an Entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the State of Delaware. Each Subsidiary of the Company is an Entity duly organized, validly existing and in good standing (or such other comparable concept) under the laws Legal Requirements of the jurisdiction of its organization organization, except where the failure to be in good standing does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Acquired Companies has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The Company Each of the Acquired Companies is qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. (b) Part 3.1(b) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Neither None of the Company nor any of its Subsidiaries Acquired Companies owns any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity, Entity other than the Entities identified in Part 3.1(b) of the Company Disclosure Schedulean Acquired Company. None of the Acquired Corporations Companies has agreed agreed, or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future equity or debt investment in or capital contribution to any other Entity. (c) Each Subsidiary of the Company is an Entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

Due Organization; Subsidiaries; Etc. (a) The Company Each of the Acquired Corporations is an Entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation (except, in the case of good standing, for Entities organized under the laws of any jurisdiction that does not recognize such concept) and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The , except, with respect to the Subsidiaries of the Company, where the failure to be so duly organized, validly existing or in good standing, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (b) Each of the Acquired Corporations is qualified or licensed to do business as a foreign Entity, and is in good standingstanding (except for any jurisdiction that does not recognize such concept), in each jurisdiction under the laws of all jurisdictions where the nature of its business requires such qualification or licensingqualification, except where the failure to be so qualified, licensed qualified or in good standing does not have and standing, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (bc) Part 3.1(b) The Company has no Subsidiaries, and does not own as of the Company Disclosure Schedule identifies each Subsidiary date of this Agreement 5% or more of the Company and indicates its jurisdiction of organization. Neither the Company nor any of its Subsidiaries owns any capital stock of, or any other equity interest of, or any equity interest interests of any nature (and which capital stock or equity interests have a value exceeding $1,000,000) in, any other Entity, other than the Entities and interests identified in Part 3.1(b3.1(c) of the Company Disclosure Schedule. None of the Acquired Corporations The Company has not agreed or and is not obligated to make, or and is not bound by any Contract under which it may become obligated to make, any future equity or debt investment in or capital contribution to any other Entitysuch Entity in excess of $10 million. (c) Each Subsidiary of the Company is an Entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

Due Organization; Subsidiaries; Etc. (a) The Company is an Entity duly organized, validly existing and in good standing under the laws All Subsidiaries of the jurisdiction of its organization Company are set forth and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The Company is qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have and would not reasonably be expected to have a Material Adverse Effect. (b) described on Part 3.1(b2.1(a) of the Company Disclosure Schedule identifies each Subsidiary Schedule. Except as set forth on Part 2.1(a) of the Company and indicates its jurisdiction of organization. Neither Disclosure Schedule: (i) the Company nor any of its has no Subsidiaries owns and the Company does not own any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 3.1(b; (ii) of the Company Disclosure Schedule. None of the Acquired Corporations has not agreed or and is not obligated to make, or nor is it bound by any Contract under which it may become obligated to make, any future equity or debt investment in or capital contribution to any other Entity; and (iii) the Company has not, at any time, been a general partner of any general partnership, limited partnership or other Entity. (b) The Company and each of its Subsidiaries are duly organized and validly existing under the laws of the state of its incorporation and have all necessary power and authority: (i) to conduct their business in the manner in which their business is currently being conducted; (ii) to own and use their assets in the manner in which their assets are currently owned and used; and (iii) to perform their obligations under all Contracts by which they are bound. (c) Each Subsidiary of the Company and its Subsidiaries is an Entity duly organizedqualified to do business as a foreign corporation, validly existing and is in corporate and tax good standing standing, under the laws of all jurisdictions where the jurisdiction nature of its organizationbusiness requires such qualification. (d) Except as disclosed in Part 2.1(d) of the Company Disclosure Schedule, there are no shareholder agreements, registration rights agreements, voting trusts or other agreements or understandings to which the Company or any Subsidiary is a party or to which the Company or any Subsidiary is bound relating to the voting or registration of any shares of capital stock of the Company or any Subsidiary thereof.

Due Organization; Subsidiaries; Etc. (a) The Company does not own more than 50% of the shares of the voting capital stock, or more than 50% of the equity interest of any nature in any Entity except for the corporations identified in Part 2.1(a)(i) of the Acquired Corporation Disclosure Schedule (such corporations being collectively referred to, with the Company, as the "Acquired Corporations"); and none of the Acquired Corporations owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Acquired Corporations. None of the Acquired Corporations has agreed, and none of the Acquired Corporations is an Entity obligated or bound to any contract under which it may become obligated, to make any future investment in or capital contribution to any other Entity. None of the Acquired Corporations has, at any time, been a general partner of any general partnership, limited partnership or other Entity. (b) Each of the Acquired Corporations is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the laws of the jurisdiction of its organization and has all necessary power and authority: : (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The Company ; and (iii) to perform its obligations under all Contracts by which it is bound. (c) Each of the Acquired Corporations is qualified or licensed to do business as a foreign Entitycorporation, and is in good standing, in each jurisdiction (with respect to jurisdictions which recognize such concept) under the laws of all jurisdictions where the nature of its business requires such qualification or licensing, except and where the failure to be so qualified, licensed or in good standing does not have and qualified would not reasonably be expected to have a Material Adverse Effect. (b) Part 3.1(b) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Neither the Company nor any of its Subsidiaries owns any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 3.1(b) of the Company Disclosure Schedule. None of Effect on the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future equity or debt investment in or capital contribution to any other EntityCorporations. (c) Each Subsidiary of the Company is an Entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

Due Organization; Subsidiaries; Etc. (a) The Company is an Entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The Company is qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have and would not reasonably be expected to have a Material Adverse Effect. (b) Part 3.1(b) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Neither the Company nor any of its Subsidiaries owns any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 3.1(b) of the Company Disclosure Schedule. None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future equity or debt investment in or capital contribution to any other Entity. (c) Each Subsidiary of the Company is an Entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, except where the failure to be in good standing does not have, and would not reasonably be expected to have, a Material Adverse Effect.

Due Organization; Subsidiaries; Etc. (a) The Company is an Entity a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization Delaware and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The Company ; and (iii) to perform its obligations under all Contracts by which it is qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have and would not reasonably be expected to have a Material Adverse Effectbound. (b) Part 3.1(b) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Neither the Company nor any of its Subsidiaries owns any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 3.1(b) of the Company Disclosure Schedule. None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future equity or debt investment in or capital contribution to any other Entity. (c) Each Subsidiary of the Company is an Entity duly organized, validly existing and in good standing (or in compliance with any comparable concept in the applicable jurisdictions) under the laws of the jurisdiction of its organization, and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its properties and assets in the manner in which such properties and assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (d) Each of the Acquired Corporations is qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing, individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect.

Due Organization; Subsidiaries; Etc. (a) The Company is an Entity a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its organization Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business as it is currently now being conducted; and (ii) to own or use the properties and use assets that it purports to own or use; and (iii) to perform all its assets in obligations under the manner in which its assets are currently owned and used. Company Contracts. (b) The Company is duly qualified or licensed to do business as a foreign Entity, corporation and is in good standingstanding under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, in each jurisdiction where or the nature of its business the activities conducted by it, requires such qualification or licensingqualification, except where the failure to be so qualified, licensed or in good standing does not have and would qualify is not reasonably be expected likely to have a Company Material Adverse Effect. (b) Change. Part 3.1(b) 2.1 of the Company Disclosure Schedule identifies each Subsidiary lists all such states or other jurisdictions in which the Company is duly qualified to do business. Part 2.1 of the Disclosure Schedule accurately sets forth (i) the names of all of the members of the Company’s board of directors, and (ii) the names and titles of all of the Company’s officers. The Company has no subsidiaries, and indicates its jurisdiction of organization. Neither the Company nor has never owned, beneficially or otherwise, any of its Subsidiaries owns any capital stock shares or other securities of, or any other equity interest of, direct or any equity indirect interest of any nature in, any other Entity, other than the Entities identified in Part 3.1(b) of the . The Company Disclosure Schedule. None of the Acquired Corporations has not agreed or and is not obligated to make, or is bound by any Contract under which it may become obligated to make, make any future equity or debt investment in (whether in cash, services or otherwise) or capital contribution to any other Entity. (c) Each Subsidiary of the Company is an Entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

Due Organization; Subsidiaries; Etc. (a) The Company is an Entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and i2 Telecom has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The Company is qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensingno Subsidiaries, except where for the failure to be so qualified, licensed or Entities identified in good standing does not have and would not reasonably be expected to have a Material Adverse Effect. (b) Part 3.1(b2.1(a) of the Company i2 Telecom Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organizationSchedule. Neither the Company i2 Telecom nor any of its Subsidiaries the other Entities identified in Part 2.1(a) of the i2 Telecom Disclosure Schedule owns any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 3.1(b2.1(a) of the Company i2 Telecom Disclosure Schedule. i2 Telecom and its Subsidiaries are referred to collectively in this Agreement as the "i2 Telecom Entities." None of the Acquired Corporations i2 Telecom Entities has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future equity or debt investment in or capital contribution to any other Entity. None of the i2 Telecom Entities has, at any time, been a general partner of any general partnership, limited partnership or other Entity. (cb) Each Subsidiary of the Company i2 Telecom Entities is an Entity duly organized, validly existing and in good standing (in jurisdictions that recognize such concept) under the laws of the jurisdiction of its organizationincorporation or formation and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (c) Each of the i2 Telecom Entities is qualified to do business and is in good standing (in jurisdictions that recognize such concept), under the laws of all jurisdictions where the nature of its business requires such qualification.