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

Due Organization; Subsidiaries; Etc. (a) The Company has no Subsidiaries and the Company does not own any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 2.1(a)(ii) of the Company Disclosure Schedule. The Company has not agreed and is not obligated to make, nor bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. The Company has not, 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. (b) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware 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) The Company 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

Due Organization; Subsidiaries; Etc. (a) The Company has owns no Subsidiaries and the Company does not own any shares of capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 2.1(a)(ii) of the Company Disclosure ScheduleDigital Sound International Corporation and DGSD Malaysia Corporation. (The Company has not agreed and is not obligated each of its Subsidiaries are sometimes referred to make, nor bound by any Contract under which it may become obligated to make, any future investment collectively in or capital contribution to any other Entity. The Company has not, at any time, been a general partner of, or has otherwise been liable for any of this Agreement as the debts or other obligations of, any general partnership, limited partnership or other Entity"Company"). (b) The Each of the Company and each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State its jurisdiction of Delaware 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; and (iii) to perform its obligations under all Contracts by which it is bound. (c) The Except as set forth in the Company Disclosure Schedule, each of the Company and each Subsidiary 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 businessbusiness requires such qualification and where the failure to so qualify would have a Material Adverse Effect. The Company shall become qualified or in good standing as soon as reasonably practicable after the Closing under the laws of all jurisdictions where the nature of its business requires such qualification.

Due Organization; Subsidiaries; Etc. (a) The Company has no Subsidiaries and Part 2.1(a)(i) of the Company does not own Disclosure Schedule sets forth all of the Company's Subsidiaries. Neither the Company nor any of the other corporations identified in Part 2.1(a)(i) of the Company Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than . (The Company and each of its Subsidiaries are referred to collectively in this Agreement as the Entities identified in Part 2.1(a)(ii"Acquired Corporations.") None of the Company Disclosure Schedule. The Company Acquired Corporations has not agreed and or is not obligated to make, nor or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. The Company has not, 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. (b) The Company Each of the Acquired Corporations is a corporation duly organized, validly existing and in good standing (in jurisdictions that recognize such concept) under the laws of the State jurisdiction of Delaware its 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; and (iii) to perform its obligations under all Contracts by which it is bound. (c) The Company Each of the Acquired Corporations is qualified to do business as a foreign corporation, and is in good standingstanding (in jurisdictions that recognize such concept), under the laws of all jurisdictions where the nature of its businessbusiness requires such qualification.

Due Organization; Subsidiaries; Etc. (a) The Company has no Subsidiaries and Part 2.1(a)(i) of the Company does not own Disclosure Schedule sets forth all of the Company's Subsidiaries. Neither the Company nor any of the other corporations identified in Part 2.1(a)(i) of the Company Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than . (The Company and each of its Subsidiaries are referred to collectively in this Agreement as the Entities identified in Part 2.1(a)(ii"Acquired Corporations.") None of the Company Disclosure Schedule. The Company Acquired Corporations has not agreed and or is not obligated to make, nor or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. The Company has not, 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. (b) The Company Each of the Acquired Corporations is a corporation duly organized, validly existing and in good standing (in jurisdictions that recognize such concept) under the laws of the State jurisdiction of Delaware its 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; and (iii) to perform its obligations under all Contracts by which it is bound. (c) The Company Each of the Acquired Corporations is qualified to do business as a foreign corporation, and is in good standingstanding (in jurisdictions that recognize such concept), under the laws of all jurisdictions where the nature of its businessbusiness requires such qualification.