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

Due Organization; Subsidiaries; Etc. (a) The Company has no Subsidiaries, except for the Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule; and neither the Company nor any of the other Entities 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. (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 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. (b) Each of the Acquired Corporations is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of 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; (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 Material Adverse Effect on such Acquired Corporation.

Due Organization; Subsidiaries; Etc. (a) The Company has owns no Subsidiariesshares of capital stock of, except for the Entities identified in Part 2.1(a)(i) or equity interest of the Company Disclosure Schedule; and neither the Company nor any of the nature in, any Entity, other Entities identified than as set forth in Part 2.1(a)(i) of the Company Disclosure Schedule owns any capital stock of, or any equity interest (the "Subsidiaries") and as set forth in Part 2.1(a)(ii) of any nature in, any other Entitythe Company Disclosure Schedule. (The Company and each of its the Subsidiaries are referred to collectively in this Agreement as the "ACQUIRED CORPORATIONS.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, make any future investment in or capital contribution to any Entity other Entity. None of the than an 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 EntityCorporation. (b) Each of the Acquired Corporations is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all the necessary corporate 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 the jurisdictions where the nature of its business requires such qualification and where the failure to be so qualified would reasonably be expected to qualify will have a Material Adverse Effect on the Acquired Corporations. Each such Acquired Corporationjurisdiction is listed in Part 2.1(c) of the Company Disclosure Schedule.

Due Organization; Subsidiaries; Etc. (a) The Company has no Subsidiaries, except for the Entities corporations identified in Part 2.1(a)(i) of the Company Disclosure Schedule; and neither the Company nor any of the other Entities 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 Entities identified in Part 2.1(a)(ii) of the Company Disclosure Schedule. (The Company and each of its Subsidiaries are referred to collectively in this Agreement as the "ACQUIRED CORPORATIONSAcquired 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 similar 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. (b) Each of the Acquired Corporations is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of 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; (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 Material Adverse Effect on such the Acquired CorporationCorporations.

Due Organization; Subsidiaries; Etc. (a) The Company Parent has no Subsidiaries, except for the Entities corporations identified in Part 2.1(a)(i3.1(a)(i) of the Company Parent Disclosure Schedule; and neither the Company Parent nor any of the other Entities identified in Part 2.1(a)(i3.1(a)(i) of the Company Parent Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 3.1(a)(ii) of the Parent Disclosure Schedule. (The Company Parent and each of its Subsidiaries are referred to collectively in this Agreement as the "ACQUIRED CORPORATIONSParent Corporations.") None of the Acquired Parent Corporations has agreed or is obligated to make, 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. None of the Acquired Parent 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. (b) Each of the Acquired Parent Corporations is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of 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; (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 Parent Corporations is qualified to do business as a foreign corporation, and is in good standingstanding as a foreign corporation or other Entity, under the laws of all jurisdictions where the nature of its business requires such qualification and qualification, except where the failure to be so qualified qualify would reasonably be expected to not have a Material Adverse Effect on such Acquired CorporationParent.