Common use of Due Organization; Subsidiaries Clause in Contracts

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary is a corporation duly incorporated, validly existing and in good standing (to the extent applicable in such jurisdiction) 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, (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. Check-Cap’s Subsidiary is wholly owned by Check-Cap. (b) Each of Check-Cap and its Subsidiary is licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap Material Adverse Effect. (c) Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, Check-Cap has no Subsidiaries, and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule. Neither Check-Cap nor its Subsidiary is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary 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. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary have, at any time, been a general partner of, or have otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap Volato and its Subsidiary Subsidiaries (including Merger Sub) is a corporation or other legal entity duly incorporatedincorporated or formed, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction of its incorporation or organization 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 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 in all material respects under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned Since the date of their formation, Merger Sub have not engaged in any activities other than in connection with or as contemplated by Check-Capthis Agreement. Section 4.1(a) of the Volato Disclosure Schedule sets forth an accurate and complete list of Subsidiaries of Volato and the respective equity ownership held by Volato in each Subsidiary. (b) Each Except as set forth on Section 4.1(b) of Check-Cap the Volato Disclosure Schedule, each of Volato and its Subsidiary Subsidiaries is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business in the manner in which its business is currently being conducted requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap an Volato Material Adverse Effect. (c) Except as set forth on Section 5.1(c4.1(a) of the Check-Cap Volato Disclosure Schedule, Check-Cap Volato has no Subsidiaries, Subsidiaries other than Merger Sub and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns Volato does not own any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls control directly or indirectly, any other Entity other than the Entities Merger Sub. Except as set forth on Section 5.1(c4.1(c)(i) of the Check-Cap Volato Disclosure Schedule. Neither Check-Cap nor its Subsidiary , Volato is or not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary Volato has not agreed or and is not obligated to make, or nor is Volato bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c4.1(c)(ii) of the Check-Cap Volato Disclosure Schedule, neither Check-Cap nor its Subsidiary haveVolato has not, at any time, been a general partner of, or have and has not otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap PubCo and its Subsidiary the Merger Subs is a corporation duly incorporated, validly existing and in good standing (to the extent applicable in such jurisdiction) 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, (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. Check-Cap’s Subsidiary is wholly owned by Check-Cap. (b) Each of Check-Cap PubCo and its Subsidiary the Merger Subs is licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap Keystone Material Adverse Effect. (c) Except as set forth on Section 5.1(c) for PubCo’s ownership of the Check-Cap Disclosure Schedule, Check-Cap has no Subsidiaries, and neither Check-Cap nor any capital stock of the Entities described in Section 5.1(c) of Merger Subs, PubCo and the Check-Cap Disclosure Schedule owns Merger Subs have no Subsidiaries and do not own any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) Entity. Neither PubCo nor any of the Check-Cap Disclosure Schedule. Neither Check-Cap nor its Subsidiary Merger Subs is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap PubCo nor its Subsidiary any of the Merger Subs 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. Except as set forth on Section 5.1(c) Neither PubCo nor any of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary haveMerger Subs has, at any time, been a general partner of, or have has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap Homology and its Subsidiary Subsidiaries (including Merger Sub) is a corporation or other legal entity duly incorporatedincorporated or otherwise organized, validly existing and in good standing (to the extent applicable in such jurisdiction) 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, (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. Check-CapSince the date of its formation, Merger Sub has not engaged in any activities other than in connection with or as contemplated by this Agreement. All of Homology’s Subsidiary is Subsidiaries are wholly owned by Check-CapHomology. (b) Each of Check-Cap Homology and its Subsidiary Subsidiaries is licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business in the manner in which its business is currently being conducted requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap Homology Material Adverse Effect. (c) Except as set forth on Section 5.1(c4.1(c) of the Check-Cap Homology Disclosure Schedule, Check-Cap Homology has no Subsidiaries, Subsidiaries other than Merger Sub and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns Homology does not directly or indirectly own any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls control directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure ScheduleMerger Sub. Neither Check-Cap nor its Subsidiary Homology is or not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary Homology has not agreed or and is not obligated to make, or nor is Homology bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary haveHomology has not, at any time, been a general partner of, or have and has not otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap Frequency and its Subsidiary Subsidiaries (including Merger Sub) is a corporation or other legal entity duly incorporatedincorporated or otherwise organized, validly existing and in good standing (to the extent applicable in such jurisdiction) 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, (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. Check-CapSince the date of its formation, Merger Sub has not engaged in any activities other than in connection with or as contemplated by this Agreement. All of Frequency’s Subsidiary is Subsidiaries are wholly owned by Check-CapFrequency. (b) Each of Check-Cap Frequency and its Subsidiary Subsidiaries is licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business in the manner in which its business is currently being conducted requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap Frequency Material Adverse Effect. (c) Except as set forth on Section 5.1(c4.1(c) of the Check-Cap Frequency Disclosure Schedule, Check-Cap Frequency has no Subsidiaries, Subsidiaries other than Merger Sub and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns Frequency does not directly or indirectly own any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls control directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure ScheduleMerger Sub. Neither Check-Cap nor its Subsidiary Frequency is or not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary Frequency has not agreed or and is not obligated to make, or nor is Frequency bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary haveFrequency has not, at any time, been a general partner of, or have and has not otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap Parent and its Subsidiary Merger Sub is a corporation duly incorporatedincorporated or formed, as applicable, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction of its incorporation or organization incorporation, 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 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. Check-Cap’s Subsidiary is wholly owned Since the date of its incorporation, Merger Sub has not engaged in any activities other than in connection with or as contemplated by Check-Capthis Agreement. (b) Each of Check-Cap Parent and its Subsidiary Subsidiaries is licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business in the manner in which its business is currently being conducted requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap Parent Material Adverse Effect. (c) Except Parent has no Subsidiaries other than Merger Sub, its wholly-owned Subsidiary Pulmatrix Operating Company, Inc., the PCL Merger subs and except as set forth on Section 5.1(c4.1(c) of the Check-Cap Parent Disclosure ScheduleLetter, Check-Cap has no Subsidiaries, and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns Parent does not own any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls control directly or indirectly, any other Entity other than the Entities Merger Sub. Except as set forth on Section 5.1(c4.1(c) of the Check-Cap Parent Disclosure Schedule. Neither Check-Cap nor its Subsidiary Letter, Parent is or not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary Parent has not agreed or and is not obligated to make, or nor is Parent bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary haveParent has not, at any time, been a general partner or managing member of, or have and has not otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap Parent and its Subsidiary Merger Sub is a corporation duly incorporatedincorporated or formed, as applicable, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction of its incorporation or organization formation, as applicable, 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 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. Check-Cap’s Subsidiary is wholly owned Since the date of its incorporation, Merger Sub has not engaged in any activities other than in connection with or as contemplated by Check-Capthis Agreement. (b) Each of Check-Cap Parent and its Subsidiary Subsidiaries is licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business in the manner in which its business is currently being conducted requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap Parent Material Adverse Effect. (c) Except Parent has no Subsidiaries other than Merger Sub and except as set forth on Section 5.1(c4.1(c) of the Check-Cap Parent Disclosure ScheduleLetter, Check-Cap has no Subsidiaries, and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns Parent does not own any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls control directly or indirectly, any other Entity other than the Entities Merger Sub. Except as set forth on Section 5.1(c4.1(c) of the Check-Cap Parent Disclosure Schedule. Neither Check-Cap nor its Subsidiary Letter, Parent is or not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary Parent has not agreed or and is not obligated to make, or nor is Parent bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary haveParent has not, at any time, been a general partner of, or have and has not otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap Parent and its Subsidiary Subsidiaries (including Merger Sub) is a corporation or other legal entity duly incorporatedincorporated or formed, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction of its incorporation or organization 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 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 in all material respects under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned Since the date of its formation, Merger Sub has not engaged in any activities other than in connection with or as contemplated by Check-Capthis Agreement. Section 4.1(a) of the Parent Disclosure Schedule sets forth an accurate and complete list of Subsidiaries of Parent and the respective equity ownership held by Parent in each Subsidiary. (b) Each Except as set forth on Section 4.1(b) of Check-Cap the Parent Disclosure Schedule, each of Parent and its Subsidiary Subsidiaries is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business in the manner in which its business is currently being conducted requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap Parent Material Adverse Effect. (c) Except as set forth on Section 5.1(c4.1(a) of the Check-Cap Parent Disclosure Schedule, Check-Cap Parent has no Subsidiaries, Subsidiaries other than the Company and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns Merger Sub and Parent does not own any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls control directly or indirectly, any other Entity other than the Entities Company and the Merger Sub. Except as set forth on Section 5.1(c4.1(c)(i) of the Check-Cap Parent Disclosure Schedule. Neither Check-Cap nor its Subsidiary , Parent is or not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary Parent has not agreed or and is not obligated to make, or nor is Parent bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c4.1(c)(ii) of the Check-Cap Parent Disclosure Schedule, neither Check-Cap nor its Subsidiary haveParent has not, at any time, been a general partner of, or have and has not otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap Parent and its Subsidiary Subsidiaries (including Merger Sub) is a corporation or other legal entity duly incorporatedincorporated or formed, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction of its incorporation or organization 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 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 in all material respects under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned Since the date of its formation, Merger Sub has not engaged in any activities other than in connection with or as contemplated by Check-Capthis Agreement. Section 4.1(a) of the Parent Disclosure Schedule sets forth an accurate and complete list of Subsidiaries of Parent and the respective equity ownership held by Parent in each Subsidiary. (b) Each Except as set forth on Section 4.1(b) of Check-Cap the Parent Disclosure Schedule, each of Parent and its Subsidiary Subsidiaries is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business in the manner in which its business is currently being conducted requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap Parent Material Adverse Effect. (c) Except as set forth on Section 5.1(c4.1(a) of the Check-Cap Parent Disclosure Schedule, Check-Cap Parent has no Subsidiaries, Subsidiaries other than Merger Sub and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns Parent does not own any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls control directly or indirectly, any other Entity other than the Entities Merger Sub. Except as set forth on Section 5.1(c4.1(c)(i) of the Check-Cap Parent Disclosure Schedule. Neither Check-Cap nor its Subsidiary , Parent is or not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary Parent has not agreed or and is not obligated to make, or nor is Parent bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c4.1(c)(ii) of the Check-Cap Parent Disclosure Schedule, neither Check-Cap nor its Subsidiary haveParent has not, at any time, been a general partner of, or have and has not otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap PubCo and its Subsidiary Subsidiaries (including Merger Sub) is a corporation duly incorporated, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction of its incorporation or organization 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 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, in each case, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the PubCo or its Subsidiaries to consummate the Contemplated Transactions or have a PubCo Material Adverse Effect. Check-Cap’s Subsidiary is Since the date of its incorporation, Merger Sub has not engaged in any activities or conducted any operations of any kind, entered into any agreement or arrangement with any Person, or incurred, directly or indirectly, any liabilities, in each case other than in connection with or as contemplated by this Agreement. All of the Subsidiaries of PubCo are wholly owned by Check-CapPubCo. (b) Each of Check-Cap PubCo and its Subsidiary Subsidiaries is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business in the manner in which its business is currently being conducted requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap PubCo Material Adverse Effect. (c) Except as set forth on Section 5.1(c4.1(c) of the Check-Cap PubCo Disclosure Schedule, Check-Cap PubCo has no Subsidiaries, Subsidiaries other than Merger Sub and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns PubCo does not own any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls control directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure ScheduleMerger Sub. Neither Check-Cap nor its Subsidiary PubCo is or not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary PubCo has not agreed or and is not obligated to make, or nor is PubCo bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary havePubCo has not, at any time, been a general partner of, or have and has not otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Section 2.1(a) of the Company Disclosure Schedule sets forth, for each of the Company and its Subsidiaries, its name and jurisdiction of formation, organization or incorporation. Each of Check-Cap the Company and its Subsidiary Subsidiaries is a corporation duly formed, organized or incorporated, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the its jurisdiction of its incorporation organization or organization incorporation, 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 or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used used; and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned by Check-Cap, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company or its Subsidiaries to consummate the Contemplated Transactions. (b) Each of Check-Cap the Company and its Subsidiary Subsidiaries is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap Company Material Adverse Effect. (c) Except as set forth on Section 5.1(c2.1(c) of the Check-Cap Company Disclosure Schedule, Check-Cap the Company has no Subsidiaries, and neither Check-Cap nor does not directly or indirectly own any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns any capital stock of, or any equity ownership Equity Interest or profit sharing interest of any nature in, or controls control directly or indirectly, any other Entity other than Entity. (d) Neither the Entities set forth on Section 5.1(c) Company nor any of the Check-Cap Disclosure Schedule. Neither Check-Cap nor its Subsidiary Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entityEntity. Neither Check-Cap the Company nor any of its Subsidiary Subsidiaries 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. Except as set forth on Section 5.1(c) Neither the Company nor any of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary haveSubsidiaries, at any time, has been a general partner of, or have has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary the Acquired Companies (as defined below) is a corporation company duly incorporatedorganized, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws laws of the jurisdiction of its incorporation or organization 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 or own, operate, hold under lease and use its property assets as, and assets in the manner in which place where, its property and assets are currently owned owned, operated or leased held and used used; and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned by Check-Cap. (b) Each of Check-Cap and its Subsidiary the Acquired Companies is licensed and qualified to do businessbusiness as a foreign Entity, and is in good standing (to the extent applicable in such jurisdiction)standing, under the Laws laws of all jurisdictions where the nature of its business requires such licensing qualification. The Company has Delivered to Parent true, correct and complete copies of (i) the certificate or qualification articles, as the case may be, of incorporation, bylaws and other than in jurisdictions where charter or organizational documents of each of the failure to be so qualified individually Acquired Companies, including all amendments thereto and (ii) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or in the aggregate would not be reasonably expected to have otherwise without a Check-Cap Material Adverse Effect. (c) Except as set forth on Section 5.1(cmeeting) of the Check-Cap Disclosure Scheduleequity holders of each of the Acquired Companies, Check-Cap the board of directors or managers of each of the Acquired Companies and all committees of the board of directors or managers of each of the Acquired Companies (the items described in (i), and (ii) above, collectively, the “Company Constituent Documents”). The Company Constituent Documents are in full force and effect on the date hereof. The Company has no Subsidiaries, except for the Entities identified in Schedule 2.1. (The Company and neither Check-Cap nor any each of its Subsidiaries are collectively referred to herein as the “Acquired Companies”). Except as identified on Schedule 2.1, none of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns Acquired Companies has any capital stock ofequity interest or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity ownership or profit sharing similar interest of any nature in, or controls directly or indirectlyany Entity, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule. Neither Check-Cap nor Company’s interest in its Subsidiary is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary 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 EntitySubsidiaries. Except as set forth on Section 5.1(c) Schedule 2.1, none of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary haveAcquired Companies has, at any time, been a general partner of, or have has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap the PubCo and its Subsidiary Subsidiaries is a corporation or other legal entity duly incorporatedincorporated or formed, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction of its incorporation or organization 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 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 in all material respects under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned Section 6.1(a) of the Company Disclosure Schedule sets forth an accurate and complete list of Subsidiaries of the Company and the respective equity ownership held by Check-Capthe Company in each Subsidiary. (b) Each of Check-Cap the PubCo and its Subsidiary Subsidiaries is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business in the manner in which its business is currently being conducted requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap PubCo Material Adverse Effect. (c) Except as Other than the Subsidiaries set forth on in Section 5.1(c6.1(a) of the Check-Cap PubCo Disclosure Schedule, Check-Cap the PubCo has no Subsidiaries, and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns Company does not own any capital stock or membership interests of, or any equity equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure ScheduleEntity. Neither Check-Cap nor its Subsidiary PubCo is or not and has never otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary PubCo has not 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. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary havePubCo has not, at any time, been a general partner of, or have has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap Fresh Vine and its Subsidiary Subsidiaries (including Merger Sub) is a corporation or limited liability company duly incorporatedincorporated or formed, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws laws of the jurisdiction of its incorporation or organization and has all necessary corporate or limited liability company power and authority: authority (i) to conduct its business in the manner in which its business is currently being conducted, (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. Check-Cap’s Subsidiary is wholly owned by Check-Cap. (b) Each of Check-Cap Fresh Vine and its Subsidiary Subsidiaries is licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws laws of all jurisdictions where the nature of its business in the manner in which its business is currently being conducted requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap Fresh Vine Material Adverse Effect. (c) Except as set forth on Section 5.1(c4.1(c) of the Check-Cap Fresh Vine Disclosure Schedule, Check-Cap Fresh Vine has no Subsidiaries, Subsidiaries other than Merger Sub and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns Fresh Vine does not own any capital stock of, or any equity ownership or profit profit-sharing interest of any nature in, or controls control directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure ScheduleMerger Sub. Neither Check-Cap nor its Subsidiary Fresh Vine is or not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary Fresh Vine has not agreed or and is not obligated to make, or nor is Fresh Vine bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary haveFresh Vine has not, at any time, been a general partner of, or have and has not otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap Parent, First Merger Sub and its Subsidiary Second Merger Sub is a corporation duly incorporatedincorporated or formed, as applicable, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction of its incorporation or organization formation, as applicable, 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 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. Check-Cap’s Subsidiary is wholly owned Since the date of its incorporation, Merger Subs haveSub has not engaged in any activities other than in connection with or as contemplated by Check-Capthis Agreement. (b) Each of Check-Cap Parent and its Subsidiary Subsidiaries is licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business in the manner in which its business is currently being conducted requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap Parent Material Adverse Effect. (c) Except Parent has no Subsidiaries other than Merger SubsSub and except as set forth on Section 5.1(c4.1(c) of the Check-Cap Parent Disclosure ScheduleLetter, Check-Cap has no Subsidiaries, and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns Parent does not own any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls control directly or indirectly, any other Entity other than the Entities Merger SubsSub. Except as set forth on Section 5.1(c4.1(c) of the Check-Cap Parent Disclosure Schedule. Neither Check-Cap nor its Subsidiary Letter, Parent is or not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary Parent has not agreed or and is not obligated to make, or nor is Parent bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary haveParent has not, at any time, been a general partner of, or have and has not otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap VINE and its Subsidiary Subsidiaries (including Pubco, Company Merger Sub and Purchaser Merger Sub) is a corporation or limited liability company duly incorporatedincorporated or formed, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws laws of the jurisdiction of its incorporation or organization and has all necessary corporate or limited liability company power and authority: authority (i) to conduct its business in the manner in which its business is currently being conducted, (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. Check-Cap’s Subsidiary is wholly owned Since the date of its formation, neither Pubco, Company Merger Sub, nor Purchaser Merger Sub have engaged in any activities other than in connection with or as contemplated by Check-Capthis Agreement. (b) Each of Check-Cap VINE and its Subsidiary Subsidiaries is licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws laws of all jurisdictions where the nature of its business in the manner in which its business is currently being conducted requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap VINE Material Adverse Effect. (c) Except as set forth on Section 5.1(c4.1(c) of the Check-Cap VINE Disclosure Schedule, Check-Cap VINE has no SubsidiariesSubsidiaries other than Pubco, Company Merger Sub and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns Purchaser Merger Sub and VINE does not own any capital stock of, or any equity ownership or profit profit-sharing interest of any nature in, or controls control directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure SchedulePubco, Company Merger Sub and Purchaser Merger Sub. Neither Check-Cap nor its Subsidiary VINE is or not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary VINE has not agreed or and is not obligated to make, or nor is VINE bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary haveVINE has not, at any time, been a general partner of, or have and has not otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap Aspen and its Subsidiary Subsidiaries (including Merger Sub) is a corporation or other legal entity duly incorporatedincorporated or formed, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction of its incorporation or organization 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 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 in all material respects under all Contracts by which it is bound. Check-CapSince the date of their formation, ▇▇▇▇▇▇ Sub have not engaged in any activities other than in connection with or as contemplated by this Agreement. All of Aspen’s Subsidiary is Subsidiaries are wholly owned by Check-CapAspen. (b) Each of Check-Cap Aspen and its Subsidiary Subsidiaries is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business in the manner in which its business is currently being conducted requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap an Aspen Material Adverse Effect. (c) Except as set forth on Section 5.1(c4.1(c) of the Check-Cap Aspen Disclosure Schedule, Check-Cap Aspen has no Subsidiaries, Subsidiaries other than Merger Sub and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns Aspen does not own any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls control directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure ScheduleMerger Sub. Neither Check-Cap nor its Subsidiary Aspen is or not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary Aspen has not agreed or and is not obligated to make, or nor is Aspen bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary haveAspen has not, at any time, been a general partner of, or have and has not otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary Apricus is a corporation duly incorporated, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws laws of the jurisdiction State of its incorporation or organization Nevada and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Each 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 or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used used; and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned Since the date of its incorporation, Merger Sub has not engaged in any activities other than in connection with or as contemplated by Check-Capthis Agreement. (b) Each of Check-Cap Apricus and its Subsidiary Subsidiaries is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap an Apricus Material Adverse Effect. (c) Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, Check-Cap Apricus has no Subsidiaries, except for the Entities identified in Section 3.1(c) of the Apricus Disclosure Schedule; and neither Check-Cap the Company nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule its Subsidiaries owns any capital stock of, or any equity equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities set forth on identified in Section 5.1(c3.1(c) of the Check-Cap Apricus Disclosure Schedule. Neither Check-Cap Apricus nor any of its Subsidiary Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap Apricus nor any of its Subsidiary Subsidiaries 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. Except as set forth on Section 5.1(c) Neither Apricus nor any of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary haveSubsidiaries has, at any time, been a general partner of, or have has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary ADES is a corporation duly incorporated, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the State of Delaware and each of its Subsidiaries is a corporation, limited liability company or other legal entity duly organized, validly existing, and in good standing under the Laws of its jurisdiction of organization. Each of ADES and its incorporation or organization and Subsidiaries 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 or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used used, and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary There is wholly owned by Check-Capno pending or, to the Knowledge of ADES, threatened in writing proceeding for the dissolution, liquidation or insolvency of ADES. (b) Each ADES and each of Check-Cap and its Subsidiary Subsidiaries is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap ADES Material Adverse Effect. (c) Except Section 3.1(c) of the ADES Disclosure Schedule sets forth a complete and accurate list of (i) each Subsidiary of ADES and (ii) each equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any Entity owned directly or indirectly by ADES (other than equity interests, if any, held directly or indirectly by Highview). Other than as set forth on in Section 5.1(c3.1(c) of the Check-Cap ADES Disclosure Schedule, Check-Cap has no Subsidiaries, and neither Check-Cap ADES nor any of the Entities described in Section 5.1(cits Subsidiaries (i) of the Check-Cap Disclosure Schedule owns any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule. Neither Check-Cap nor its Subsidiary is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entityentity or (ii) holds any equity or economic interest in any Person other than those Persons set forth in Section 3.1(c) of the ADES Disclosure Schedule. Neither Check-Cap Except as set forth in Section 3.1(c) of the ADES Disclosure Schedule, neither ADES nor any of its Subsidiary Subsidiaries 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. Except as set forth on Section 5.1(cNeither ADES nor any of its Subsidiaries has, in the past five (5) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary have, at any timeyears, been a general partner of, or have has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary The Company is a corporation duly incorporated, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the jurisdiction of its incorporation or 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, ; (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 used; and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary is wholly owned by Check-Cap. (b) Each of Check-Cap and its Subsidiary The Company is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap Company Material Adverse Effect. (c) Except as set forth on for the Entities identified in Section 5.1(c2.1(c) of the Check-Cap Company Disclosure Schedule, Check-Cap the Company has no Subsidiaries, Subsidiaries and neither Check-Cap the Company nor any of the Entities described identified in Section 5.1(c2.1(c) of the Check-Cap Company Disclosure Schedule owns any capital stock of, or any equity equity, ownership or profit profit-sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities set forth on identified in Section 5.1(c2.1(c) of the Check-Cap Company Disclosure Schedule. . (d) Neither Check-Cap the Company nor its Subsidiary is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap the Company nor its Subsidiary has agreed or is obligated to make, or nor is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of Neither the Check-Cap Disclosure Schedule, neither Check-Cap Company nor its Subsidiary havehas, at any time, been a general partner of, or have has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary Arq is a corporation duly incorporatedcompany incorporated under the laws of Jersey, is validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of Jersey and each of its Subsidiaries is a corporation, limited liability company or other legal entity duly organized, validly existing, and in good standing under the Laws of its jurisdiction of organization. Each of Arq and its incorporation or organization and Subsidiaries 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 or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used used; and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary There is wholly owned by Check-Capno pending or, to the Knowledge of Arq, threatened in writing proceeding for the dissolution, liquidation or insolvency of Arq. (b) Each Arq and each of Check-Cap and its Subsidiary Subsidiaries is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap an Arq Material Adverse Effect. (c) Except Section 2.1(c) of the Arq Disclosure Schedule sets forth a complete and accurate list of (i) each Subsidiary of Arq (each, an “Arq Subsidiary” and collectively the “Arq Subsidiaries”) and (ii) each equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any Entity owned directly or indirectly by Arq. Other than as set forth on in Section 5.1(c2.1(c) of the Check-Cap Arq Disclosure Schedule, Check-Cap has no Subsidiaries, and neither Check-Cap Arq nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule. Neither Check-Cap nor its Arq Subsidiary is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entityentity or hold any equity or economic interest in any Person other than those Persons set forth in Section 2.1(c) of the Arq Disclosure Schedule. Neither Check-Cap Arq nor its any Arq Subsidiary 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. Except as set forth on Section 5.1(cNeither Arq nor any Arq Subsidiary has, in the past five (5) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary have, at any timeyears, been a general partner of, or have has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap and its Subsidiary ADES is a corporation duly incorporated, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the State of Delaware and each of its Subsidiaries is a corporation, limited liability company or other legal entity duly organized, validly existing, and in good standing under the Laws of its jurisdiction of organization. Each of ADES and its incorporation or organization and Subsidiaries 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 or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used used, and (iii) to perform its obligations under all Contracts by which it is bound. Check-Cap’s Subsidiary There is wholly owned by Check-Capno pending or, to the Knowledge of ADES, threatened in writing proceeding for the dissolution, liquidation or insolvency of ADES. (b) Each ADES and each of Check-Cap and its Subsidiary Subsidiaries is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap ADES Material Adverse Effect. (c) Except Section 4.1(c) of the ADES Disclosure Schedule sets forth a complete and accurate list of (i) each Subsidiary of ADES and (ii) each equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any Entity owned directly or indirectly by ADES (other than equity interests, if any, held directly or indirectly by Highview). Other than as set forth on in Section 5.1(c4.1(c) of the Check-Cap ADES Disclosure Schedule, Check-Cap has no Subsidiaries, and neither Check-Cap ADES nor any of the Entities described in Section 5.1(cits Subsidiaries (i) of the Check-Cap Disclosure Schedule owns any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule. Neither Check-Cap nor its Subsidiary is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entityentity or (ii) holds any equity or economic interest in any Person other than those Persons set forth in Section 4.1(c) of the ADES Disclosure Schedule. Neither Check-Cap Except as set forth in Section 4.1(c) of the ADES Disclosure Schedule, neither ADES nor any of its Subsidiary Subsidiaries 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. Except as set forth on Section 5.1(cNeither ADES nor any of its Subsidiaries has, in the past five (5) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary have, at any timeyears, been a general partner of, or have has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each of Check-Cap Obsidian and its Subsidiary Subsidiaries is a corporation or other legal entity duly incorporatedincorporated or otherwise organized, validly existing and in good standing (to the extent applicable in such jurisdiction) 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, (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. CheckAll of Obsidian’s Subsidiaries are directly or indirectly wholly-Cap’s Subsidiary is wholly owned by Check-CapObsidian. (b) Each of Check-Cap Obsidian and its Subsidiary Subsidiaries is licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business in the manner in which its business is currently being conducted requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Check-Cap an Obsidian Material Adverse Effect. (c) Except as set forth on Section 5.1(c3.1(c) of the Check-Cap Obsidian Disclosure Schedule, Check-Cap Obsidian has no Subsidiaries, Subsidiaries and neither Check-Cap nor any of the Entities described in Section 5.1(c) of the Check-Cap Disclosure Schedule owns Obsidian does not directly or indirectly own any capital stock of, or any equity ownership or profit sharing interest of any nature in, or controls control directly or indirectly, any other Entity other than the Entities set forth on Section 5.1(c) of the Check-Cap Disclosure ScheduleEntity. Neither Check-Cap nor its Subsidiary Obsidian is or not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Check-Cap nor its Subsidiary Obsidian has not agreed or and is not obligated to make, or nor is Obsidian bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth on Section 5.1(c) of the Check-Cap Disclosure Schedule, neither Check-Cap nor its Subsidiary haveObsidian has not, at any time, been a general partner of, or have and has not otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.