Common use of Due Organization; Subsidiaries Clause in Contracts

Due Organization; Subsidiaries. Except as set forth in Section 5.1 of the Parent Disclosure Letter: (a) Parent is a corporation duly incorporated and validly existing under the Laws of the jurisdiction of its 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. (b) Each of Parent and its 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 Parent Material Adverse Effect. (c) Parent has no Subsidiaries and except as set forth on Section 5.1(c) of the Parent Disclosure Letter, Parent does not own any capital stock of, or any equity ownership or profit sharing interest of any nature in, or control directly or indirectly, any other Entity. Except as set forth on Section 5.1(c) of the Parent Disclosure Letter, Parent is 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. Parent has not agreed and is not obligated to make, 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. Parent has not, at any time, been a general partner of, 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. Except as set forth in Section 5.1 of the Parent Disclosure Letter: (a) Parent The Company is a corporation duly incorporated and incorporated, validly existing and in good standing under the Laws of the jurisdiction of its incorporation, 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, except, in each case, where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions or have a Company Material Adverse Effect. (b) Each of Parent and its Subsidiaries 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 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 Parent Company Material Adverse Effect. (c) Parent The Company has no Subsidiaries and except as set forth on Section 5.1(c) of the Parent Disclosure Letter, Parent Company does not own any capital stock of, or any equity equity, ownership or profit sharing interest of any nature in, or and does not control directly or indirectly, any other Entity. Except as set forth on Section 5.1(c) of the Parent Disclosure Letter, Parent The Company is not and has not otherwise never been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Parent The Company has not agreed and agreed, is not obligated to make, nor and is Parent not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Parent The Company has not, at any time, never been a general partner of, and has not otherwise never been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. Except as set forth in Section 5.1 of the Parent Disclosure Letter: (a) Parent Q32 is a corporation or other legal entity duly incorporated and or otherwise organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation, 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. (b) Each of Parent Q32 and its 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 Parent Q32 Material Adverse Effect. (c) Parent has no Subsidiaries and except Except as set forth on Section 5.1(c3.1(c) of the Parent Q32 Disclosure LetterSchedule, Parent Q32 has no Subsidiaries and Q32 does not directly or indirectly own any capital stock of, or any equity ownership or profit sharing interest of any nature in, or control directly or indirectly, any other Entity. Except as set forth on Section 5.1(c) of the Parent Disclosure Letter, Parent Q32 is 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. Parent Q32 has not agreed and is not obligated to make, nor or 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. Parent Q32 has not, at any time, been a general partner of, 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. Except as set forth in Section 5.1 of the Parent Disclosure Letter: (a) Parent is a corporation duly incorporated and organized, validly existing and in good standing under the Laws of the jurisdiction State of its incorporation, Delaware and Parent has all necessary requisite corporate power and authority: (i) authority to conduct own, lease and operate its properties and assets and to carry on its business as presently conducted. Parent is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the manner in which its business is currently being conductedaggregate, (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 bounda Parent Material Adverse Effect. (b) Each of the Parent and its Subsidiaries is licensed a legal Entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of the Parent Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of the Parent Subsidiaries is qualified to do business, business and is in good standing (to the extent applicable as a foreign corporation or other legal Entity in such jurisdiction), under the Laws of all jurisdictions each jurisdiction where the nature ownership, leasing or operation of its assets or properties or conduct of its business in the manner in which its business is currently being conducted requires such licensing or qualification other than in jurisdictions qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate would not be reasonably expected to have aggregate, a Parent Material Adverse Effect. (c) Parent has no Subsidiaries delivered or made available to the Company accurate and except as set forth on Section 5.1(ccomplete copies of the certificate of incorporation and bylaws (or similar organizational documents) of Parent (collectively, the “Parent Organizational Documents”). Parent is not in material breach of the Parent Disclosure Letter, Parent does not own any capital stock of, or any equity ownership or profit sharing interest of any nature in, or control directly or indirectly, any other Entity. Except as set forth on Section 5.1(c) of the Parent Disclosure Letter, Parent is 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. Parent has not agreed and is not obligated to make, 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. Parent has not, at any time, been a general partner of, and has not otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other EntityOrganizational Documents.

Due Organization; Subsidiaries. Except as set forth in Section 5.1 of the Parent Disclosure Letter: (a) Each of Parent and Merger Sub is a corporation duly incorporated and incorporated, validly existing and in good standing under the Laws of the jurisdiction State of its incorporation, Delaware and has all necessary corporate 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 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, except in the case of the foregoing (i) and (iii) ii), where the failure to perform have such power or authority would not reasonably be expected to be material to Parent, or prevent or materially delay the ability of Parent and Merger Sub to consummate the Contemplated Transactions. Since the date of its obligations under all Contracts incorporation, Merger Sub has not engaged in any activities other than activities incident to its formation or in connection with or as contemplated by which it is boundthis Agreement. (b) Each of Parent and its 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 Parent Material Adverse Effect. (c) Except for Merger Sub, Parent has no Subsidiaries and except as set forth on Section 5.1(c) of the Subsidiaries, nor does Parent Disclosure Letter, Parent does not own any capital stock of, or any equity equity, ownership or profit sharing interest of any nature in, or control controls directly or indirectly, any other Entity. Except as set forth on Section 5.1(c) of the Parent Disclosure Letter, Parent is not and not, nor has not it otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Parent has not agreed and agreed, nor is not it obligated to make, nor is Parent it bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Parent has not, at any time, been a general partner of, and or 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. Except as set forth in Section 5.1 4.1 of the Parent Disclosure Letter: (a) Each of Parent and Merger Sub is a corporation duly incorporated and or formed, as applicable, validly existing and in good standing under the Laws of the jurisdiction of its incorporationincorporation or 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. Since the date of its incorporation, Merger Sub has not engaged in any activities other than in connection with or as contemplated by this Agreement. (b) Each of Parent and its 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 Parent Material Adverse Effect. (c) Parent has no Subsidiaries other than Blackbox Operating and Merger Sub and except as set forth on Section 5.1(c4.1(c) of the Parent Disclosure Letter, Parent does not own any capital stock of, or any equity ownership or profit sharing interest of any nature in, or control directly or indirectly, any other EntityEntity other than Merger Sub. Except as set forth on Section 5.1(c4.1(c) of the Parent Disclosure Letter, Parent is 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. Parent has not agreed and is not obligated to make, 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. Parent has not, at any time, been a general partner of, 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. Except as set forth in Section 5.1 of the Parent Disclosure Letter: (a) Parent is a corporation duly incorporated and incorporated, validly existing and in good standing under the Laws of the jurisdiction Commonwealth of Massachusetts and has all necessary corporate power and authority: (i) to conduct its incorporationbusiness 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. Merger Sub is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of 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 and (iii) to perform its obligations under all Contracts by which it is bound. Since the date of its incorporation, Merger Subs have not engaged in any activities other than in connection with or as contemplated by this Agreement. (b) Each of Parent and its 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 Parent Material Adverse Effect. (c) Parent has no Subsidiaries and except Except as set forth on Section 5.1(c4.1(c) of the Parent Disclosure Letter, Parent has no Subsidiaries other than Merger Subs, and Parent does not own any capital stock of, or any equity equity, ownership or profit sharing interest of any nature in, or control control, directly or indirectly, any other EntityEntity other than Merger Subs. Except as set forth on Section 5.1(c4.1(c) of the Parent Disclosure Letter, Parent is 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. Parent has not agreed and is not obligated to make, 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. Parent has not, at any time, been a general partner of, 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. Except as set forth in Section 5.1 of the Parent Disclosure Letter: (a) Each of Parent and Merger Sub is a corporation duly incorporated and incorporated, validly existing and in good standing under the Laws of the jurisdiction State of its incorporationDelaware, 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, except, in each of the foregoing cases, where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of Parent and Merger Sub to consummate the Contemplated Transactions. Since the date of its incorporation, Merger Sub has not engaged in any activities other than activities incident to its formation or in connection with or as contemplated by this Agreement. (b) Each of Parent and its 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 Parent Material Adverse Effect. (c) Parent has no Subsidiaries other than Merger Sub; and except as set forth on Section 5.1(c) of the Parent Disclosure Letter, Parent does not own any capital stock of, or any equity equity, ownership or profit sharing interest of any nature in, or control directly or indirectly, any other Entity. Except as set forth on Section 5.1(c, other than Merger Sub. (d) Neither Parent nor any of the Parent Disclosure Letter, Parent its Subsidiaries is not and or has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Parent has not nor any of its Subsidiaries have agreed and or is not obligated to make, nor or 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. Neither Parent has notnor any of its Subsidiaries have, at any time, been a general partner of, and or 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. Except as set forth in Section 5.1 of the Parent Disclosure Letter: (a) Parent is and Merger Sub are each a corporation duly incorporated and organized, validly existing and in good standing under the Laws laws of the State of Delaware and each of Parent’s Subsidiaries is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws of the jurisdiction of its incorporationorganization. Except as would not reasonably be expected to have or result in a Parent Material Adverse Effect, Parent and has all Merger Sub have the necessary corporate power and authority: (i) to conduct its business their respective businesses in the manner in which its business is their respective businesses are currently being conducted, ; (ii) to own or lease and use its property and their respective assets in the manner in which its property and their respective assets are currently owned or leased and used used; and (iii) to perform its their respective obligations under all Contracts by which it is they are respectively bound. (b) . Each of Parent and its Subsidiaries Merger Sub is qualified, registered or licensed and qualified to do businessbusiness as a foreign entity, and is in good standing (with respect to the extent applicable in jurisdictions that recognize such jurisdictionconcept), under the Laws laws of all jurisdictions where the nature of its business in or the manner in which its business is currently being conducted ownership or use of their respective assets requires such licensing qualification, registration or qualification other than in jurisdictions licensure, except where the that failure to be so qualified individually qualified, registered or in the aggregate licensed would not reasonably be reasonably expected to have or result in a Parent Material Adverse Effect. (cb) Parent has no Subsidiaries and except as set forth on Section 5.1(c) Part 3.1(b)-1 of the Parent Disclosure LetterSchedule contains an accurate and complete list, as of the date of this Agreement, of the name and jurisdiction of organization of each Subsidiary of Parent. Except as set forth in Part 3.1(b)-2 of the Parent does not own Disclosure Schedule, (i) neither Parent nor Merger Sub owns any capital stock of, or any equity ownership or profit sharing interest of any nature in, or control directly or indirectly, any other Entity. Except as set forth on Section 5.1(c, other than a Subsidiary of Parent, (ii) neither Parent nor Merger Sub has at any time been a general partner of the any general or limited partnership and (iii) neither Parent Disclosure Letter, Parent nor Merger Sub has agreed or is 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. Parent has not agreed and is not obligated to make, nor or 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. Parent has not, at any time, been a general partner of, 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. Except as set forth in Section 5.1 of the Parent Disclosure Letter: (a) Each of Parent and its Subsidiaries (including Merger Subs) is a corporation or limited liability company duly incorporated and or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporationincorporation 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. Each of the Merger Subs was formed solely for the purpose of engaging in the Merger. Since the date of their formation, Merger Subs have not engaged in any activities other than in connection with or as contemplated by this Agreement. Merger Sub 2 is disregarded as separate from Parent for U.S. federal income Tax purposes. All of Parent’s Subsidiaries are wholly owned by Parent and Merger Subs are directly owned by Parent. (b) Each of Parent and its 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 an Parent Material Adverse Effect. (c) Parent has no Subsidiaries and except Except as set forth on Section 5.1(c4.1(c) of the Parent Disclosure LetterSchedule, Parent has no Subsidiaries other than Merger Sub and Parent does not own any capital stock of, or any equity ownership or profit sharing interest of any nature in, or control directly or indirectly, any other EntityEntity other than Merger Sub. Except as set forth on Section 5.1(c) of the Parent Disclosure Letter, Parent is not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture venture, or similar business entity. Parent has not agreed and is not obligated to make, 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. Parent has not, at any time, been a general partner of, and has not otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership partnership, or other Entity.

Due Organization; Subsidiaries. Except as set forth in Section 5.1 of the Parent Disclosure Letter: (a) Parent is and Merger Sub are each a corporation duly incorporated and organized, validly existing and in good standing under the Laws laws of the State of Delaware and each of Parent’s Subsidiaries is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws of the jurisdiction of its incorporationorganization. Except as would not reasonably be expected to have or result in a Parent Material Adverse Effect, Parent and has all Merger Sub have the necessary corporate power and authority: (i) to conduct its business their respective businesses in the manner in which its business is their respective businesses are currently being conducted, ; (ii) to own or lease and use its property and their respective assets in the manner in which its property and their respective assets are currently owned or leased and used used; and (iii) to perform its their respective obligations under all Contracts by which it is they are respectively bound. (b) . Each of Parent and its Subsidiaries Merger Sub is qualified, registered or licensed and qualified to do businessbusiness as a foreign entity, and is in good standing (with respect to the extent applicable in jurisdictions that recognize such jurisdictionconcept), under the Laws laws of all jurisdictions where the nature of its business in or the manner in which its business is currently being conducted ownership or use of their respective assets requires such licensing qualification, registration or qualification other than in jurisdictions licensure, except where the that failure to be so qualified individually qualified, registered or in the aggregate licensed would not reasonably be reasonably expected to have or result in a Parent Material Adverse Effect. (cb) Parent has no Subsidiaries and except as set forth on Section 5.1(c) Part 3.1(b)-1 of the Parent Disclosure LetterSchedule contains an accurate and complete list, as of the date of this Agreement, of the name and jurisdiction of organization of each Subsidiary of Parent. Except as set forth in Part 3.1(b)-2 of the Parent does not own Disclosure Schedule, (i) neither Parent nor Merger Sub owns any capital stock of, or any equity ownership or profit sharing interest of any nature in, or control directly or indirectly, any other Entity. Except as set forth on Section 5.1(c, other than a Subsidiary of Parent, (ii) neither Parent nor Merger Sub has at any time been a general partner of the any general or limited partnership and (iii) neither Parent Disclosure Letter, Parent nor US-LEGAL-11446530/6 174293-0017 3089529.v7 Merger Sub has agreed or is 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. Parent has not agreed and is not obligated to make, nor or 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. Parent has not, at any time, been a general partner of, 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. Except as set forth in Section 5.1 of the Parent Disclosure Letter: (a) Each of Parent and its Subsidiaries (including Merger Subs) is a corporation or limited liability company duly incorporated and or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation, 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. Since the date of their formation, Merger Subs have not engaged in any activities other than in connection with or as contemplated by this Agreement. All of Parent’s Subsidiaries are wholly owned by Parent. (b) Each of Parent and its 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 Parent Material Adverse Effect. (c) Parent has no Subsidiaries and except Except as set forth on Section 5.1(c4.1(c) of the Parent Disclosure LetterSchedule, Parent has no Subsidiaries other than Merger Subs and Parent does not own any capital stock of, or any equity ownership or profit sharing interest of any nature in, or control directly or indirectly, any other EntityEntity other than Merger Subs. Except as set forth on Section 5.1(c) of the Parent Disclosure Letter, Parent is 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. Parent has not agreed and is not obligated to make, 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. Parent has not, at any time, been a general partner of, 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. Except as set forth in Section 5.1 of the Parent Disclosure Letter: (a) Each of Parent and Merger Sub is a corporation duly incorporated and incorporated, validly existing and in good standing under the Laws of the jurisdiction State of its incorporation, 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 and (iii) to perform its obligations under all Contracts by which it is bound. Since the date of its incorporation, Merger Sub has not engaged in any activities other than in connection with or as contemplated by this Agreement. (b) Each of Parent and its 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 Parent Material Adverse Effect. (c) Parent has no Subsidiaries other than Merger Sub and except as set forth on Section 5.1(c) of the Parent Disclosure Letter, Parent does not own any capital stock Equity Securities of, or any equity ownership or profit profit-sharing interest of any nature in, or control directly or indirectly, any other EntityEntity other than Merger Sub. Except as set forth on Section 5.1(c) of the Parent Disclosure Letter, Parent is 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. Parent has not agreed and is not obligated to make, 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. Parent has not, at any time, been a general partner of, 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. Except as set forth in Section 5.1 of the Parent Disclosure Letter: (a) Parent The Company is a corporation duly incorporated and limited liability company, validly existing and in good standing under the Laws of the jurisdiction of its incorporation, 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. HoldCo is a corporation, validly existing and in good standing under the Laws of 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 perform its obligations under all Contracts by which it is bound. (b) Each of Parent the Company and its Subsidiaries HoldCo 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 Parent Company Material Adverse Effect. (c) Parent The Company has no Subsidiaries and except as set forth on Section 5.1(c) of the Parent Disclosure Letter, Parent Company does not own any capital stock of, or any equity equity, ownership or profit profit-sharing interest of any nature in, or control any interest convertible into or exchangeable or exercisable for any equity or similar interest in, or controls directly or indirectly, any other EntityPerson. Except as set forth on Section 5.1(cOther than the Company, HoldCo has no other subsidiaries and does not own any capital stock of, or any equity, ownership or profit-sharing interest of any nature in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, or controls directly or indirectly, any other Person. (d) of the Parent Disclosure Letter, Parent is The Company and HoldCo each do not and has not otherwise nor have ever been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Parent has The Company and HoldCo have each agreed not agreed to, and is are not obligated to make, nor is Parent are bound by any Contract under which it either may become obligated to make, any future investment in or capital contribution to any other Entity. Parent has notNeither the Company nor HoldCo has, at any time, been a general partner of, and or 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. Except as set forth in Section 5.1 of the Parent Disclosure Letter: (a) Each of Parent and Merger Sub is a corporation duly incorporated and incorporated, validly existing and in good standing under the Laws laws of the jurisdiction State of its incorporation, 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. Since the date of its incorporation, Merger Sub has not engaged in any activities other than as contemplated by this Agreement. (b) Each of Parent and its 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 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 Parent Material Adverse Effect. (c) Parent has no Subsidiaries except for Merger Sub and except as set forth on Section 5.1(c) of the neither Parent Disclosure Letter, Parent does not own nor Merger Sub owns any capital stock of, or any equity ownership or profit sharing interest of any nature in, or control directly or indirectly, any other EntityEntity other than Merger Sub. Except as set forth on Section 5.1(c) of the Neither Parent Disclosure Letter, Parent nor Merger Sub is not and or has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Parent nor Merger Sub has not agreed and or is not obligated to make, nor is Parent either such Party bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither Parent has notnor Merger Sub has, at any time, been a general partner of, and or 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. Except as set forth in Section 5.1 of the Parent Disclosure Letter: (a) Parent Each of Utah and its Subsidiaries (including Merger Subs) is a corporation or limited liability company duly incorporated and or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation, 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. Since the date of their formation, Merger Subs have not engaged in any activities other than in connection with or as contemplated by this Agreement. All of Utah’s Subsidiaries are wholly owned by Utah. (b) Each of Parent Utah and its 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 Parent an Utah Material Adverse Effect. (c) Parent has no Subsidiaries and except Except as set forth on Section 5.1(c4.1(c) of the Parent Utah Disclosure LetterSchedule, Parent Utah has no Subsidiaries other than Merger Subs and Utah does not own any capital stock of, or any equity ownership or profit sharing interest of any nature in, or control directly or indirectly, any other EntityEntity other than Merger Subs. Except as set forth on Section 5.1(c) of the Parent Disclosure Letter, Parent Utah is 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. Parent Utah has not agreed and is not obligated to make, nor is Parent Utah bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Parent Utah has not, at any time, been a general partner of, 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. Except as set forth in Section 5.1 of the Parent Disclosure Letter: (a) Parent Each of Terrain and Merger Sub is a corporation duly incorporated and incorporated, validly existing and in good standing under the Laws laws of the jurisdiction State of its incorporation, 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 and (iii) to perform its obligations under all Contracts by which it is bound. Since the date of its incorporation, Merger Sub has not engaged in any activities other than in connection with or as contemplated by this Agreement. (b) Each of Parent and its Subsidiaries Terrain 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 Parent Terrain Material Adverse Effect. (c) Parent Terrain has no Subsidiaries other than Merger Sub and except as set forth on Section 5.1(c) of the Parent Disclosure Letter, Parent Terrain does not own any capital stock of, or any equity ownership or profit profit-sharing interest of any nature in, or control directly or indirectly, any other EntityEntity other than Merger Sub. Except as set forth on Section 5.1(c) of the Parent Disclosure Letter, Parent Terrain is 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. Parent ▇▇▇▇▇▇▇ has not agreed and is not obligated to make, nor is Parent Terrain bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Parent Terrain has not, at any time, been a general partner of, 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. Except as set forth in Section 5.1 of the Parent Disclosure Letter: (a) Parent Each of the Company and its Subsidiaries is a corporation or other legal entity duly incorporated and or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation, 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. Section 5.1(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 the Company in each Subsidiary. (b) Each of Parent the Company and its 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 Parent Company Material Adverse Effect. (c) Parent has no Subsidiaries and except Other than as set forth on in Section 5.1(c5.1(a) of the Parent Company Disclosure LetterSchedule, Parent as of the date of this Agreement, the Company has no other Subsidiaries and the 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 control controls directly or indirectly, any other Entity. Except as set forth on Section 5.1(c) of the Parent Disclosure Letter, Parent The Company is not and has not never otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Parent The Company has not agreed and or is not obligated to make, nor or 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. Parent The Company has not, at any time, been a general partner of, and or 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. Except as set forth in Section 5.1 of the Parent Disclosure Letter: (a) Each of Parent and Merger Sub is a corporation duly incorporated and or formed, as applicable, validly existing and in good standing under the Laws of the jurisdiction of its incorporationincorporation or 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. Since the date of its incorporation, Merger Sub have not engaged in any activities other than in connection with or as contemplated by this Agreement. (b) Each of Parent and its 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 Parent Material Adverse Effect. (c) Parent has no Subsidiaries other than Merger Sub and except as set forth on Section 5.1(c4.1(c) of the Parent Disclosure Letter, Parent does not own any capital stock of, or any equity ownership or profit sharing interest of any nature in, or control directly or indirectly, any other EntityEntity other than Merger Sub. Except as set forth on Section 5.1(c4.1(c) of the Parent Disclosure Letter, Parent is 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. Parent has not agreed and is not obligated to make, 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. Parent has not, at any time, been a general partner of, and has not otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.