Common use of Operations of Subsidiaries Clause in Contracts

Operations of Subsidiaries. Each Subsidiary of the Company (a) is a corporation or other legal entity duly organized, validly existing and (if applicable) in good standing under the laws of the jurisdiction of its organization and has the requisite corporate or other organizational power and authority to own its properties and assets and conduct its business and operations as currently conducted, except where the failure to be duly organized, validly existing and in good standing would not be reasonably expected to have a material adverse effect on the business, results of operations or financial condition of the Company and its Subsidiaries taken as a whole, (b) is duly qualified and in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified or in good standing would not reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of the Company and its Subsidiaries taken as a whole, and (c) has, as of the date hereof, obtained from the appropriate Government Entities all approvals, permits and licenses necessary for the conduct of its business and operations, as currently conducted, which approvals, permits and licenses are, as of the date hereof, valid and remain in full force and effect, except where the failure to have obtained such approvals, permits and licenses or the failure of such approvals, permits or licenses to be valid and in full force and effect would not be reasonably expected to have a material adverse effect on the business, results of operations or financial condition of the Company and its Subsidiaries taken as a whole. The Company Disclosure Letter sets forth a true and correct list of each Subsidiary of the Company as of the date hereof. All of the outstanding capital stock of each such Subsidiary is owned entirely by the Company or by a Subsidiary of the Company, as the case may be, as of the date hereof, free and clear of all Liens and Restrictions, except for such restrictions on transfer as are imposed by state and federal securities laws and except for Liens and Restriction as will not reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of the Company and its Subsidiaries taken as a whole. For purposes of this Agreement, "Restriction," means, when used with respect to any specified security, any shareholders or other trust agreement, option, warrant, escrow, proxy, buy-sell agreement, power of attorney or other contract, agreement or arrangement which (i) grants to any Person the right to purchase or otherwise acquire, or obligates any Person to sell or otherwise dispose of, such specified security or any interest therein, or (ii) restricts the transfer of, or the exercise of any rights or the enjoyment of any benefits arising by reason of, the ownership of such specified security. All such shares of capital stock have been duly authorized and validly issued and are fully paid and nonassessable. There are no agreements, understandings or undertakings governing the rights and duties of the Company or any Subsidiary of the Company as a stockholder of any Subsidiary (other than a Subsidiary wholly owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company) under which the Company or any Subsidiary is or may become obligated, directly or indirectly, to acquire or dispose of any equity interest in, make any capital contribution or extend credit to, or act as guarantor, surety or indemnitor for any liability of any Subsidiary (other than a Subsidiary wholly owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company). Other than Subsidiaries of the Company, the Company has no interest in any corporation, joint venture, limited liability company, limited liability partnership, or other business enterprise of any nature, other than investments in marketable securities acquired in the ordinary course of business.

Operations of Subsidiaries. Each Subsidiary of the Company (a) -------------------------- is a corporation or other legal entity duly organized, validly existing and (if applicable) in good standing under the laws of the jurisdiction of its organization and has the requisite corporate or other organizational power and authority to own its properties and assets and conduct its business and operations as currently conducted, except where the failure to be duly organized, validly existing and in good standing would not be reasonably expected to have a material adverse effect on the business, results of operations or financial condition of the Company and its Subsidiaries taken as a whole, (b) is duly qualified and in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified or in good standing would not reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of the Company and its Subsidiaries taken as a whole, and (c) has, as of the date hereof, obtained from the appropriate Government Entities all approvals, permits and licenses necessary for the conduct of its business and operations, as currently conducted, which approvals, permits and licenses are, as of the date hereof, valid and remain in full force and effect, except where the failure to have obtained such approvals, permits and licenses or the failure of such approvals, permits or licenses to be valid and in full force and effect would not be reasonably expected to have a material adverse effect on the business, results of operations or financial condition of the Company and its Subsidiaries taken as a whole. The Company Disclosure Letter sets forth a true and correct list of each Subsidiary of the Company as of the date hereof. All of the outstanding capital stock of each such Subsidiary is owned entirely by the Company or by a Subsidiary of the Company, as the case may be, as of the date hereof, free and clear of all Liens and Restrictions, except for such restrictions on transfer as are imposed by state and federal securities laws and except for Liens and Restriction as will not reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of the Company and its Subsidiaries taken as a whole. For purposes of this Agreement, "Restriction," means, when ----------- used with respect to any specified security, any shareholders or other trust agreement, option, warrant, escrow, proxy, buy-sell agreement, power of attorney or other contract, agreement or arrangement which (i) grants to any Person the right to purchase or otherwise acquire, or obligates any Person to sell or otherwise dispose of, such specified security or any interest therein, or (ii) restricts the transfer of, or the exercise of any rights or the enjoyment of any benefits arising by reason of, the ownership of such specified security. All such shares of capital stock have been duly authorized and validly issued and are fully paid and nonassessable. There are no agreements, understandings or undertakings governing the rights and duties of the Company or any Subsidiary of the Company as a stockholder of any Subsidiary (other than a Subsidiary wholly owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company) under which the Company or any Subsidiary is or may become obligated, directly or indirectly, to acquire or dispose of any equity interest in, make any capital contribution or extend credit to, or act as guarantor, surety or indemnitor for any liability of any Subsidiary (other than a Subsidiary wholly owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company). Other than Subsidiaries of the Company, the Company has no interest in any corporation, joint venture, limited liability company, limited liability partnership, or other business enterprise of any nature, other than investments in marketable securities acquired in the ordinary course of business.

Operations of Subsidiaries. Each Subsidiary of the Company (a) -------------------------- is a corporation or other legal entity duly organized, validly existing and (if applicable) in good standing under the laws of the jurisdiction of its organization and has the requisite corporate or other organizational power and authority to own its properties and assets and conduct its business and operations as currently conducted, except where the failure to be duly organized, validly existing and in good standing would not be reasonably expected to have a material adverse effect on the business, results of operations or financial condition of the Company and its Subsidiaries taken as a whole, (b) is duly qualified and in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified or in good standing would not reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of the Company and its Subsidiaries taken as a whole, and (c) has, as of the date hereof, obtained from the appropriate Government Entities all approvals, permits and licenses necessary for the conduct of its business and operations, as currently conducted, which approvals, permits and licenses are, as of the date hereof, valid and remain in full force and effect, except where the failure to have obtained such approvals, permits and licenses or the failure of such approvals, permits or licenses to be valid and in full force and effect would not be reasonably expected to have a material adverse effect on the business, results of operations or financial condition of the Company and its Subsidiaries taken as a whole. The Company Disclosure Letter sets forth a true and correct list of each Subsidiary of the Company as of the date hereof. All of the outstanding capital stock of each such Subsidiary is owned entirely by the Company or by a Subsidiary of the Company, as the case may be, as of the date hereof, free and clear of all Liens and Restrictions, except for such restrictions on transfer as are imposed by state and federal securities laws and except for Liens and Restriction as will not reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of the Company and its Subsidiaries taken as a whole. For purposes of this Agreement, "Restriction," means, when used with respect to any specified ----------- security, any shareholders or other trust agreement, option, warrant, escrow, proxy, buy-sell agreement, power of attorney or other contract, agreement or arrangement which (i) grants to any Person the right to purchase or otherwise acquire, or obligates any Person to sell or otherwise dispose of, such specified security or any interest therein, or (ii) restricts the transfer of, or the exercise of any rights or the enjoyment of any benefits arising by reason of, the ownership of such specified security. All such shares of capital stock have been duly authorized and validly issued and are fully paid and nonassessable. There are no agreements, understandings or undertakings governing the rights and duties of the Company or any Subsidiary of the Company as a stockholder of any Subsidiary (other than a Subsidiary wholly owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company) under which the Company or any Subsidiary is or may become obligated, directly or indirectly, to acquire or dispose of any equity interest in, make any capital contribution or extend credit to, or act as guarantor, surety or indemnitor for any liability of any Subsidiary (other than a Subsidiary wholly owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company). Other than Subsidiaries of the Company, the Company has no interest in any corporation, joint venture, limited liability company, limited liability partnership, or other business enterprise of any nature, other than investments in marketable securities acquired in the ordinary course of business.and