Common use of Organization and Qualification; Subsidiaries; Investments Clause in Contracts

Organization and Qualification; Subsidiaries; Investments. (a) Section 2.1(a) of the Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of each person in which the Company owns, directly or indirectly, fifty percent (50%) or more of the voting interests or of which the Company otherwise has the right to direct the management (each, a "SUBSIDIARY") together with the jurisdiction of incorporation or organization of each Subsidiary and the percentage of each Subsidiary's outstanding capital stock or other equity interests owned directly or indirectly by the Company. All the outstanding capital stock or other ownership interests of each Subsidiary is owned by the Company, directly or indirectly, free and clear of any Lien or any other limitation or restriction. Each of the Company and Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company has delivered to Parent's counsel accurate and complete copies of the Certificate of Incorporation and Bylaws or comparable governing documents, each as in full force and effect on the date hereof, of the Company and each Subsidiary. Other than as specified in Section 2.1(a) of the Disclosure Letter, the Company has no operating Subsidiaries other than those incorporated in a state of the United States.

Organization and Qualification; Subsidiaries; Investments. (a) Section 2.1(a) of the Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of each person in which the Company owns, directly or indirectly, fifty percent (50%) or more of the voting interests or of which the Company otherwise has the right to direct the management (each, a "SUBSIDIARY"“Subsidiary”) together with the jurisdiction of incorporation or organization of each Subsidiary and the percentage of each Subsidiary's ’s outstanding capital stock or other equity interests owned directly or indirectly by the Company. All the outstanding capital stock or other ownership interests of each Subsidiary is owned by the Company, directly or indirectly, free and clear of any Lien or any other limitation or restriction. Each of the Company and the Subsidiaries is duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company has delivered to Parent's ’s counsel accurate and complete copies of the Certificate of Incorporation and Bylaws bylaws or comparable governing documents, each as in full force and effect on the date hereof, of the Company and each Subsidiary. Other than as specified in Section 2.1(a) of the Disclosure Letter, the The Company has no operating Subsidiaries other than those incorporated in a state of the United States, Canada or Costa Rica.

Organization and Qualification; Subsidiaries; Investments. (a) Section 2.1(a4.1(a) of the SP Disclosure Letter Schedule sets forth, as of the date of this Agreement, forth a true and complete list of each person Person in which the Company ownsCompanies own, directly or indirectly, fifty percent (50%) or more than 10% of the voting interests or of which the Company Companies otherwise has have the right to direct the management (each, a "SUBSIDIARY"“Subsidiary” and collectively, “Subsidiaries”) together with the jurisdiction of incorporation or organization of each Subsidiary and the percentage of each Subsidiary's ’s outstanding capital stock or other equity interests owned directly or indirectly by the CompanyCompanies. All of the outstanding capital stock or other ownership interests of each Subsidiary is owned by the CompanyCompanies, directly or indirectly, free and clear of any Lien or any other limitation or restrictionLien. Each of the Company Companies and the Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company has delivered Parent and the Companies have made available to Parent's counsel Newport and Buyer accurate and complete copies of the Certificate of Incorporation and Bylaws bylaws or comparable other governing documents, each as in full force and effect on the date hereof, of the Company Companies and each Subsidiary. Other than as specified in Section 2.1(a4.1(a) of the SP Disclosure LetterSchedule, the Company has Companies have no operating Subsidiaries other than those incorporated in a state of the United StatesSubsidiaries.

Organization and Qualification; Subsidiaries; Investments. (a) Section 2.1(a) of the Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of each person in which the Company owns, directly or indirectly, fifty percent (50%) or more of the voting interests or of which the Company otherwise has the right to direct the management (each, a "SUBSIDIARY") together with the jurisdiction of incorporation or organization of each Subsidiary and the percentage of each Subsidiary's outstanding capital stock or other equity interests owned directly or indirectly by the Company. All the outstanding capital stock or other ownership interests of each Subsidiary is owned by the Company, directly or indirectly, free and clear of any Lien or any other limitation or restriction. Each of the Company and the Subsidiaries is duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company has delivered to Parent's counsel accurate and complete copies of the Certificate of Incorporation and Bylaws bylaws or comparable governing documents, each as in full force and effect on the date hereof, of the Company and each Subsidiary. Other than as specified in Section 2.1(a) of the Disclosure Letter, the The Company has no operating Subsidiaries other than those incorporated in a state of the United States, Canada or Costa Rica.