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

Organization and Qualification; Subsidiaries; Investments. (a) Section 3.1(a) of the Company Disclosure Schedule sets forth a true and complete list of all the Company's directly and indirectly owned subsidiaries together with the jurisdiction of incorporation of each subsidiary. The Company or another subsidiary of the Company owns 100% of each subsidiary's outstanding capital stock or other equity interests. Each of the Company and its 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 businesses as now being conducted. The Company has heretofore made available to Parent accurate and complete copies of the Certificate of Incorporation and bylaws (or similar governing documents), as currently in full force and effect, of the Company and each of its subsidiaries. Except as set forth in Section 3.1(a) of the Company Disclosure Schedule, the Company has no operating subsidiaries other than those incorporated in a state of the United States.

Organization and Qualification; Subsidiaries; Investments. (a) Section 3.1(a2.1(a) of the Company Disclosure Schedule sets forth forth, as of the date of this Agreement, a true and complete list of all the Company's directly and or indirectly owned subsidiaries subsidiaries, together with the jurisdiction of incorporation of each subsidiary. The Company or another subsidiary of and the Company owns 100% percentage of each subsidiary's outstanding capital stock or other equity interestsinterests owned by the Company or another subsidiary of the Company. Each of the Company and its 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 businesses as now being conducted. The Company has heretofore made available delivered to Acquisition or Parent accurate and complete copies of the Certificate Articles of Incorporation and bylaws (or similar governing documents), as currently in full force and effect, of the Company and each of its subsidiaries. Except as set forth in Section 3.1(a2.1(a) of the Company Disclosure Schedule, Schedule identifies all the material subsidiaries of the Company. The Company has no operating subsidiaries other than those incorporated in a state of the United States.

Organization and Qualification; Subsidiaries; Investments. (a) Section 3.1(a) of the Company Disclosure Schedule sets forth a true and complete list of all the Company's directly and indirectly owned subsidiaries and branch offices, together with the jurisdiction of incorporation of each subsidiary. The Company or another subsidiary of and the Company owns 100% percentage of each subsidiary's outstanding capital stock or other equity interestsinterests owned by the Company or another subsidiary of the Company. Each of the Company and its 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 businesses as now being conducted. The Company has heretofore made available delivered to Parent accurate and complete copies of the Certificate of Incorporation and bylaws (or similar governing documents), as currently in full force and effect, of the Company and each of its subsidiaries. Section 3.1(a) of the Company Disclosure Schedule specifically identifies each subsidiary of the Company that contains any material assets or through which the Company conducts any material operations. Except as set forth in Section 3.1(a) of the Company Disclosure Schedule, the Company has no operating subsidiaries other than those incorporated in a state of the United States.