Common use of Organization, Good Standing and Qualification; Subsidiaries Clause in Contracts

Organization, Good Standing and Qualification; Subsidiaries. (a) Each of the Moon Parties is a legal entity duly organized, validly existing and, to the extent such concept exists in the relevant jurisdiction, in good standing under the laws of its respective jurisdiction of organization. Except as would not reasonably be expected to have, individually or in the aggregate, a Moon Material Adverse Effect, (i) each of the Moon Parties’ Subsidiaries is a legal entity duly organized, validly existing and in good standing under the laws of its respective jurisdiction of organization and (ii) each of the Moon Parties and its Subsidiaries has all requisite corporate or similar power and authority to own, operate and lease its properties and assets and to carry on its business as now conducted. Each of the Moon Parties and its Subsidiaries is, to the extent such concepts or similar concepts exist in the relevant jurisdiction, duly qualified to do business and in good standing under the laws of any jurisdiction in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or in good standing does not and would not reasonably be expected to have, individually or in the aggregate, a Moon Material Adverse Effect or to prevent, materially delay or materially impair the ability of Moon to perform its obligations under this Agreement or to consummate the Combination. (b) Section 6.1(b) of the Moon Disclosure Letter lists each of Moon’s Subsidiaries and sets forth as to each (i) the type of entity, (ii) its jurisdiction of organization and (iii) its stockholders or other equity holders. Moon has made available to Comet prior to the date of this Agreement true and correct copies of the Organizational Documents of each of the Moon Parties and each of Moon’s material Subsidiaries, each as amended to date, and each as so made available is in full force and effect.

Organization, Good Standing and Qualification; Subsidiaries. (a) Each of the Moon Comet Parties is a legal entity duly organized, validly existing and, to the extent such concept exists in the relevant jurisdiction, in good standing under the laws of its respective jurisdiction of organization. Except as would not reasonably be expected to have, individually or in the aggregate, a Moon Comet Material Adverse Effect, (i) each of the Moon Comet Parties’ Subsidiaries is a legal entity duly organized, validly existing and in good standing under the laws of its respective jurisdiction of organization and (ii) each of the Moon Comet Parties and its Subsidiaries has all requisite corporate or similar power and authority to own, operate and lease its properties and assets and to carry on its business as now conducted. Each of the Moon Comet Parties and its Subsidiaries is, to the extent such concepts or similar concepts exist in the relevant jurisdiction, duly qualified to do business and in good standing under the laws of any jurisdiction in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or in good standing does not and would not reasonably be expected to have, individually or in the aggregate, a Moon Comet Material Adverse Effect or to prevent, materially delay or materially impair the ability of Moon Comet to perform its obligations under this Agreement or to consummate the Combination. (b) Section 6.1(b5.1(b) of the Moon Comet Disclosure Letter lists each of MoonComet’s Subsidiaries and sets forth as to each (i) the type of entity, (ii) its jurisdiction of organization and (iii) its stockholders or other equity holders. Moon Comet has made available to Comet Moon prior to the date of this Agreement true and correct copies of the certificate of formation, articles of association, or incorporation, bylaws, board rules or other organizational documents (collectively, “Organizational Documents Documents”) of each of the Moon Comet Parties and each of MoonComet’s material Subsidiaries, each as amended to date, and each as so made available is in full force and effect.

Organization, Good Standing and Qualification; Subsidiaries. (a) Each of the Moon Parties The Company has been duly organized and is a legal entity duly organized, validly existing and, to the extent such concept exists in the relevant jurisdiction, in good standing under the laws of its respective jurisdiction of organization. Except as would not reasonably be expected to have, individually or in the aggregate, a Moon Material Adverse Effect, (i) each of the Moon Parties’ Subsidiaries is a legal entity duly organized, validly existing and in good standing under the laws of its respective jurisdiction the State of organization and (ii) each of Delaware. The Company has the Moon Parties and its Subsidiaries has all requisite corporate or similar power and authority necessary to own, lease and operate and lease its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power and authority would not, individually or in the aggregate, have a Company Material Adverse Effect. Each subsidiary of the Moon Parties Company (each, a “Company Subsidiary,” and its Subsidiaries iscollectively, to the extent such concepts or similar concepts exist in the relevant jurisdiction, “Company Subsidiaries”) has been duly qualified to do business organized and is validly existing and in good standing under the laws of any the jurisdiction in which the character of the properties owned or leased by it therein or in which the transaction of its organization and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business makes such qualification necessaryas it is now being conducted, except where the failure to be so qualified organized, existing or in good standing does not or to have such power and authority would not reasonably be expected to havenot, individually or in the aggregate, have a Moon Company Material Adverse Effect Effect. The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation, limited liability company or limited partnership to preventdo business, materially delay or materially impair and is in good standing, in each jurisdiction where the ability of Moon to perform its obligations under this Agreement or to consummate the Combination. (b) Section 6.1(b) character of the Moon Disclosure Letter lists each properties owned, leased or operated by it or the nature of Moon’s its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, have a Company Material Adverse Effect. A true and complete list of all the Company Subsidiaries and sets forth as to each (i) the type of entity, (ii) its jurisdiction of organization and (iii) its stockholders or other equity holders. Moon has made available to Comet prior to the date of this Agreement true Agreement, together with the jurisdiction of incorporation or formation of each Company Subsidiary and correct copies the percentage of the Organizational Documents outstanding capital stock or other equity interest of each Company Subsidiary owned by the Company and each other Company Subsidiary as of such date, is set forth in Schedule 3.1. Except as set forth in Schedule 3.1, as of the Moon Parties and each date of Moon’s this Agreement, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity. The term “Company Material Subsidiaries” means those subsidiaries indicated as material on Schedule 3.1 (each, a “Company Material Subsidiary”). No Company Subsidiary, except for the Company Material Subsidiaries, each as amended would constitute a “significant subsidiary” of the Company under Rule 1-02 of Regulation S-X of the SEC, has any material assets or liabilities or, in the good faith judgment of the Company, is material to datethe business, and each as so made available is in full force and effectoperations or financial condition of the Company.

Organization, Good Standing and Qualification; Subsidiaries. (a) Each of the Moon Parties Parent has been duly organized and is a legal entity duly organized, validly existing and, to the extent such concept exists in the relevant jurisdiction, in good standing under the laws of its respective jurisdiction of organization. Except as would not reasonably be expected to have, individually or in the aggregate, a Moon Material Adverse Effect, (i) each of the Moon Parties’ Subsidiaries is a legal entity duly organized, validly existing and in good standing under the laws of its respective jurisdiction the State of organization and (ii) each of Delaware. Parent has the Moon Parties and its Subsidiaries has all requisite corporate or similar power and authority necessary to own, lease and operate and lease its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power and authority would not, individually or in the aggregate, have a Parent Material Adverse Effect. Each subsidiary of Parent (including Merger Sub) (each, a “Parent Subsidiary,” and collectively, the Moon Parties “Parent Subsidiaries”) has been duly organized and its Subsidiaries is, to the extent such concepts or similar concepts exist in the relevant jurisdiction, duly qualified to do business is validly existing and in good standing under the laws of any the jurisdiction in which the character of the properties owned or leased by it therein or in which the transaction of its organization and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business makes such qualification necessaryas it is now being conducted, except where the failure to be so qualified organized, existing or in good standing does not or to have such power and authority would not reasonably be expected to havenot, individually or in the aggregate, have a Moon Parent Material Adverse Effect Effect. The Parent and each Parent Subsidiary is duly qualified or licensed as a foreign corporation, limited liability company or limited partnership to preventdo business, materially delay or materially impair and is in good standing, in each jurisdiction where the ability of Moon to perform its obligations under this Agreement or to consummate the Combination. (b) Section 6.1(b) character of the Moon Disclosure Letter lists each properties owned, leased or operated by it or the nature of Moon’s its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, have a Parent Material Adverse Effect. A true and complete list of all the Parent Subsidiaries and sets forth as to each (i) the type of entity, (ii) its jurisdiction of organization and (iii) its stockholders or other equity holders. Moon has made available to Comet prior to the date of this Agreement true Agreement, together with the jurisdiction of incorporation or formation of each Parent Subsidiary and correct copies the percentage of the Organizational Documents outstanding capital stock or other equity interest of each Parent Subsidiary owned by Parent and each other Parent Subsidiary as of such date, is set forth in Schedule 4.1. Except as set forth in Schedule 4.1, as of the Moon Parties and each date of Moon’s this Agreement, Parent does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity. The term “Parent Material Subsidiaries” means those subsidiaries indicated as material on Schedule 4.1 (each, a “Parent Material Subsidiary”). No Parent Subsidiary, except for the Parent Material Subsidiaries, each as amended would constitute a “significant subsidiary” of Parent under Rule 1-02 of Regulation S-X of the SEC, has any material assets or liabilities or, in the good faith judgment of the Parent, is material to datethe business, and each as so made available is in full force and effectoperations or financial condition of Parent.

Organization, Good Standing and Qualification; Subsidiaries. (a) Each of the Moon Parties is a legal entity duly organized, validly existing and, to the extent such concept exists in the relevant jurisdiction, in good standing under the laws of its respective jurisdiction of organization. Except as would not reasonably be expected to haveset forth on Schedule 4.1(a), individually or in the aggregate, a Moon Material Adverse Effect, (i) each of the Moon Parties’ Company and its Subsidiaries is a legal entity corporation duly organized, validly existing and in good standing under the laws of its respective the jurisdiction of its incorporation or organization and (ii) each of the Moon Parties and its Subsidiaries has all requisite corporate or similar power and authority to own, operate and lease its properties and assets and to carry on its business as now conductedconducted and to own its properties. Each of the Moon Parties The Company and its Subsidiaries is, to the extent such concepts or similar concepts exist in the relevant jurisdiction, are duly qualified to do business as a foreign corporation and is in good standing under the laws of any in each jurisdiction in which the character of the properties owned or leased by it therein or in which the transaction conduct of its business or its ownership or leasing of property makes such qualification necessary, except where or leasing necessary unless the failure to be so qualified or in good standing does qualify has not had and would not reasonably be expected to have, individually or in the aggregate, a Moon Material Adverse Effect Effect. The non-significant subsidiaries of the Company do not constitute in the aggregate a material portion of the Company’s assets, liabilities or to prevent, materially delay or materially impair the ability of Moon to perform its obligations under this Agreement or to consummate the Combinationbusiness. (b) Section 6.1(bExcept as set forth on Schedule 4.1(b), Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 accurately sets forth each significant subsidiary (as defined in Rule 1-02 of Regulation S-X under the Exchange Act) of the Moon Disclosure Letter lists each Company, including its name, place of Moon’s Subsidiaries incorporation or formation, and sets forth as to each (i) if not wholly-owned directly or indirectly by the type Company, the record ownership of entity, (ii) its jurisdiction of organization and (iii) its stockholders all capital stock or other equity holdersinterests issued thereby. Moon has made available Except as set forth on Schedule 4.1(b), all shares of capital stock or other equity interests of any Subsidiary directly or indirectly owned by the Company have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties and are directly or indirectly owned by the Company free and clear of any liens, encumbrance and restrictions. There are no outstanding warrants, options, convertible securities or other rights (including preemptive rights and rights of first refusal), agreements or arrangements of any character under which a Subsidiary is or may be obligated to Comet prior to the date issue any equity securities of this Agreement true and correct copies any kind. All of the Organizational Documents of each Subsidiaries of the Moon Parties Company are consolidated for accounting purposes. Except for the Subsidiaries and each except as set forth on Schedule 4.1(b), the Company does not own any capital stock, membership interests, security or other interest in any other Person which would, if a subsidiary of Moon’s material Subsidiariesthe Company, each constitute a significant subsidiary (as amended to datedefined in Rule 1-02 of Regulation S-X under the Exchange Act), and each as so made available is which represents more than 5% of the issued and outstanding equity or ownership interests of such person, and neither the Company nor any of its Subsidiaries has any written or oral understanding or agreement to make any investment (in full force and effectthe form of a loan, capital contribution or otherwise) in, any other Person.

Organization, Good Standing and Qualification; Subsidiaries. (a) Each of the Moon Parties is a legal entity duly organized, validly existing and, to the extent such concept exists in the relevant jurisdiction, in good standing under the laws of Company and its respective jurisdiction of organization. Except as would not reasonably be expected to have, individually or in the aggregate, a Moon Material Adverse Effect, (i) each of the Moon Parties’ Subsidiaries is a legal entity corporation duly organized, validly existing and in good standing under the laws Laws of its respective jurisdiction of organization and (ii) each of the Moon Parties and its Subsidiaries organization, has all requisite corporate or similar power and authority to own, lease and operate and lease its properties and assets and to carry on its business as now presently conducted. Each , and, except as set forth on Section 5.1(a) of the Moon Parties and its Subsidiaries isCompany Disclosure Schedule, to the extent such concepts or similar concepts exist in the relevant jurisdiction, is duly qualified to do business and and, where applicable as a legal concept, is in good standing under as a foreign corporation in each jurisdiction where the laws ownership or operation of any jurisdiction in which the character of the its assets or properties owned or leased by it therein or in which the transaction conduct of its business makes requires such qualification necessaryqualification, except where the failure to be so organized, qualified or in good standing does standing, or to have such power or authority, when taken together with all other such failures, has not had, and would is not reasonably be expected to have, individually or in the aggregate, a Moon Company Material Adverse Effect (as defined below). The Company has made available to Parent a complete and correct copy of the certificate of incorporation and by-laws (or equivalent governing instruments) of the Company and each of its Subsidiaries and all amendments to preventsuch instruments. The certificate of incorporation and by-laws (or equivalent governing instruments) of the Company and each of its Subsidiaries made available are in full force and effect. The Company has made available to Parent correct and complete copies of the minutes of all meetings of the stockholders, materially delay or materially impair the ability board of Moon to perform directors of the Company (the “Company Board”), the board of directors of each Subsidiary of the Company and each committee of the Company Board and each board of directors of its obligations under Subsidiaries held between January 1, 2002 and April 20, 2007. As used in this Agreement “made available” means that the subject documents were posted for secure external viewing on the Company’s virtual data room in connection with negotiating this Agreement, or otherwise made available to consummate the CombinationParent in writing. (b) Section 6.1(b5.1(b) of the Moon Company Disclosure Letter lists Schedule contains a complete and accurate list of (x) each of Moonthe Company’s Subsidiaries and sets forth the ownership interest of the Company in each such Subsidiary, as to well as the ownership interest of any other Person or Persons in each (i) the type of entity, (ii) its jurisdiction of organization such Subsidiary and (iiiy) its stockholders or other equity holders. Moon has made available to Comet prior to each jurisdiction where the date of this Agreement true and correct copies of the Organizational Documents of each of the Moon Parties Company and each of Moon’s material its Subsidiaries is organized and qualified to do business. (c) Section 5.1(c) of the Company Disclosure Schedule contains a complete and accurate list of any and all Persons, not constituting Subsidiaries of the Company, of which the Company directly or indirectly owns an equity or similar interest, or an interest convertible into or exchangeable or exercisable for an equity or similar interest (collectively, the “Investments”). (d) The Company or a Subsidiary of the Company, as the case may be, owns all shares of capital stock or other securities owned by it in its Subsidiaries, each and all Investments owned by it, free and clear of all liens, pledges, security interests, claims or other encumbrances (“Liens”), and there are no outstanding contractual obligations of the Company or any of its Subsidiaries permitting the repurchase, redemption or other acquisition of any of its interest in any Subsidiary or Investment or requiring the Company or any of its Subsidiaries to provide funds to, make any investment (in the form of a loan, capital contribution or otherwise) in, provide any guarantee with respect to, or assume, endorse or otherwise become responsible for the obligations of, any Subsidiary or Investment. The Company does not own, directly or indirectly, any voting interest in any Person that requires an additional filing by Parent under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended to date, and each as so made available is in full force and effect(the “HSR Act”).