ORGANIZATION OF AUDITS Sample Clauses

ORGANIZATION OF AUDITS. Audits is duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware with full corporate power and authority to own its properties and to conduct its business as now conducted. Audits is duly qualified to do business as a foreign corporation in good standing in all jurisdictions where the nature of its assets or business requires such qualification, except for failures to be so qualified or in good standing which would not in the aggregate have a Material Adverse Effect, and such jurisdictions are listed in Part A of the Disclosure Schedule. Audits owns a majority of the outstanding capital stock or other equity ownership interests (being the percentage ownership interest indicated in Part A of the Disclosure Schedule) in the entities listed in Part A of the Disclosure Schedule (collectively the "Subsidiaries"). Except as set forth in Part A of the Disclosure Schedule, Audits does not own, directly or indirectly, shares of capital stock or other equity ownership interests in any corporation, partnership, limited liability company, joint venture or other entity, other than the Subsidiaries. The Subsidiaries are each duly organized and validly existing and are in good standing under the laws of their respective jurisdictions of incorporation, with full corporate power and authority to own their properties and to conduct their businesses as now conducted. Each of the Subsidiaries is duly qualified to do business and is in good standing in all jurisdictions where the nature of its assets or business requires such qualification, except for failures to be so qualified or in good standing which would not in the aggregate have a Material Adverse Effect, and such jurisdictions are listed in Part A of the Disclosure Schedule. The Certificate of Incorporation and the By-Laws (or other similar organization documents) of Audits and of each of the Subsidiaries, heretofore delivered by Audits to Acquisition, are complete and correct as of the date hereof, and will be complete and correct as of the Effective Time, and contain all amendments thereto. When used in this Agreement, "Material Adverse Effect" means, with respect to Audits or the Subsidiaries, any effect that is materially adverse to the business, operations, properties, assets, liabilities, results of operations or condition (whether financial or otherwise) of Audits and the Subsidiaries, taken as a whole.