Organization of Neoforma. (a) Neoforma and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Neoforma.
(b) Other than the entities identified in Part 3.1 of the Neoforma Disclosure Letter, neither Neoforma nor any of the other corporations identified in Part 3.1 of the Neoforma Disclosure Letter owns any capital stock of, or any equity interest of any nature in, any corporation, partnership, joint venture arrangement or other business entity, except for passive investments in equity interests of public companies as part of the cash management program of Neoforma. Neither Neoforma nor any of its subsidiaries is obligated to make any future investment in or capital contribution to any other entity. Part 3.1 of the Neoforma Disclosure Letter indicates the jurisdiction of organization of each entity listed therein and Neoforma's direct or indirect equity interest therein.
(c) Neoforma has delivered or made available to Healthvision a true and correct copy of the Certificate of Incorporation (including any Certificates of Designation) and Bylaws of Neoforma, each as amended to date (collectively, the "NEOFORMA CHARTER DOCUMENTS"), and each such instrument is in full force and effect. Neither Neoforma nor any of its subsidiaries is in violation of any of the provisions of the Neoforma Charter Documents.
Organization of Neoforma. Neoforma is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Neoforma has the corporate power to own its properties and to carry on their business as now being conducted. Neoforma is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the failure to be so qualified would have a material adverse effect on the business, assets (including intangible assets), financial condition or results of operations of Neoforma (hereinafter referred to as a "NEOFORMA MATERIAL ADVERSE EFFECT"). Neoforma has delivered a true and correct copy of its Certificate of Incorporation and Bylaws, each as amended to date, to GAR.
