Common use of Organization, Standing and Corporate Power; Subsidiaries Clause in Contracts

Organization, Standing and Corporate Power; Subsidiaries. The Company and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State of California, has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified or licensed and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure so to qualify would not have a Material Adverse Effect with respect to the Company. Section 3.1(a) of the Company Disclosure Schedule sets forth, as of the date hereof, a true and complete list of all of the Company's Subsidiaries, including (x) the jurisdiction of incorporation of each such Subsidiary and (y) the percentage of each such Subsidiary's outstanding capital stock, and the nature of such capital stock, owned by the Company and/or another Subsidiary of the Company, as the case may be. All of the outstanding shares of capital stock in each of the Subsidiaries of the Company are duly authorized, validly issued, fully paid and nonassessable and, except as set forth in Section 3.1(a) of the Company Disclosure Schedule, are owned (of record and beneficially) by the Company and/or by another Subsidiary of the Company, as the case may be, free and clear of all pledges, claims, options, rights of first refusal, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, "Liens"), and are not subject to preemptive rights created by statute, such Subsidiary's Articles of Incorporation or By-laws (or similar constituent documents) or any agreement to which such Subsidiary is a party or by which such Subsidiary is bound. Other than as set forth in Section 3.1(a) of the Company Disclosure Schedule, the Company does not directly or indirectly own any Equity Securities in any Person.

Organization, Standing and Corporate Power; Subsidiaries. The Company and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State of California, has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified or licensed and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure so to qualify would not have a Material Adverse Effect with respect to the Company. Section 3.1(a) of the Company Disclosure Schedule sets forth, as of the date hereofof the Original Merger Agreement, a true and complete list of all of the Company's Subsidiaries, including (x) the jurisdiction of incorporation of each such Subsidiary and (y) the percentage of each such Subsidiary's outstanding capital stock, and the nature of such capital stock, owned by the Company and/or another Subsidiary of the Company, as the case may be. All of the outstanding shares of capital stock in each of the Subsidiaries of the Company are duly authorized, validly issued, fully paid and nonassessable and, except as set forth in Section 3.1(a) of the Company Disclosure Schedule, are owned (of record and beneficially) by the Company and/or by another Subsidiary of the Company, as the case may be, free and clear of all pledges, claims, options, rights of first refusal, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, "LiensLIENS"), and are not subject to preemptive rights created by statute, such Subsidiary's Articles of Incorporation or By-laws (or similar constituent documents) or any agreement to which such Subsidiary is a party or by which such Subsidiary is bound. Other than as set forth in Section 3.1(a) of the Company Disclosure Schedule, the Company does not directly or indirectly own any Equity Securities in any Person.

Organization, Standing and Corporate Power; Subsidiaries. The Company Each of VCAM and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State its jurisdiction of Californiaincorporation or organization, has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified or licensed and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure so to qualify would not have a Material Adverse Effect with respect to the CompanyVCAM. Section 3.1(a) of the Company Disclosure Schedule sets forth, as of disclosure schedule delivered to ADP by VCAM on or prior to the date hereof, hereof (the "VCAM DISCLOSURE SCHEDULE") sets forth a true and complete list of all of the CompanyVCAM's Subsidiaries, including (x) the jurisdiction of incorporation or organization of each such Subsidiary and (y) the percentage of each such Subsidiary's outstanding capital stock, and the nature of such capital stock, stock or other ownership interest owned by the Company VCAM and/or another Subsidiary of the CompanyVCAM, as the case may be, if less than 100%. All of the outstanding shares of capital stock or other ownership interests in each of the Significant Subsidiaries of the Company VCAM are duly authorized, validly issued, fully paid and nonassessable and, except as set forth in Section 3.1(a) of the Company VCAM Disclosure Schedule, are owned (of record and beneficially) by the Company VCAM and/or by another Subsidiary of the CompanyVCAM, as the case may be, free and clear of all pledges, claims, options, rights of first refusal, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, "LiensLIENS"), and are not subject to preemptive rights created by statute, such Subsidiary's Articles respective Certificate of Incorporation or By-laws (or similar constituent documents) equivalent organizational documents or any agreement to which such Subsidiary is a party or by which such Subsidiary is bound. Other than as set forth in Section 3.1(a) of the Company VCAM Disclosure ScheduleSchedule or in the VCAM SEC Documents, the Company VCAM does not directly or indirectly own any Equity Securities material equity interest in any Person.

Organization, Standing and Corporate Power; Subsidiaries. The Each of the Company and each of its Subsidiaries (as hereinafter defined) is a corporation or partnership duly organized, validly existing and in good standing under the laws of the State its jurisdiction of Californiaincorporation or organization, has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified or licensed and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure so to qualify would not have a Material Adverse Effect (as hereinafter defined) with respect to the Company. Except as set forth in Section 3.1(a) of the disclosure schedule delivered to Metromedia by the Company on or prior to the date hereof (the "Company Disclosure Schedule sets forthSchedule"), the Company SEC Documents (as of the date hereof, hereinafter defined) set forth a true and complete list of all of the Company's SubsidiariesSignificant Subsidiaries (as hereinafter defined), including (x) the jurisdiction of incorporation or organization of each such Subsidiary and (y) the percentage of each such Subsidiary's outstanding capital stock, and the nature of such capital stock, stock or other ownership interest owned by the Company and/or another Subsidiary of the Company, as the case may be, if less than 100%. All of the outstanding shares of capital stock or other ownership interests in each of the Significant Subsidiaries of the Company are duly authorized, validly issued, fully paid and nonassessable and, except as set forth in Section 3.1(a) of the Company Disclosure Schedule, are owned (of record and beneficially) by the Company and/or by another Subsidiary of the Company, as the case may be, free and clear of all pledges, claims, options, rights of first refusal, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, "Liens"), and are not subject to preemptive rights created by statute, such Subsidiary's Articles respective Certificate of Incorporation or By-laws (or similar constituent documents) equivalent organizational documents or any agreement to which such Subsidiary is a party or by which such Subsidiary is bound. Other than as set forth in Section 3.1(a) of the Company Disclosure Schedule, the Company does not directly or indirectly own any Equity Securities material equity interest in any Person.

Organization, Standing and Corporate Power; Subsidiaries. The Each of the Company and each of its Subsidiaries (as hereinafter defined) is a corporation or partnership duly organized, validly existing and in good standing under the laws of the State its jurisdiction of Californiaincorporation or organization, has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified or licensed and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure so to qualify would not have a Material Adverse Effect (as hereinafter defined) with respect to the Company. Except as set forth in Section 3.1(a) of the disclosure schedule delivered to Metromedia by the Company on or prior to the date hereof (the "Company Disclosure Schedule sets forthSchedule"), the Company SEC Documents (as of the date hereof, hereinafter defined) set forth a true and complete list of all of the Company's SubsidiariesSignificant Subsidiaries (as hereinafter defined), including (x) the jurisdiction of incorporation or organization of each such Subsidiary and (y) the percentage of each such Subsidiary's outstanding capital stock, and the nature of such capital stock, stock or other ownership interest owned by the Company and/or another Subsidiary of the Company, as the case may be, if less than 100%. All of the outstanding shares of capital stock or other ownership interests in each of the Significant Subsidiaries of the Company are duly authorized, validly issued, fully paid and nonassessable and, except as set forth in Section 3.1(a) of the Company Disclosure Schedule, are owned (of record and beneficially) beneficially by the Company and/or by another Subsidiary of the Company), as the case may be, free and clear of all pledges, claims, options, rights of first refusal, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, "Liens"), and are not subject to preemptive rights created by statute, such Subsidiary's Articles respective Certificate of Incorporation or By-laws (or similar constituent documents) equivalent organizational documents or any agreement to which such Subsidiary is a party or by which such Subsidiary is bound. Other than as set forth in Section 3.1(a) of the Company Disclosure Schedule, the Company does not directly or indirectly own any Equity Securities material equity interest in any Person.

Organization, Standing and Corporate Power; Subsidiaries. The Company Each of Alliance and each of its Subsidiaries (as hereinafter defined) is a corporation or partnership duly organized, validly existing and in good standing under the laws of the State its jurisdiction of Californiaincorporation or organization, has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified or licensed and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure so to qualify would not have a Material Adverse Effect (as hereinafter defined) with respect to the CompanyAlliance. Except as set forth in Section 3.1(a) of the Company disclosure schedule delivered to Metromedia by Alliance on or prior to the Delivery Date (as hereinafter defined), (the "Alliance Disclosure Schedule sets forth, Schedule") the Alliance SEC Documents (as of the date hereof, hereinafter defined) set forth a true and complete list of all of the CompanyAlliance's SubsidiariesSignificant Subsidiaries (as hereinafter defined), including (x) the jurisdiction of incorporation or organization of each such Subsidiary and (y) the percentage of each such Subsidiary's outstanding capital stock, and the nature of such capital stock, stock or other ownership interest owned by the Company Alliance and/or another Subsidiary of the CompanyAlliance, as the case may be, if less than 100%. All of the outstanding shares of capital stock or other ownership interests in each of the Significant Subsidiaries of the Company Alliance are duly authorized, validly issued, fully paid and nonassessable and, except as set forth in Section 3.1(a) of the Company Alliance Disclosure Schedule, are owned (of record and beneficially) by the Company Alliance and/or by another Subsidiary of the CompanyAlliance, as the case may be, free and clear of all pledges, claims, options, rights of first refusal, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, "Liens"), and are not subject to preemptive rights created by statute, such Subsidiary's Articles respective Certificate of Incorporation or By-laws (or similar constituent documents) equivalent organizational documents or any agreement to which such Subsidiary is a party or by which such Subsidiary is bound. Other than as set forth in Section 3.1(a) of the Company Alliance Disclosure Schedule, the Company Alliance does not directly or indirectly own any Equity Securities material equity interest in any PersonPerson (other than a Subsidiary) in which Alliance invested $3,000,000 or more or invested in excess of $6,000,000 for all such immaterial investments.