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

Organization, Standing and Power; Subsidiaries. (a) Each Seller Group Member is a company or corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each Seller Group Member has the requisite corporate power and authority and all necessary approvals by the respective authorities to own, lease and operate its properties and to carry on its business as now being conducted and as proposed to be conducted. Each Seller Group Member is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of 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 Material Adverse Effect on the Assets, PRC IP Rights and Relevant IP Rights or any Seller Group Member. (b) Neither CytoTrend WFOE, CytoTrend HK (other than with respect to CytoTrend WFOE) or Seller (other than with respect to CytoTrend HK and CytoTrend WFOE) owns, directly or indirectly any interest or any right to acquire interest in any corporation or other business entity or otherwise, directly or indirectly, controls, by way of security or otherwise any such entity. Section 3.1(b) of the Disclosure Schedule also contains a true and complete listing of the locations of all sales office and branch offices, manufacturing facilities, and any other office or facilities of the Seller Group, a true and complete list of all jurisdictions in which each Seller Group Member maintain any employees, and a true and complete list of all jurisdictions in which each Seller Group Member is duly qualified and licensed to transact business as a foreign corporation. (c) As of the Closing, there is not outstanding any contractual relationship, arrangement or undertaking between any Seller Group Member on one hand and any other Seller Group Member or any Seller Group Member’s direct or indirect shareholders, directors and officers on the other, in each case with respect to the SPR Business. (d) CytoTrend Biotech Engineering Limited-USA Inc., a corporation previously established under the laws of the State of Utah (“CytoTrend US”) was duly dissolved on September 29, 2008.

Organization, Standing and Power; Subsidiaries. (a) Each Seller Group Member is a company or corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each Seller Group Member has the requisite corporate power and authority and all necessary approvals by the respective authorities to own, lease and operate its properties and to carry on its business as now being conducted and as proposed to be conducted. Each Seller Group Member is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of 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 Material Adverse Effect on the Assets, PRC IP Rights and Relevant IP Rights Transferred Business or any Seller Group Member. (b) Neither CytoTrend Pisces US, Pisces WFOE, CytoTrend Pisces HK (other than with respect to CytoTrend Pisces US and Pisces WFOE) or Seller Molecular (other than with respect to CytoTrend HK and CytoTrend WFOEPisces HK) owns, directly or indirectly any interest or any right to acquire interest in any corporation or other business entity or otherwise, directly or indirectly, controls, by way of security or otherwise any such entityentity (such an entity being herein referred to as a “Subsidiary”). Section 3.1(b) Schedule 3.1 of the Disclosure Schedule also contains a true and complete listing of the locations of all sales office and branch offices, manufacturing facilities, and any other office or facilities of the Seller Group, a true and complete list of all jurisdictions in which each Seller Group Member maintain any employees, and a true and complete list of all jurisdictions in which each Seller Group Member is duly qualified and licensed to transact business as a foreign corporation. (c) As of the Closing, there is not outstanding any contractual relationship, arrangement or undertaking between any Seller Group Member on one hand and any other Seller Group Member or any Seller Group Member’s direct or indirect shareholders, directors and officers on the other, in each case with respect to the SPR Business. (d) CytoTrend Biotech Engineering Limited-USA Inc., a corporation previously established under the laws of the State of Utah (“CytoTrend US”) was duly dissolved on September 29, 2008.

Organization, Standing and Power; Subsidiaries. (a) Each Seller Group Member MII and each of the Operating Companies is a company or corporation duly organized, validly existing existing, and in good standing under the laws of its jurisdiction of organization. Each Seller Group Member has the requisite incorporation, with full corporate power and authority and all necessary approvals by the respective authorities to own, lease and operate its properties and to carry on conduct its business as it is now being conducted conducted, to own or use the properties and as proposed assets that it purports to be conductedown or use. Each Seller Group Member MII and each of the Operating Companies is duly qualified or licensed to do business, business as a foreign corporation and is in good standing, standing under the laws of each state or other jurisdiction in each jurisdiction where which either the character ownership or use of the properties ownedowned or used by it, leased or operated by it or the nature of its business makes the activities conducted by it, requires such qualification qualification. Except as provided in Section 3.2.1(a) of the Disclosure Schedule, none of MII or licensing necessary, except for such failures to be so qualified or licensed and the Operating Companies has delegated any powers under a power of attorney which remains in good standing that would not, individually or in the aggregate, have a Material Adverse Effect on the Assets, PRC IP Rights and Relevant IP Rights or any Seller Group Membereffect. (b) Neither CytoTrend WFOE, CytoTrend HK (other than with respect to CytoTrend WFOE) or Seller (other than with respect to CytoTrend HK and CytoTrend WFOE) owns, directly or indirectly any interest or any right to acquire interest in any corporation or other business entity or otherwise, directly or indirectly, controls, by way of security or otherwise any such entity. Section 3.1(b3.2.1(b) of the Disclosure Schedule also contains sets forth a true and complete listing of the locations of all sales office and branch offices, manufacturing facilities, and any other office or facilities of the Seller Group, a true and complete list of all jurisdictions of the Operating Companies and MII's direct or indirect equity interest therein, which shall be complete and accurate as of the Closing Date. Except as set forth in which each Seller Group Member maintain Section 3.2.1(b) of the Disclosure Schedule, as of the Closing date, none of MII or the Operating Companies directly or indirectly owns any employeesequity, membership, partnership or similar interest in, or any interest convertible into or exchangeable into or exercisable for any equity, membership, partnership or similar interest in, any company, corporation, partnership, joint venture, limited liability company or other business association or entity, whether incorporated or unincorporated, and none of MII or the Operating Companies has, at any time, been a true and complete list general partner or managing member of all jurisdictions in which each Seller Group Member is duly qualified and licensed to transact business as a foreign corporationany general partnership, limited partnership, limited liability company or other entity. (c) As Warrantors have delivered to Buyer complete and accurate copies of the Closingcharter, there is not outstanding any contractual relationship, arrangement or undertaking between any Seller Group Member on one hand by-laws and any other Seller Group Member or any Seller Group Member’s direct or indirect shareholders, directors and officers on the other, in each case with respect to the SPR Business. (d) CytoTrend Biotech Engineering Limited-USA Inc., a corporation previously established under the laws organizational documents of the State Seller, MII and each of Utah the Operating Companies and all amendments thereto as in effect at the date hereof (“CytoTrend US”) was duly dissolved on September 29, 2008"Organizational Documents").

Organization, Standing and Power; Subsidiaries. (a) Each Seller Group Member The Company is a company or corporation duly organized, validly existing and and, where applicable as a legal concept, in good standing under the laws of its the jurisdiction of organization. Each Seller Group Member its incorporation, has the all requisite corporate power and authority and all necessary approvals by the respective authorities to own, lease and operate its properties and assets and to carry on its business as now being conducted conducted, and as proposed to be conducted. Each Seller Group Member is duly qualified or licensed to do business, business and is in good standing, standing as a non-United States corporation in each jurisdiction where listed in Part 2.1(a) of the Company Disclosure Schedule, which jurisdictions constitute as of the Agreement Date the only jurisdictions in which the character of the properties ownedthe Company owns, leased operates or operated by it leases or the nature of its business activities makes such qualification necessary or licensing necessaryadvisable, except for such failures to be so organized, qualified or licensed and in good standing that would notstanding, individually or in the aggregate, that have not had a Company Material Adverse Effect on the Assets, PRC IP Rights and Relevant IP Rights or any Seller Group MemberEffect. (b) Neither CytoTrend WFOE, CytoTrend HK (other than with respect to CytoTrend WFOE) or Seller (other than with respect to CytoTrend HK and CytoTrend WFOE) owns, directly or indirectly any interest or any right to acquire interest in any corporation or other business entity or otherwise, directly or indirectly, controls, by way of security or otherwise any such entity. Section 3.1(bExcept as set forth on Part 2.1(b) of the Company Disclosure Schedule also contains a true and complete listing Schedule, the Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the names GigaComm Corporation, GigaComm, Listen Technology Ltd., Listen, Glory Data Group Limited, Glory or any similar names utilizing any combination of the locations of all sales office and branch offices, manufacturing facilities, and any other office or facilities of the Seller Group, a true and complete list of all jurisdictions in which each Seller Group Member maintain any employees, and a true and complete list of all jurisdictions in which each Seller Group Member is duly qualified and licensed to transact business as a foreign corporationforegoing names. (c) As Part 2.1(c) of the Closing, there is not outstanding any contractual relationship, arrangement or undertaking between any Seller Group Member Company Disclosure Schedule accurately sets forth (i) the names of the members of the board of directors of the Company and (ii) the titles of the Persons listed on one hand and any other Seller Group Member or any Seller Group Member’s direct or indirect shareholders, directors and officers on the other, in each case with respect to the SPR BusinessExhibit I attached hereto. (d) CytoTrend Biotech Engineering Limited-USA Inc., a corporation previously established under The Company has no Subsidiaries except for the laws Entities identified in Part 2.1(d) of the State Company Disclosure Schedule. Other than the Dormant Subsidiaries, the Company does not own any controlling interest in any Entity and, except for the financial interests identified in Part 2.1(d) of Utah the Company Disclosure Schedule. Other than the Dormant Subsidiaries, the Company has never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity or other financial interest in, any Entity. The Company has not agreed nor is obligated to make any future investment in or capital contribution to any Entity. The Company has not guaranteed nor is responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity or other financial interest. Except as set forth on Part 2.1(d) of the Company Disclosure Schedule, neither the Company nor any of its stockholders has ever approved, or commenced any proceeding or made any election contemplating, the dissolution or liquidation of the business or affairs of the Company. (e) The Company does not have any Subsidiaries except for the Entities identified in Part 2.1(e) of the Company Disclosure Schedule (the “CytoTrend USDormant Subsidiaries”). All of the issued and outstanding capital stock of each of the Dormant Subsidiaries is owned by the Company free and clear of any and all Encumbrances. Except as set forth on Part 2.1(e) was duly dissolved on September 29of the Company Disclosure Schedule, 2008the Dormant Subsidiaries are inactive and, since January 1, 2005, none of the Dormant Subsidiaries, directly or indirectly: (i) have conducted or are currently conducting any business of any kind whatsoever; (ii) have owned or controlled or currently own or control any assets of any kind whatsoever; (iii) has been or is subject to any claims, liabilities, obligations, contracts or agreements, in each case of any kind or nature, known or unknown, fixed or contingent, including under any applicable Legal Requirements; and (iv) have influenced or taken part or are currently influencing or taking part in the operation of the Business or any other business activity.