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

Organization, Standing, Power and Subsidiaries. (a) The Company is a corporation duly organized and validly existing under the laws of its jurisdiction of organization. Each Subsidiary is in good standing under the laws of its jurisdiction of organization. Each Group Company has the corporate power to own, operate, use, distribute and lease its properties and to conduct the Business and is duly licensed or qualified to do business and is in good standing in each jurisdiction where the failure to be so qualified or in good standing (to the extent the applicable jurisdiction recognizes such concept), individually or in the aggregate with any such other failures, would reasonably be expected to be material to the Group Companies, as a whole. (b) Schedule 2.1(b) of the Company Disclosure Letter lists each Subsidiary, their respective jurisdictions of organization and the holders of the equity interests thereof. Except as set forth on Schedule 2.1(b) of the Company Disclosure Letter, the Company has and, since its inception has had, no other Subsidiaries or any Equity Interest, whether direct or indirect, in, or any loans to, any corporation, partnership, limited liability company, joint venture or other business entity. The Company is the sole owner, directly or indirectly, of all of the issued and outstanding Equity Interests of the Subsidiaries. (c) Schedule 2.1(c) of the Company Disclosure Letter sets forth a true, correct and complete list of: (i) the names of the members of the Board (or similar body) and the directors of each Subsidiary, (ii) the names of the members of each committee of the Board (or similar body) and (iii) the names and titles of the officers of each Group Company and any other Person having the authority to enter into Contracts on behalf of any Group Company. (d) Schedule 2.1(d) of the Company Disclosure Letter sets forth (i) a list of all jurisdictions throughout the world in which any Group Company is authorized or qualified to do business as a foreign corporation, (ii) a true, correct and complete listing of the locations of all sales office, manufacturing facilities, and any other office or facilities of each Group Company and (iii) a true and complete list of all jurisdictions in which any Group Company maintains any employees or contractors.

Organization, Standing, Power and Subsidiaries. (a) The Company is a corporation and the US Subsidiary are corporations duly organized and organized, validly existing under the laws of its jurisdiction of organization. Each Subsidiary is and, if applicable, in good standing under the laws of its their jurisdiction of organization. Each Group The Company has and the US Subsidiary have the corporate power to own, operate, use, distribute operate and lease its their properties and to conduct the Business their respective business and is are duly licensed or qualified to do business and is and, as applicable, are in good standing in each jurisdiction where the failure to be so qualified or in good standing (to the extent the applicable jurisdiction recognizes such concept)standing, individually or in the aggregate with any such other failures, would could reasonably be expected to be material to the Group Companies, as a whole. (b) Schedule 2.1(b) of Company or the Company Disclosure Letter lists each US Subsidiary, their respective jurisdictions of organization and the holders of the equity interests thereof. Except as set forth on Schedule 2.1(b) of for the Company Disclosure LetterUS Subsidiary, the Company has and, since its inception has had, no other Subsidiaries or any Equity Interestequity or ownership interest, whether direct or indirect, in, or in any loans to, any corporation, partnership, limited liability company, joint venture or other business entityPerson. The Company is the sole owner, directly or indirectly, owner of all of the issued and outstanding Equity Interests shares of capital stock of the SubsidiariesUS Subsidiary, free and clear of all Encumbrances, and all such shares are duly authorized, validly issued, fully paid and nonassessable and are not subject to any preemptive right or right of first refusal created by Legal Requirements, the certificate of incorporation and bylaws or other equivalent organizational or governing documents, as applicable, of the US Subsidiary or any Contract to which the US Subsidiary is a party or by which it is bound. There are no rights to purchase shares of capital stock or other securities convertible or exercisable for capital stock of the US Subsidiary. (b) Neither the Company nor the US Subsidiary is the subject of any proceeding seeking liquidation, reorganization or similar relief under any bankruptcy, insolvency, receivership or similar law or has applied for or consented to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company or the US Subsidiary or for a substantial part of its assets. (c) Schedule 2.1(c) of the Company Disclosure Letter sets forth forth, as of the date hereof, a true, correct and complete list of: (i) the names of the members of the Board (or similar body) board of directors of the Company and the directors of each US Subsidiary, ; (ii) the names of the members of each committee of the Board (or similar body) board of directors of the Company and the US Subsidiary; and (iii) the names and titles of the officers of each Group the Company and any other Person having the authority to enter into Contracts on behalf of any Group CompanyUS Subsidiary. (d) Schedule 2.1(d) of the Company Disclosure Letter sets forth (i) a list of all jurisdictions throughout the world in which any Group Company is authorized or qualified to do business as a foreign corporation, (ii) a true, correct and complete listing of the locations of all sales office, manufacturing facilities, and any other office or facilities of each Group Company and (iii) a true and complete list of all jurisdictions in which any Group Company maintains any employees or contractors.