Common use of Organization; Subsidiaries Clause in Contracts

Organization; Subsidiaries. (a) Each member of each Company Group is a legal entity duly organized, validly existing and in good standing (in those jurisdictions in which the concept of good standing is applicable) under the Laws of its jurisdiction of incorporation or organization and has all requisite organizational power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, other than any matters that could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Businesses. Each member of each Company Group is duly qualified to do business as a foreign corporation or entity and is in good standing (in those jurisdictions in which the concept of good standing is applicable) in each jurisdiction in which the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where any such failure to be so qualified or in good standing, could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect on the Businesses. Schedule 5.01 of the Parent's Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of the members of each Company Group, together with (a) a specification of the nature of the legal organization of each such entity, (b) the jurisdiction of incorporation or other organization of each such entity, (c) the magnitude (expressed as a percentage of the aggregate ordinary voting power of all outstanding Equity Securities of such legal entity) of the direct or indirect equity investment of the Parent (and, if different, the economic interest) in each such entity and (d) the identity of the Business to be conducted by each member of each Company Group after giving effect to the Reorganization. HALLIBURTON COMPANY AGREEMENT AND PLAN OF RECAPITALIZATION (b) To the extent that any member of a Company Group constitutes a "Shelf Entity" in accordance with subsection (c) of Section 2.05, such Shelf Entity, immediately prior to the time it became a member of a Company Group (i) was not a party to, and had no liability or obligation under, any executory contract or agreement, whether written or oral, and (ii) had no assets or other liabilities or obligations (whether accrued, absolute or otherwise).

Organization; Subsidiaries. (a) Each member The Company and each of each Company Group its Subsidiaries is a corporation or other legal entity duly organized, validly existing and (in the jurisdictions recognizing the concept) in good standing (in those jurisdictions under the laws of the jurisdiction in which the concept of good standing it is applicable) under the Laws of its jurisdiction of incorporation or organization organized and has all the requisite organizational corporate or other power and authority to own, lease and operate its properties and to carry on conduct its business as it is now being conducted. To the Knowledge of the Company, other than any matters that could not reasonably the Company and each of its subsidiaries is duly qualified or licensed as a foreign entity to do business and (in the jurisdictions recognizing the concept) is in good standing (and has paid all relevant franchise or analogous taxes) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for failures to be expectedso qualified that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect on the Businesses. Each member of each Company Group is duly qualified to do business as a foreign corporation or entity and is in good standing Effect. (in those jurisdictions in which the concept of good standing is applicableb) in each jurisdiction in which the character Except for Kmart Financing I, Section 4.1(b) of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where any such failure to be so qualified or in good standing, could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect on the Businesses. Company Disclosure Schedule 5.01 of the Parent's Disclosure Letter sets forth a true and complete listforth, as of the date of this Agreement, of the members of each Company Group, together with (a) a specification of the nature of the legal organization of each such entityhereof, (bi) the jurisdiction of incorporation each corporation, limited liability company, partnership, business association or other organization of each such entity, (c) Person in which the magnitude (expressed as a percentage of the aggregate ordinary voting power of all outstanding Equity Securities of such legal entity) of the Company owns any direct or indirect equity investment interest (each a "Subsidiary," and collectively the "Subsidiaries"), (ii) the ownership interest therein of the Parent Company or such other Subsidiary, and (andiii) if such Subsidiary is not directly or indirectly wholly-owned by the Company, if differentto the extent of the Knowledge of the Company, the economic interest) in identity and ownership interest of each such entity and (d) the identity of the Business to be conducted by each member other owners of each Company Group after giving effect to the Reorganization. HALLIBURTON COMPANY AGREEMENT AND PLAN OF RECAPITALIZATIONsuch Subsidiary. (b) To the extent that any member of a Company Group constitutes a "Shelf Entity" in accordance with subsection (c) Except as set forth on Section 4.1(c) of Section 2.05, such Shelf Entity, immediately prior the Company Disclosure Schedule or except as it relates to the time it became a member of a Company Group Kmart Financing I (i) was not a party tothe Company owns, either directly or indirectly through one or more Subsidiaries, all of the capital stock or other equity interests of the Subsidiaries free and had no liability or obligation underclear of all Encumbrances, any executory contract or agreement, whether written or oralother than Permitted Encumbrances, and (ii) had there are no assets outstanding subscription rights, options, warrants, convertible or exchangeable securities or other liabilities rights of any character whatsoever relating to issued or obligations (whether accruedunissued capital stock or other equity interests of any Subsidiary, absolute or otherwise)any commitments of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Subsidiary or pursuant to which any Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights, which, in each case, will be in effect immediately following the Closing.

Organization; Subsidiaries. (a) The Company is duly incorporated, validly existing and in good standing (or equivalent status) under the laws of the State of New York. The Company has all requisite corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used, except where the failure to have such power or authority has not been and would not be, individually or in the aggregate, material to the business of the Acquired Companies, taken as a whole. (b) The Company is qualified to do business as a foreign entity, and is in good standing (in jurisdictions that recognize the concept of good standing), under the laws of all jurisdictions where the nature of its business requires such qualification, except where the failure to be so qualified or in good standing has not had and would not have, individually or in the aggregate, a Material Adverse Effect. (c) Each member of each the Subsidiaries of the Company Group is a legal entity duly organized, validly existing and in good standing (in those jurisdictions in which that recognize the concept of good standing is applicablestanding) under the Laws laws of the jurisdiction of its jurisdiction of incorporation or organization and has all requisite organizational corporate or similar power and authority authority: (i) to own, lease and operate its properties and to carry on conduct its business as it in the manner in which its business is now currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used, other than any matters that could except where the failure to be so organized, existing or in good standing, or to have such power or authority, has not reasonably be expectedbeen and would not be, individually or in the aggregate, material to have the business of the Acquired Companies, taken as a Material Adverse Effect on the Businesseswhole. Each member of each the Subsidiaries of the Company Group is duly qualified to do business as a foreign corporation or entity entity, and is in good standing (in those jurisdictions in which that recognize the concept of good standing is applicable) in each jurisdiction in which standing), under the character laws of the property owned or leased by it or all jurisdictions where the nature of its activities makes business requires such qualification necessaryqualification, except where any such the failure to be so qualified or in good standing, could standing has not reasonably be expectedhad and would not have, individually or in the aggregate, to result in a Material Adverse Effect on the Businesses. Schedule 5.01 Effect. (d) Section 2.1(d) of the Parent's Disclosure Letter sets forth a true Schedule contains an accurate and complete list, as of the date of this Agreement, of (i) the members of each Company Group, together with (a) a specification of the nature of the legal organization of each such entityname, (bii) the jurisdiction of incorporation or other organization and (iii) each equityholder and its respective ownership percentage of each such entity, (c) the magnitude (expressed as a percentage Subsidiary of the aggregate ordinary voting power Company. None of all outstanding Equity Securities the Acquired Companies owns any capital stock of, or any equity interest of such legal entityany nature in, any other Entity, other than another Acquired Company. Except as set forth in Section 2.1(d) of the direct or indirect equity investment Disclosure Schedule, none of the Parent (andAcquired Companies has at any time been a general partner of any general partnership, if different, limited partnership or other Entity. Neither the economic interest) in each such entity and (d) the identity Company nor any of the Business to be conducted by each member of each Company Group after giving effect Company’s wholly-owned Subsidiaries nor, to the Reorganization. HALLIBURTON COMPANY AGREEMENT AND PLAN OF RECAPITALIZATION (b) To Knowledge of the extent that any member of a Company Group constitutes a "Shelf Entity" in accordance with subsection (c) of Section 2.05, such Shelf Entity, immediately prior to the time it became a member of a Company Group (i) was not a party to, and had no liability or obligation underCompany, any executory contract of the other Acquired Companies has agreed or agreementis obligated to make, whether written or oralis bound by any Contract under which it may become obligated to make, and (ii) had no assets any material future investment in or capital contribution to any other liabilities or obligations (whether accrued, absolute or otherwise)Entity.

Organization; Subsidiaries. (a) Each member of each Company Group is a legal entity duly organized, validly existing and in good standing (in those jurisdictions in which the concept of good standing is applicable) under the Laws of its jurisdiction of incorporation or organization and has all requisite organizational power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, other than any matters that could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Businesses. Each member of each Company Group is duly qualified to do business as a foreign corporation or entity and is in good standing (in those jurisdictions in which the concept of good standing is applicable) in each jurisdiction in which the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where any such failure to be so qualified or in good standing, could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect on the Businesses. Schedule 5.01 of the Parent's Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of the members of each Company Group, together with (a) a specification of the nature of the legal organization of each such entity, (b) the jurisdiction of incorporation or other organization of each such entity, (c) the magnitude (expressed as a percentage of the aggregate ordinary voting power of all outstanding Equity Securities of such legal entity) of the direct or indirect equity investment of the Parent (and, if different, the economic interest) in each such entity and (d) the identity of the Business to be conducted by each member of each Company Group after giving effect to the Reorganization. HALLIBURTON COMPANY AGREEMENT AND PLAN OF RECAPITALIZATION. (b) To the extent that any member of a Company Group constitutes a "Shelf Entity" in accordance with subsection (c) of Section 2.05, such Shelf Entity, immediately prior to the time it became a member of a Company Group (i) was not a party to, and had no liability or obligation under, any executory contract or agreement, whether written HALLIBURTON COMPANY AGREEMENT AND PLAN OF RECAPITALIZATION 19 or oral, and (ii) had no assets or other liabilities or obligations (whether accrued, absolute or otherwise).

Organization; Subsidiaries. (a) Each member of each Company -------------------------- Group is a legal entity duly organized, validly existing and in good standing (in those jurisdictions in which the concept of good standing is applicable) under the Laws of its jurisdiction of incorporation or organization and has all requisite organizational power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, other than any matters that could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Businesses. Each member of each Company Group is duly qualified to do business as a foreign corporation or entity and is in good standing (in those jurisdictions in which the concept of good Halliburton Company Agreement and Plan of Recapitalization standing is applicable) in each jurisdiction in which the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where any such failure to be so qualified or in good standing, could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect on the Businesses. Schedule 5.01 of the Parent's Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of the members of each Company Group, together with (a) a specification of the nature of the legal organization of each such entity, (b) the jurisdiction of incorporation or other organization of each such entity, (c) the magnitude (expressed as a percentage of the aggregate ordinary voting power of all outstanding Equity Securities of such legal entity) of the direct or indirect equity investment of the Parent (and, if different, the economic interest) in each such entity and (d) the identity of the Business to be conducted by each member of each Company Group after giving effect to the Reorganization. HALLIBURTON COMPANY AGREEMENT AND PLAN OF RECAPITALIZATION (b) To the extent that any member of a Company Group constitutes a "Shelf Entity" in accordance with subsection (c) of Section 2.05, such Shelf Entity, immediately prior to the time it became a member of a Company Group (i) was not a party to, and had no liability or obligation under, any executory contract or agreement, whether written or oral, and (ii) had no assets or other liabilities or obligations (whether accrued, absolute or otherwise).

Organization; Subsidiaries. (a) Each member of each The Company Group is a legal entity corporation duly organized, validly existing and in good standing (in those jurisdictions in which the concept of good standing is applicable) under the Laws laws of its jurisdiction the State of incorporation or organization and Delaware, has all the requisite organizational corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, other than any matters that could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Businesses. Each member of each Company Group conducted and is duly qualified or licensed to do business as a foreign corporation or entity and is in good standing (in those jurisdictions in which the concept of good standing is applicable) in each jurisdiction in which the character of the property owned owned, leased or leased operated by it or the nature of its activities the business conducted by it makes such qualification or licensing necessary, except where any such the failure to be so qualified or in good standing, could not reasonably be expectedstanding would not, individually or in the aggregate, to result in have a Company Material Adverse Effect Effect. The term "Company Material Adverse ------------------------ Effect" shall mean any material adverse effect on the Businesses. Schedule 5.01 business, operations, ------ properties, assets or financial condition of the ParentCompany and its Subsidiaries, taken as a whole, or on the ability of the Company to consummate the Transactions, it being understood that none of the following shall be deemed by itself or by themselves, either alone or in combination, to constitute a material adverse effect: (i) a change in the market price or trading volume of Company Common Stock, (ii) conditions affecting the economy of the United States of America as a whole, or (iii) conditions affecting generally the industry in which the Company operates. (b) The Company SEC Documents set forth the name and jurisdiction of incorporation of each of the Company's Disclosure Letter sets Subsidiaries. Except as set forth a true in Schedule 3.1(b), the Company does not own, directly or indirectly, any capital stock or other equity securities of any corporation or have any direct or indirect equity or ownership interest in any business other than publicly traded securities constituting less than five percent (5%) of the outstanding equity of the issuing entity. Except as set forth in Schedule 3.1(b), all the outstanding shares of capital stock of each of the Company's Subsidiaries are owned directly or indirectly by the Company free and clear of all liens, options or encumbrances of any kind and all material claims or charges of any kind, and are validly issued, fully paid and nonassessable, and there are no outstanding options, rights or agreements of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of any such Subsidiary to any person except the Company. The Company has heretofore made available to Parent complete listand correct copies of the certificate of incorporation and by-laws (or similar organizational documents) of each of the Company's Subsidiaries, as presently in effect. (c) Each of the date of this AgreementCompany's Subsidiaries is a corporation, partnership or other entity duly organized, validly existing and in good standing under the laws of the members jurisdiction of its incorporation or organization, has all requisite corporate or other 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 to do business and in good standing in each Company Groupjurisdiction in which the property owned, together with (a) a specification of leased or operated by it or the nature of the legal organization business conducted by it makes such qualification or licensing necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Company Material Adverse Effect. The term "Subsidiary" of each such entity, (b) the jurisdiction of incorporation a person shall mean any corporation or other organization of each entity ---------- (including partnerships and other business associations and joint ventures) in which such entity, (c) the magnitude (expressed as person directly or indirectly owns at least a percentage majority of the aggregate ordinary voting power represented by the outstanding capital stock or other voting securities or interests having voting power under ordinary circumstances to elect a majority of all outstanding Equity Securities the directors or similar members of the governing body, or otherwise to direct the management and policies, of such legal corporation or entity) of the direct or indirect equity investment of the Parent (and, if different, the economic interest) in each such entity and (d) the identity of the Business to be conducted by each member of each Company Group after giving effect to the Reorganization. HALLIBURTON COMPANY AGREEMENT AND PLAN OF RECAPITALIZATION (b) To the extent that any member of a Company Group constitutes a "Shelf Entity" in accordance with subsection (c) of Section 2.05, such Shelf Entity, immediately prior to the time it became a member of a Company Group (i) was not a party to, and had no liability or obligation under, any executory contract or agreement, whether written or oral, and (ii) had no assets or other liabilities or obligations (whether accrued, absolute or otherwise).