REPRESENTATIONS AND WARRANTIES OF CALLISTO, PARENT, CALLISTO MERGER SUB AND SYNERGY MERGER SUB. Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to Synergy by Callisto on or prior to entering into this Agreement a copy of which is attached hereto as Exhibit B and incorporated herein by this reference (the "Callisto Schedule"), each of Callisto, Parent, Callisto Merger Sub and Synergy Merger Sub hereby represents and warrants to Synergy that:
3.1 Organization of Callisto, Parent, Callisto Merger Sub and Synergy Merger Sub. (a) Each of Callisto, Parent, Callisto Merger Sub and Synergy Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation; has the corporate power and authority to own, lease and operate its assets and property and to carry on its business as now being conducted; and 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 Callisto Material Adverse Effect. As used in this Agreement, the term (i) "Subsidiary" means the subsidiaries of Callisto set forth in Schedule 3.1 of the Callisto Schedule and (ii) "Callisto Material Adverse Effect" means a material adverse effect on the condition (financial or otherwise), business, assets or results of operations of Callisto and its Subsidiaries as a whole or on the ability of Callisto to consummate the transactions contemplated by this Agreement; it being understood, however, that Callisto's continuing to incur losses, as long as such losses are in the ordinary course of business and are comparable to those incurred by Callisto prior to the date hereof, shall not, alone, be deemed to be a Callisto Material Adverse Effect.
