Common use of Subsidiaries and Investments Clause in Contracts

Subsidiaries and Investments. Except as listed on Schedule 3.3 attached hereto, the Contributed Entity has no Subsidiaries, nor does it have any investment in any Person. Schedule 3.3 indicates the ownership of all of the issued and outstanding ownership interests of all Subsidiaries of the Contributed Entity. Each Subsidiary of the Contributed Entity (a) has been duly organized and is validly existing as a partnership or a limited liability company in good standing under the laws of the jurisdiction of its organization, (b) has partnership or limited liability company power and authority, as applicable, to own, lease and operate its properties and to conduct its business as presently conducted and (c) is duly qualified as a foreign partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except in the case of this clause (c) where the failure so to qualify or to be in good standing would not result in an Portfolio Material Adverse Effect; all of the issued and outstanding equity interests or capital stock, respectively, of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Contributed Entity, directly or through a Subsidiary, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests or shares of capital stock, respectively, of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary.

Subsidiaries and Investments. Except as listed on Schedule 3.3 attached hereto, the Contributed Entity has no Subsidiaries, nor does it have any investment in any Person. Schedule 3.3 indicates the ownership of all of the issued and outstanding ownership interests of all Subsidiaries of the Contributed Entity. Each Subsidiary of the Contributed Entity (a) Except as set forth in Schedule 4.21(a), VSCO neither owns any capital stock, has any interest of any kind nor has any agreement or commitment to purchase any interest, whatsoever in any corporation, partnership, or other form of business organization (any such organization is referred to as a “Subsidiary”). (b) 4.21(b) sets forth true and complete copies of the charter of each Subsidiary, as well as any limited liability company agreement, operating agreement or shareholder agreement relating to such Subsidiary, and any acquisition agreement relating to any Subsidiary. All corporate or other action that has been taken by any Subsidiary has been duly authorized and does not conflict with or violate any provision of its charter, bylaws or other organizational documents. (c) Each Subsidiary (i) is duly organized and is validly existing as a partnership or a limited liability company in good standing under the laws of the its jurisdiction of its organization, (bii) has partnership or limited liability company all requisite and necessary power and authority, as applicable, authority to own, operate or lease and operate its those assets or properties which are owned, operated or leased by it and to conduct its business as presently conducted it has been and currently is being conducted, (ciii) is duly qualified as a foreign partnership or limited liability company, as the case may be, to transact do business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except in the case of this clause (c) all jurisdictions where the failure so to qualify or to be so qualified would have a material adverse effect on its business. (d) Except as set forth in good standing would not result in an Portfolio Material Adverse Effect; Schedule 4.21(d), all outstanding shares of the issued and outstanding equity capital stock or other ownership interests or capital stock, respectively, of each such Subsidiary has been duly authorized and are validly issued, is fully paid paid, nonassessable and non-assessable free of preemptive rights and is are owned by the Contributed Entity, (either directly or through a Subsidiaryindirectly) by VSCO without any encumbrances. (e) Except as set forth in Schedule 4.21(e), free there are no outstanding securities convertible into or exchangeable for the capital stock of or other equity interests in any Subsidiary and clear no outstanding options, rights, subscriptions, calls commitments, warrants or rights of any security interestcharacter for VSCO, mortgageany Subsidiary or any other person or entity to purchase, pledgesubscribe for or to otherwise acquire any shares of such stock or other securities of any Subsidiary. (f) Except as set forth in Schedule 4.21(f), lienthere are no outstanding agreements affecting or relating to the voting, encumbranceissuance, claim purchase, redemption, repurchase or equity; none transfer of the outstanding any capital stock of or other equity interests in any Subsidiary. (g) Each Subsidiary’s stock register or similar register of ownership has complete and accurate records indicating the following: (i) the name and address of each person or entity owning shares of capital stock, respectively, of any Subsidiary was issued in violation stock or other equity interest of the preemptive Subsidiary and (ii) the certificate number of each certificate evidencing shares of capital stock or similar rights other equity interest issued by the Subsidiary, the number of any securityholder shares or other equity interests evidenced by each such certificate, the date of issuance of such Subsidiarycertificate, and, if applicable, the date of cancellation. Copies of same have been made available to Tianyin.

Subsidiaries and Investments. Except as listed on Schedule 3.3 attached hereto, the Contributed Entity has no Subsidiaries, nor does it have any investment in any Person. Schedule 3.3 indicates the ownership of all Section 3.1(b) of the issued and outstanding ownership interests Xxxxxxx ---------------------------- Disclosure Schedule lists each Subsidiary of all Subsidiaries of the Contributed EntityXxxxxxx. Each such Subsidiary of the Contributed Entity (a) has been is a corporation duly organized and is organized, validly existing as a partnership or a limited liability company and (in applicable jurisdictions) in good standing under the laws of the its jurisdiction of its organization, (b) incorporation. Each such Subsidiary has partnership or limited liability company all requisite corporate power and authority, as applicable, authority to own, lease and operate its properties assets and to conduct carry on its business as presently conducted and (c) is now being conducted. All such Subsidiaries are duly qualified as a foreign partnership or limited liability companycorporations to do business, as the case may be, to transact business and is (in applicable jurisdictions) are in good standing standing, in each jurisdiction in which where the character of their respective assets owned or leased or the nature of their respective activities makes such qualification is required, whether by reason of the ownership or leasing of property or the conduct of businessnecessary, except in the case of this clause (c) where the failure so to qualify or to be so qualified or in good standing would not result in an Portfolio have a Xxxxxxx Material Adverse Effect; all . All the outstanding shares of the issued and outstanding equity interests or capital stock, respectively, stock of each such Subsidiary has have been duly authorized validly issued and validly issued, is are fully paid (and non-assessable in applicable jurisdictions, nonassessable) and is are owned by the Contributed EntityXxxxxxx, directly by another Subsidiary of Xxxxxxx or through a by Xxxxxxx and another such Subsidiary, free and clear of all Liens, other than Liens which (individually or in the aggregate) would not have a Xxxxxxx Material Adverse Effect. Except for the capital stock of its Subsidiaries, Xxxxxxx does not own any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests or shares of capital stock, respectivelypartnership or other equity interest in, of or any Subsidiary was issued in violation of the preemptive debt or similar rights of equity securities of, any securityholder of such Subsidiaryperson or entity.

Subsidiaries and Investments. Except as listed on Schedule 3.3 5.4 attached hereto, the no Contributed Entity has no Subsidiaries, any Subsidiaries nor does it have any investment in any Person. Schedule 3.3 5.4 indicates the ownership of all of the issued and outstanding ownership interests of all Subsidiaries of the all Contributed EntityEntities. Each Subsidiary of the Contributed Entity Entities (a) has been duly organized and is validly existing as a partnership or a limited liability company in good standing under the laws of the jurisdiction of its organization, (b) has partnership or limited liability company power and authority, as applicable, to own, lease and operate its properties and to conduct its business as presently conducted and (c) is duly qualified as a foreign partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except in the case of this clause (c) where the failure so to qualify or to be in good standing would not result in an Portfolio Material Adverse Effect; all of the issued and outstanding equity interests or capital stock, respectively, of each such Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the respective Contributed Entity, directly or through a Subsidiary, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding equity interests or shares of capital stock, respectively, of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary.

Subsidiaries and Investments. Except as listed on Schedule 3.3 attached hereto, the Contributed Entity has no Subsidiaries, nor does it have any investment in any Person. Schedule 3.3 indicates the ownership of all of the issued and outstanding ownership interests of all Subsidiaries of the Contributed Entity. Each Subsidiary of the Contributed Entity (a) Except as set forth in Schedule 4.21(a), ENDD neither owns any capital stock, has any interest of any kind nor has any agreement or commitment to purchase any interest, whatsoever in any corporation, partnership, or other form of business organization (any such organization is referred to as a “Subsidiary”). (b) 4.21(b) sets forth true and complete copies of the charter of each Subsidiary, as well as any limited liability company agreement, operating agreement or shareholder agreement relating to such Subsidiary, and any acquisition agreement relating to any Subsidiary. All corporate or other action that has been taken by any Subsidiary has been duly authorized and does not conflict with or violate any provision of its charter, bylaws or other organizational documents. (c) Each Subsidiary (i) is duly organized and is validly existing as a partnership or a limited liability company in good standing under the laws of the its jurisdiction of its organization, (bii) has partnership or limited liability company all requisite and necessary power and authority, as applicable, authority to own, operate or lease and operate its those assets or properties which are owned, operated or leased by it and to conduct its business as presently conducted it has been and currently is being conducted, (ciii) is duly qualified as a foreign partnership or limited liability company, as the case may be, to transact do business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except in the case of this clause (c) all jurisdictions where the failure so to qualify or to be so qualified would have a material adverse effect on its business. (d) Except as set forth in good standing would not result in an Portfolio Material Adverse Effect; Schedule 4.21(d), all outstanding shares of the issued and outstanding equity capital stock or other ownership interests or capital stock, respectively, of each such Subsidiary has been duly authorized and are validly issued, is fully paid paid, nonassessable and non-assessable free of preemptive rights and is are owned by the Contributed Entity, (either directly or through a Subsidiaryindirectly) by ENDD without any encumbrances. (e) Except as set forth in Schedule 4.21(e), free there are no outstanding securities convertible into or exchangeable for the capital stock of or other equity interests in any Subsidiary and clear no outstanding options, rights, subscriptions, calls commitments, warrants or rights of any security interestcharacter for ENDD, mortgageany Subsidiary or any other person or entity to purchase, pledgesubscribe for or to otherwise acquire any shares of such stock or other securities of any Subsidiary. (f) Except as set forth in Schedule 4.21(f), lienthere are no outstanding agreements affecting or relating to the voting, encumbranceissuance, claim purchase, redemption, repurchase or equity; none transfer of the outstanding any capital stock of or other equity interests in any Subsidiary. (g) Each Subsidiary’s stock register or similar register of ownership has complete and accurate records indicating the following: (i) the name and address of each person or entity owning shares of capital stock, respectively, of any Subsidiary was issued in violation stock or other equity interest of the preemptive Subsidiary and (ii) the certificate number of each certificate evidencing shares of capital stock or similar rights other equity interest issued by the Subsidiary, the number of any securityholder shares or other equity interests evidenced by each such certificate, the date of issuance of such Subsidiarycertificate, and, if applicable, the date of cancellation. Copies of same have been made available to Hangson.

Subsidiaries and Investments. Except as listed on (a) Set forth in Schedule 3.3 3.4(a) attached heretohereto is a list of each corporation in which the Company owns, the Contributed Entity has no Subsidiariesdirectly or indirectly, nor does it have any investment in any Person. Schedule 3.3 indicates the ownership of all of the issued and outstanding ownership interests of all Subsidiaries of the Contributed Entityequity security. Each Subsidiary of the Contributed Entity (a) has been Company is a corporation duly organized and is organized, validly existing as a partnership or a limited liability company and in good standing (to the extent such concept is applicable under relevant law) under the laws of the jurisdiction of its organizationorganization (which is set forth on SCHEDULE 3.4(A)), (b) and has partnership or limited liability company the corporate power and authority, as applicable, authority to own, lease and operate its properties property and to conduct carry on its business as presently conducted and now being conducted. (cb) Set forth on SCHEDULE 3.4(B) is duly a list of jurisdictions in which each Subsidiary of the Company is qualified as a foreign partnership or limited liability company, as corporation. Such jurisdictions are the case may be, to transact business and is in good standing in each jurisdiction only jurisdictions in which the character or location of the properties owned or leased by each such Subsidiary, or the nature of the business conducted by each such Subsidiary, makes such qualification is required, whether by reason of necessary except where the ownership or leasing of property or the conduct of business, except in the case of this clause failure to be so qualified would not have a Material Adverse Effect. (c) where the failure so to qualify or to be in good standing would not result in an Portfolio Material Adverse Effect; all Each Subsidiary of the issued and Company has the capitalization set forth on Schedule 3.4(c). The outstanding equity interests or shares of capital stock, respectively, stock of each such Subsidiary has have been duly authorized and validly issued, is are (to the extent such concepts are relevant under applicable law) fully paid and non-assessable nonassessable, and, except as set forth in SCHEDULE 3.4(C), are owned, of record and is owned beneficially, by the Contributed Entity, directly or through a SubsidiaryCompany, free and clear of any security interestall liens, mortgageencumbrances, pledgerestrictions and claims of every kind. Except as set forth on SCHEDULE 3.4(C), lien, encumbrance, claim or equity; none of the outstanding equity interests or no shares of capital stock, respectively, stock of any such Subsidiary was issued in violation are reserved for issuance and there are no outstanding options, warrants, rights, subscriptions, claims, agreements, obligations, calls, commitments, conversion rights, rights of exchange or other commitments of any character, contingent or otherwise, providing for the purchase, issuance, sale or transfer of any shares of the preemptive or similar rights capital stock of any securityholder of such Subsidiary. (d) Neither the Company nor any of its Subsidiaries owns, directly or indirectly, any capital stock or other equity or ownership or proprietary interest in any corporation, partnership, association, trust, joint venture or other entity, except as set forth on SCHEDULE 3.4(A).

Subsidiaries and Investments. Except as listed on Schedule 3.3 attached hereto, the Contributed Entity has no Subsidiaries, nor does it have any investment in any Person. Schedule 3.3 indicates the ownership of all of the issued and outstanding ownership interests of all Subsidiaries of the Contributed Entity. Each Subsidiary of the Contributed Entity (a) Except as set forth in Schedule 4.21(a), Norpac neither owns any capital stock, has any interest of any kind nor has any agreement or commitment to purchase any interest, whatsoever in any corporation, partnership, or other form of business organization (any such organization is referred to as a “Subsidiary”). (b) Schedule 4.21(b) sets forth true and complete copies of the charter of each Subsidiary, as well as any limited liability company agreement, operating agreement or shareholder agreement relating to such Subsidiary, and any acquisition agreement relating to any Subsidiary. All corporate or other action that has been taken by any Subsidiary has been duly authorized and does not conflict with or violate any provision of its charter, bylaws or other organizational documents. (c) Each Subsidiary (i) is duly organized and is validly existing as a partnership or a limited liability company in good standing under the laws of the its jurisdiction of its organization, (bii) has partnership or limited liability company all requisite and necessary power and authority, as applicable, authority to own, operate or lease and operate its those assets or properties which are owned, operated or leased by it and to conduct its business as presently conducted it has been and currently is being conducted, (ciii) is duly qualified as a foreign partnership or limited liability company, as the case may be, to transact do business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except in the case of this clause (c) all jurisdictions where the failure so to qualify or to be so qualified would have a material adverse effect on its business. (d) Except as set forth in good standing would not result in an Portfolio Material Adverse Effect; Schedule 4.21(d), all outstanding shares of the issued and outstanding equity capital stock or other ownership interests or capital stock, respectively, of each such Subsidiary has been duly authorized and are validly issued, is fully paid paid, nonassessable and non-assessable free of preemptive rights and is are owned by the Contributed Entity, (either directly or through a Subsidiaryindirectly) by Norpac without any encumbrances. (e) Except as set forth in Schedule 4.21(e), free there are no outstanding securities convertible into or exchangeable for the capital stock of or other equity interests in any Subsidiary and clear no outstanding options, rights, subscriptions, calls commitments, warrants or rights of any security interestcharacter for Norpac, mortgageany Subsidiary or any other person or entity to purchase, pledgesubscribe for or to otherwise acquire any shares of such stock or other securities of any Subsidiary. (f) Except as set forth in Schedule 4.21(f), lienthere are no outstanding agreements affecting or relating to the voting, encumbranceissuance, claim purchase, redemption, repurchase or equity; none transfer of the outstanding any capital stock of or other equity interests in any Subsidiary. (g) Each Subsidiary’s stock register or similar register of ownership has complete and accurate records indicating the following: (i) the name and address of each person or entity owning shares of capital stock, respectively, of any Subsidiary was issued in violation stock or other equity interest of the preemptive Subsidiary and (ii) the certificate number of each certificate evidencing shares of capital stock or similar rights other equity interest issued by the Subsidiary, the number of any securityholder shares or other equity interests evidenced by each such certificate, the date of issuance of such Subsidiarycertificate, and, if applicable, the date of cancellation. Copies of same have been made available to Cellynx.

Subsidiaries and Investments. Except as listed on Schedule 3.3 attached hereto, the Contributed Entity has no Subsidiaries, nor does it have any investment in any Person. Schedule 3.3 indicates the ownership of all of the issued and outstanding ownership interests of all Subsidiaries of the Contributed Entity. Each Subsidiary of the Contributed Entity (a) Except as set forth in Schedule 4.21(a), SEAA neither owns any capital stock, has any interest of any kind nor has any agreement or commitment to purchase any interest, whatsoever in any corporation, partnership, or other form of business organization (any such organization is referred to as a “Subsidiary”). (b) Schedule 4.21(b) sets forth true and complete copies of the charter of each Subsidiary, as well as any limited liability company agreement, operating agreement or shareholder agreement relating to such Subsidiary, and any acquisition agreement relating to any Subsidiary. All corporate or other action that has been taken by any Subsidiary has been duly authorized and does not conflict with or violate any provision of its charter, bylaws or other organizational documents. (c) Each Subsidiary (i) is duly organized and is validly existing as a partnership or a limited liability company in good standing under the laws of the its jurisdiction of its organization, (bii) has partnership or limited liability company all requisite and necessary power and authority, as applicable, authority to own, operate or lease and operate its those assets or properties which are owned, operated or leased by it and to conduct its business as presently conducted it has been and currently is being conducted, (ciii) is duly qualified as a foreign partnership or limited liability company, as the case may be, to transact do business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except in the case of this clause (c) all jurisdictions where the failure so to qualify or to be so qualified would have a material adverse effect on its business. (d) Except as set forth in good standing would not result in an Portfolio Material Adverse Effect; Schedule 4.21(d), all outstanding shares of the issued and outstanding equity capital stock or other ownership interests or capital stock, respectively, of each such Subsidiary has been duly authorized and are validly issued, is fully paid paid, nonassessable and non-assessable free of preemptive rights and is are owned by the Contributed Entity, (either directly or through a Subsidiaryindirectly) by SEAA without any encumbrances. (e) Except as set forth in Schedule 4.21(e), free there are no outstanding securities convertible into or exchangeable for the capital stock of or other equity interests in any Subsidiary and clear no outstanding options, rights, subscriptions, calls commitments, warrants or rights of any security interestcharacter for SEAA, mortgageany Subsidiary or any other person or entity to purchase, pledgesubscribe for or to otherwise acquire any shares of such stock or other securities of any Subsidiary. (f) Except as set forth in Schedule 4.21(f), lienthere are no outstanding agreements affecting or relating to the voting, encumbranceissuance, claim purchase, redemption, repurchase or equity; none transfer of the outstanding any capital stock of or other equity interests in any Subsidiary. (g) Each Subsidiary’s stock register or similar register of ownership has complete and accurate records indicating the following: (i) the name and address of each person or entity owning shares of capital stock, respectively, of any Subsidiary was issued in violation stock or other equity interest of the preemptive Subsidiary and (ii) the certificate number of each certificate evidencing shares of capital stock or similar rights other equity interest issued by the Subsidiary, the number of any securityholder shares or other equity interests evidenced by each such certificate, the date of issuance of such Subsidiarycertificate, and, if applicable, the date of cancellation. Copies of same have been made available to Lotus.

Subsidiaries and Investments. Except as listed on Schedule 3.3 attached hereto, the Contributed Entity has no Subsidiaries, nor does it have any investment Set forth in any Person. Schedule 3.3 indicates the ownership of all Section 2.3 of the issued and outstanding ownership interests Disclosure Schedule is a list of all Subsidiaries each of the Contributed EntityCompany's subsidiaries (the "Subsidiaries" and individually a "Subsidiary"). Each Subsidiary of the Contributed Entity (a) has been is a corporation duly organized and is organized, validly existing as a partnership or a limited liability company and in good standing under the laws of the jurisdiction of its organizationincorporation (as set forth in Section 2.3 of the Disclosure Schedule), (b) and has partnership the requisite corporate power to own or limited liability company power and authority, as applicable, to own, lease and operate all of its properties property and to conduct carry on its business as presently conducted and (c) it is duly now being conducted. Also set forth in Section 2.3 of the Disclosure Schedule is a list of jurisdictions in which each Subsidiary is qualified or licensed to do business as a foreign partnership corporation. Such jurisdictions are the only jurisdictions where the character of the properties owned, leased or limited liability company, as operated by each Subsidiary or the case may be, to transact business and is in good standing in each jurisdiction in which nature of its activities makes such qualification is required, whether by reason of the ownership or leasing of property or the conduct of businesslicensing necessary, except in the case of this clause (c) where the failure so to qualify or to be in good standing so duly qualified or licensed would not result in an Portfolio have a Material Adverse Effect; all Effect on the Subsidiary and the Company, taken as a whole. All of the issued and outstanding equity interests or shares of capital stock, respectively, stock of each such Subsidiary has have been duly authorized and validly issued, is are fully paid and non-assessable nonassessable, and is owned are owned, of record and beneficially, by the Contributed Entity, directly or through a SubsidiaryCompany, free and clear of any security interestall liens, mortgageencumbrances, pledgeequities, lien, encumbrance, claim options or equity; none of claims whatsoever. Except for the outstanding equity interests or shares of capital stock, respectively, stock of any each Subsidiary was issued in violation of the preemptive Company's name, no Subsidiary has outstanding any other equity securities or similar securities options, warrants or rights of any securityholder kind, convertible into, exchangeable for, or otherwise entitling any person to acquire, equity securities of such Subsidiary. Neither the Company nor any Subsidiary owns, directly or indirectly, any capital stock or other equity or ownership or proprietary interest in any other corporation, partnership, association, trust, joint venture or other entity.