Common use of Subsidiaries and Other Interests Clause in Contracts

Subsidiaries and Other Interests. (a) Quartet has no Subsidiaries except for Holdco and Merger Sub. Except for Holdco and Merger Sub, Quartet does not own, directly or indirectly, any ownership, equity, profits or voting interest in any Person or have any agreement or commitment to purchase any such interest, and Quartet has not agreed and is not obligated to make nor is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity. (b) Except for Holdco and Merger Sub, Quartet does not own directly or indirectly any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity (other than investments in short term investment securities). (c) Each of Holdco and Merger Sub is an exempted company duly incorporated, validly existing and in good standing under the laws of Bermuda and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of Holdco and Merger Sub is in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Quartet. Complete and correct copies of the Charter Documents of Holdco and the Merger Sub, as amended and currently in effect, have been heretofore delivered to the Company or its counsel. Neither Holdco nor Merger Sub is in violation of any of the provisions of its Charter Documents. (d) Each of Holdco and Merger Sub is duly qualified or licensed to do business as a foreign corporation or foreign limited liability company 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 activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Quartet. (e) Neither Holdco nor Merger Sub has any assets or properties of any kind, does not now conduct and has never conducted any business, and has and will have at the Closing no obligations or liabilities of any nature whatsoever, except for such obligations as are imposed under this Agreement.

Subsidiaries and Other Interests. (a) Quartet Parent has no Subsidiaries Subsidiaries, except for Holdco and Merger Sub. Except for Holdco and Merger Sub, Quartet Parent does not own, directly or indirectly, any ownership, equity, profits or voting interest in any Person or have any agreement or commitment to purchase any such interest, and Quartet Parent has not agreed and is not obligated to make nor is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become becomes obligated to make, any future investment in or capital contribution to any other entity. (b) Except for Holdco and Merger Sub, Quartet Parent does not own directly or indirectly any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity (other than investments in short term investment securities). (c) Each of Holdco and Merger Sub is an exempted company a corporation duly incorporated, validly existing and in good standing under the laws of Bermuda the State of Delaware and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of Holdco and Merger Sub is in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on QuartetParent and Merger Sub. Complete and correct copies of the Charter Documents of Holdco and the Merger Sub, as amended and currently in effect, have been heretofore delivered to the Company or its Company’s counsel. Neither Holdco nor Merger Sub is not in violation of any of the provisions of its Charter Documents. (d) Each of Holdco and Merger Sub is duly qualified or licensed to do business as a foreign corporation or foreign limited liability company 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 activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on QuartetParent and Merger Sub. Each jurisdiction in which each Merger Sub is so qualified or licensed is listed in Schedule 3.2. (e) Neither Holdco nor Merger Sub has does not have, and until the Closing will not have any assets or properties of any kind, does not now conduct and has never conducted any business, does not have any employees, and has and will have at the Closing no obligations or liabilities of any nature whatsoever, except for such obligations as are imposed under this AgreementAgreement or by virtue of the Merger.

Subsidiaries and Other Interests. (a) Quartet Cambridge has no Subsidiaries except for Holdco Holdco. Cambridge owns all of the outstanding shares of Holdco, free and Merger Subclear of all Liens. Except for Holdco and Merger SubHoldco, Quartet Cambridge does not own, directly or indirectly, any ownership, equity, profits or voting interest in any Person or have any agreement or commitment to purchase any such interest, and Quartet Cambridge has not agreed and is not obligated to make nor is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity. (b) Except for Holdco and Merger SubHoldco, Quartet Cambridge does not own directly or indirectly any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity (other than investments in short term investment securities). (c) Each of Holdco and Merger Sub is Following the Redomestication Merger, Surviving Pubco will be an exempted company duly incorporated, validly existing and in good standing under the laws of Bermuda the Cayman Islands and has will have the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conductedconducted as Cambridge. Each of Holdco and Merger Sub is Surviving Pubco will be in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on QuartetSurviving Pubco. Complete and correct copies of the Charter Documents of Holdco and the Merger SubSurviving Pubco, as amended and currently in effect, have been heretofore delivered to the Company or its counsel. Neither Holdco nor Merger Sub Surviving Pubco is not in violation of any of the provisions of its Charter Documents. (d) Each of Holdco and Merger Sub is Surviving Pubco will be duly qualified or licensed to do business as a foreign corporation or foreign limited liability company and is will be in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on QuartetSurviving Pubco. (e) Neither Holdco nor Merger Sub Surviving Pubco has any no assets or properties of any kind, does not now conduct and has never conducted any business, and has and will have at the Closing no obligations or liabilities of any nature whatsoever, except for such obligations as are imposed under this Agreement.

Subsidiaries and Other Interests. (a) Quartet Naked has no direct or indirect Subsidiaries except for Holdco or participations in joint ventures or other entities other than those listed in Schedule 3.2 hereto. Except as set forth in Schedule 3.2 hereto, Naked owns all of the outstanding equity securities of its Subsidiaries, free and Merger Subclear of all Liens other than Permitted Liens. Except for Holdco and Merger Subthe Subsidiaries listed on Schedule 3.2 hereto, Quartet Naked does not own, directly or indirectly, any ownership, equity, profits or voting interest in any Person or have has any agreement or commitment to purchase any such interest, and Quartet has not agreed and is not obligated to make nor is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become becomes obligated to make, any future investment in or capital contribution to any other entity. (b) Except for Holdco Each Naked Subsidiary is duly incorporated or organized, and Merger Sub, Quartet does not own directly or indirectly any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity (other than investments in short term investment securities). (c) Each of Holdco and Merger Sub is an exempted company duly incorporated, validly existing and in good standing standing, as applicable, under the laws of Bermuda its jurisdiction of incorporation or organization (as listed in Schedule 3.2 hereto), and has the requisite corporate or other entity power and authority authority, as applicable, to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each of Holdco and Merger Sub is in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Quartet. Complete and correct copies of the Charter Documents of Holdco and the Merger Subeach Naked Subsidiary, as amended and currently in effect, have been heretofore delivered to the Company Bendon or its Bendon’s counsel. Neither Holdco nor Merger Sub No Naked Subsidiary is in violation of any of the provisions of its Charter Documents. (dc) Each of Holdco and Merger Sub Naked Subsidiary is duly qualified or licensed to do business as a foreign corporation or foreign limited liability company other entity and is in good standing standing, as applicable, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on QuartetNaked and its Subsidiaries taken as a whole. Each jurisdiction in which each Naked Subsidiary is so qualified or licensed is listed in Schedule 3.2 hereto. (e) Neither Holdco nor Merger Sub has any assets or properties of any kind, does not now conduct and has never conducted any business, and has and will have at the Closing no obligations or liabilities of any nature whatsoever, except for such obligations as are imposed under this Agreement.

Subsidiaries and Other Interests. (a) Quartet Sino has no Subsidiaries subsidiaries, except for Holdco and Merger SubHoldco. Except for Holdco and Merger SubHoldco, Quartet Sino does not own, directly or indirectly, any ownership, equity, profits or voting interest in any Person or have any agreement or commitment to purchase any such interest, and Quartet Sino has not agreed and is not obligated to make nor is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity. (b) Except for Holdco and Merger SubHoldco, Quartet Sino does not own directly or indirectly any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity (other than investments in short term investment securities). (c) Each of Holdco and Merger Sub is an exempted company duly incorporated, validly existing and in good standing under the laws of Bermuda the Cayman Islands and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being or currently planned by Holdco to be conducted. Each of Holdco and Merger Sub is in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being or currently planned by Holdco to be conducted, except where the failure to have such Approvals would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on QuartetHoldco. Complete and correct copies of the Charter Documents of Holdco and the Merger SubHoldco, as amended and currently in effect, have been heretofore delivered to the Company or its the Company’s counsel. Neither Holdco nor Merger Sub is not in violation of any of the provisions of its Charter Documents. (d) Each of Holdco and Merger Sub is duly qualified or licensed to do business as a foreign corporation or foreign limited liability company 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 activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on QuartetHoldco. Each jurisdiction in which each the Holdco is so qualified or licensed is listed in Schedule 3.2. (e) Neither Holdco nor Merger Sub has been formed solely for the purpose of executing and delivering this Agreement and consummating the transactions contemplated hereby. Holdco does not have any assets or properties of any kind, does not now conduct and has never conducted any business, and has and will have at the Closing no obligations or liabilities of any nature whatsoever, except for such obligations as are imposed under this Agreement.

Subsidiaries and Other Interests. (a) Quartet Parent has no Subsidiaries subsidiaries, except for Holdco and Merger Sub. Except for Holdco and Merger Sub, Quartet Parent does not own, directly or indirectly, any ownership, equity, profits or voting interest in any Person or have any agreement or commitment to purchase any such interest, and Quartet Parent has not agreed and is not obligated to make nor is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity. (b) Except for Holdco and Merger Sub, Quartet Parent does not own directly or indirectly any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity (other than investments in short term investment securities). (c) Each of Holdco and Merger Sub is an exempted company duly incorporated, validly existing and in good standing under the laws of Bermuda the Cayman Islands and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being or currently planned by Merger Sub to be conducted. Each of Holdco and Merger Sub is in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being or currently planned by Merger Sub to be conducted, except where the failure to have such Approvals would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on QuartetMerger Sub. Complete and correct copies of the Charter Documents of Holdco and the Merger Sub, as amended and currently in effect, have been heretofore delivered to the Company or its the Company’s counsel. Neither Holdco nor Merger Sub is not in violation of any of the provisions of its Charter Documents. (d) Each of Holdco and Merger Sub is duly qualified or licensed to do business as a foreign corporation or foreign limited liability company 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 activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on QuartetMerger Sub. Each jurisdiction in which each the Merger Sub is so qualified or licensed is listed in Schedule 3.2. (e) Neither Holdco nor Merger Sub has does not have any assets or properties of any kind, does not now conduct and has never conducted any business, and has and will have at the Closing no obligations or liabilities of any nature whatsoever, except for such obligations as are imposed under this Agreement.