Common use of Subsidiaries; Due Organization; Etc Clause in Contracts

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries except for the Entities identified in Part 3.1(a)(i) of the Company Disclosure Schedule; and neither the Company nor any of the other Entities identified in Part 3.1(a)(i) of the Company Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity (the Company and each of its Subsidiaries are referred to collectively in this Agreement as the “Acquired Corporations”). For purposes of this Section 3, the term “Acquired Corporations” shall also be deemed to include any Entity that has been merged into or consolidated with the Company, any Subsidiary of the Company or any predecessor Entity of the Company. Part 3.1(a)(i) of the Company Disclosure Schedule sets forth the name, jurisdiction of incorporation or formation and authorized and outstanding capital of each Acquired Corporation and the jurisdictions in which each Acquired Corporation is qualified to do business. None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. None of the Acquired Corporations is a general partner of, or is otherwise liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. The outstanding capital stock of each of the Acquired Corporations is free and clear of all Encumbrances and all material claims or charges of any kind, and is 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 Subsidiary. (b) Each of the Acquired Corporations is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (c) Each of the Acquired Corporations is duly qualified or licensed to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification or license other than in such jurisdictions where the failure to be so qualified or licensed would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations.

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries except for the Entities identified in Part 3.1(a)(i) of the Company Disclosure Schedule; Subsidiaries, and neither the Company nor any of the other Entities identified in Part 3.1(a)(i) of the Company Disclosure Schedule Subsidiaries owns any capital stock of, or any equity interest of any nature in, any other Entity (Entity, other than the Company and each of its Subsidiaries are referred to collectively Entities identified in this Agreement as the “Acquired Corporations”). For purposes of this Section 3, the term “Acquired Corporations” shall also be deemed to include any Entity that has been merged into or consolidated with the Company, any Subsidiary of the Company or any predecessor Entity of the Company. Part 3.1(a)(i3.1(a) of the Company Disclosure Schedule (which sets forth the name, jurisdiction of incorporation or formation and authorized and outstanding capital organization of each Acquired Corporation Company Subsidiary and each other Entity included thereon). The Company is the jurisdictions in which ultimate beneficial owner of all outstanding shares of capital stock of each Acquired Corporation is qualified to do businessCompany Subsidiary. None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it is or may become obligated to make, make any future investment in or capital contribution contribution, loan or advance to any other EntityEntity (other than inter-company loans among the Acquired Corporations). None of the Acquired Corporations is has, at any time, been a general partner (or similar role) of, or is has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. The outstanding capital stock of each of the Acquired Corporations is free and clear of all Encumbrances and all material claims or charges of any kind, and is 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 Subsidiary. (b) Each of the Acquired Corporations is a corporation duly organized, validly existing and in good standing (where such concept is recognized under the laws Legal Requirements of the jurisdiction in which it is incorporated) under the Legal Requirements of the jurisdiction of its incorporation or formation and has all necessary corporate power and authorityauthority to: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (c) Each of the Acquired Corporations is duly qualified or licensed to do business as a foreign corporation, corporation and is in good standing, standing (where such concept is recognized under the laws Legal Requirements of the jurisdiction in which it is qualified to do business) under the Legal Requirements of all jurisdictions where the nature of its business requires such qualification or license other than in such jurisdictions qualification, except where the failure to be so qualified or licensed would does not reasonably be expected to have constitute a Company Material Adverse Effect on the Acquired CorporationsEffect.

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries Subsidiaries, except for the Entities corporations identified in Part 3.1(a)(i2.1(a)(i) of the Company Disclosure Schedule; and neither the Company nor any of the other Entities corporations identified in Part 3.1(a)(i2.1(a)(i) of the Company Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity Entity, other than the Entities identified in Part 2.1(a)(ii) of the Company Disclosure Schedule. (the The Company and each of its Subsidiaries are referred to collectively in this Agreement as the “Acquired Corporations.”). For purposes of this Section 3, the term “Acquired Corporations” shall also be deemed to include any Entity that has been merged into or consolidated with the Company, any Subsidiary of the Company or any predecessor Entity of the Company. Part 3.1(a)(i) of the Company Disclosure Schedule sets forth the name, jurisdiction of incorporation or formation and authorized and outstanding capital of each Acquired Corporation and the jurisdictions in which each Acquired Corporation is qualified to do business. None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. None Except as set forth in Part 2.1(a)(iii) of the Company Disclosure Schedule, none of the Acquired Corporations is (other than a Non-Operational Subsidiary prior to the time it was a Subsidiary of the Company) has at any time been a general partner of, or is or has at any time otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. The outstanding capital stock of each of the Acquired Corporations is free and clear of all Encumbrances and all material claims or charges of any kind, and is 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 Subsidiary. (b) Each of the Acquired Corporations other than the Non-Operational Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Material Contracts by which it is bound. (c) Each of the Acquired Corporations other than the Non-Operational Subsidiaries is duly qualified or licensed to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification qualification. (d) Except as set forth in Part 2.1(d) of the Company Disclosure Schedule, none of the Non-Operational Subsidiaries (i) has assets; (ii) has business operations; (iii) employs any employees or license engages any independent contractors, (iv) has any liabilities of any nature (whether accrued or contingent, matured or unmatured) other than as described in such jurisdictions where Part 2.21(a) of the failure Company Disclosure Schedule; (v) has ever transferred to be so qualified the Company or licensed would any other Acquired Corporation that is not reasonably be expected a Non-Operational Subsidiary any asset that is presently material to have the Company or (vi) is a Material Adverse Effect on party to any Contract. The names of all officers and directors of each of the Acquired CorporationsSubsidiaries is set forth in Part 2.1(d) of the Company Disclosure Schedule.

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries except for the Entities identified in Part 3.1(a)(i) and none of the Company Disclosure Schedule; and neither the Company nor any of the other Entities identified in Part 3.1(a)(i) of the Company Disclosure Schedule Acquired Corporations owns any capital stock of, or any other equity interest of any nature in, any other Entity (the Company and each of its Subsidiaries are referred to collectively in this Agreement as the “Acquired Corporations”). For purposes of this Section 3, the term “Acquired Corporations” shall also be deemed to include any Entity that has been merged into or consolidated with the Company, any Subsidiary of the Company or any predecessor Entity of the Company. Part 3.1(a)(i) of the Company Disclosure Schedule sets forth the name, jurisdiction of incorporation or formation and authorized and outstanding capital of each Acquired Corporation and the jurisdictions in which each Acquired Corporation is qualified to do businessEntity. None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. None of the Acquired Corporations is a general partner of, or is otherwise liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. The outstanding capital stock of each of the Acquired Corporations is free and clear of all Encumbrances and all material claims or charges of any kind, and is 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 Subsidiary. (b) Each of the Acquired Corporations Corporation is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted and is proposed to be conducted; (ii) to own and or use its assets in the manner in which its assets are currently owned and or used; and (iii) to perform its obligations under all Contracts by which it is bound. (c) Each None of the Acquired Corporations is duly qualified or has been required to be qualified, authorized, registered or licensed to do business as a foreign corporationcorporation in any jurisdiction other than the jurisdictions identified in Part 2.1(c) of the Disclosure Schedule. The Acquired Corporations are in good standing as foreign corporations in each of the jurisdictions identified in Part 2.1(c) of the Disclosure Schedule. (d) None of the Acquired Corporations has conducted any business under any fictitious name, assumed name, trade name or other name in any jurisdiction, other than its current corporate name. (e) Except for the acquisitions listed in Part 2.1(e) of the Disclosure Schedule (the “Past Acquisitions”), none of the Acquired Corporations has ever effected the acquisition of all or a substantial portion of the securities, assets or business of any other Entity. Each of the Past Acquisitions was effected in compliance with all applicable Legal Requirements and Contracts, and is all Consents required to be obtained in good standing, under the laws connection with such Past Acquisitions were duly obtained. No Acquired Corporation has ever directly or indirectly sold or otherwise disposed of (i) all jurisdictions where the nature or a substantial portion of its business requires such qualification or license assets, or (ii) all or a substantial portion of the capital stock or other than in such jurisdictions where securities of any Subsidiary. (f) Part 2.1(f) of the failure to be so qualified Disclosure Schedule sets forth the names and titles of all officers, directors, advisory members and other individuals with management or licensed would not reasonably be expected to have a Material Adverse Effect on similar responsibilities of the Acquired CorporationsCorporations immediately prior to the Closing.

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries Subsidiaries, except for the Entities corporations identified in Part 3.1(a)(i2.1(a)(i) of the Company Disclosure Schedule; and neither the Company nor any of the other Entities corporations identified in Part 3.1(a)(i2.1(a)(i) of the Company Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity (Entity, other than the Entities identified in Part 2.1(a)(ii) of the Company Disclosure Schedule. (The Company and each of its Subsidiaries are referred to collectively in this Agreement as the “"Acquired Corporations”). For purposes of this Section 3, the term “Acquired Corporations” shall also be deemed to include any Entity that has been merged into or consolidated with the Company, any Subsidiary of the Company or any predecessor Entity of the Company. Part 3.1(a)(i.") of the Company Disclosure Schedule sets forth the name, jurisdiction of incorporation or formation and authorized and outstanding capital of each Acquired Corporation and the jurisdictions in which each Acquired Corporation is qualified to do business. None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. None of the Acquired Corporations is has, at any time, been a general partner of, or is has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. The outstanding capital stock of each of the Acquired Corporations is free and clear of all Encumbrances and all material claims or charges of any kind, and is 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 Subsidiary. (b) The Company has never done business under any name other than "Ashxxxx.xxx, Xnc." or "NewWatch Company". (c) Each of the Acquired Corporations is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (cd) Each of the Acquired Corporations is duly qualified or licensed to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification or license other than in such jurisdictions qualification, except where the failure to be so qualified or licensed would not in such good standing is not, when taken together with all such other failures, reasonably be expected likely to have a Material Adverse Effect on the Acquired Corporations.

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries Subsidiaries, except for Merger Sub, the Entities identified in Part 3.1(a)(i2.1(a) of the Company Disclosure Schedule, and Forza (the “Company Subsidiaries”); and neither the Company Company, Merger Sub nor any of the other Entities identified in Part 3.1(a)(i) of the Company Disclosure Schedule Subsidiaries owns any capital stock shares of, or any equity interest of any nature in, any other Entity (Entity, other than Merger Sub and the Company and each of its Subsidiaries are referred to collectively in this Agreement as the “Acquired Corporations”)Subsidiaries. For purposes of this Section 3, the term “Acquired Corporations” shall also be deemed to include any Entity that The Company has been merged into or consolidated with the Company, any Subsidiary of the Company or any predecessor Entity of the Company. Part 3.1(a)(i) of the Company Disclosure Schedule sets forth the name, jurisdiction of incorporation or formation and authorized and outstanding capital of each Acquired Corporation and the jurisdictions in which each Acquired Corporation is qualified to do business. None of the Acquired Corporations has not agreed or nor is obligated to make, or nor is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. None of the Acquired Corporations is The Company has not, at any time, been a general partner of, or is has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. The outstanding capital stock of each of the Acquired Corporations is free and clear of all Encumbrances and all material claims or charges of any kind, and is 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 Subsidiary. (b) Each of the Acquired Corporations Company, Merger Sub and the Company Subsidiaries is a corporation or limited liability company, as applicable, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its such assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (c) Each of the Acquired Corporations Company, Merger Sub and the Company Subsidiaries is duly qualified or licensed to do business as a foreign corporationcorporation or limited liability company, as applicable, and is in good standingstanding (or the equivalent thereof, if applicable, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof), under the laws of all jurisdictions where the nature of its business requires such qualification or license other than in such jurisdictions where the failure to be so qualified individually or licensed in the aggregate would not be reasonably be expected to have a Company Material Adverse Effect on the Acquired CorporationsEffect.

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries Subsidiaries, except for the Entities corporations identified in Part 3.1(a)(i2.1(a) of the Company Disclosure Schedule; and neither the Company nor any of the other Entities corporations identified in Part 3.1(a)(i2.1(a) of the Company Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity (Entity, other than the Company and each of its Subsidiaries are referred to collectively Entities identified in this Agreement as the “Acquired Corporations”). For purposes of this Section 3, the term “Acquired Corporations” shall also be deemed to include any Entity that has been merged into or consolidated with the Company, any Subsidiary of the Company or any predecessor Entity of the Company. Part 3.1(a)(i2.1(a) of the Company Disclosure Schedule sets forth the name, jurisdiction of incorporation or formation and authorized and outstanding capital of each Acquired Corporation and the jurisdictions in which each Acquired Corporation is qualified to do businessSchedule. None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. None of the Acquired Corporations is has, at any time, been a general partner of, or is has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. The outstanding capital stock of each of the Acquired Corporations is free and clear of all Encumbrances and all material claims or charges of any kind, and is 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 Subsidiary. (b) Each of the Acquired Corporations is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation (which jurisdiction is set forth in Part 2.1(b) of the Disclosure Schedule) and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (c) Each As of the date of this Agreement, none of the Acquired Corporations is duly qualified required to be qualified, authorized, registered or licensed to do business as a foreign corporation, and is corporation in any jurisdiction other than the jurisdictions identified in Part 2.1(c) of the Disclosure Schedule. The Acquired Corporations are in good standingstanding as foreign corporations in each jurisdiction in which such qualification, under the laws of all jurisdictions where the nature of its business requires such qualification authorization, registration or license other than in such jurisdictions licensing is necessary, except where the failure to be so qualified qualified, authorized, registered or licensed would not reasonably be expected to have result in a Material Adverse Effect on Effect. (d) The Company has not, and none of the other Acquired Corporations has since the date it was acquired or formed by the Company conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name “Vintela, Inc.” and the names set forth in Part 2.1(a) of the Disclosure Schedule. (e) Part 2.1(e) of the Disclosure Schedule accurately sets forth, as of the date of this Agreement: (i) the names of the members of the board of directors of each of the Acquired Corporations; and (ii) the names and titles of the officers of each of the Acquired Corporations.

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries Subsidiaries, except for the Entities corporations identified in Part 3.1(a)(i2.1(a)(i) of the Company Disclosure Schedule; and neither the Company nor any of the other Entities corporations identified in Part 3.1(a)(i2.1(a)(i) of the Company Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity (Entity, other than the Company and each of its Subsidiaries are referred to collectively Entities identified in this Agreement as the “Acquired Corporations”). For purposes of this Section 3, the term “Acquired Corporations” shall also be deemed to include any Entity that has been merged into or consolidated with the Company, any Subsidiary of the Company or any predecessor Entity of the Company. Part 3.1(a)(i2.1(a)(ii) of the Company Disclosure Schedule sets forth the name, jurisdiction of incorporation or formation and authorized and outstanding capital of each Acquired Corporation and the jurisdictions in which each Acquired Corporation is qualified to do businessSchedule. None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. None Except as set forth in Part 2.1(a)(iii) of the Disclosure Schedule, none of the Acquired Corporations is has, at any time, been a general partner of, or is has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. The outstanding capital stock of each of the Acquired Corporations is free and clear of all Encumbrances and all material claims or charges of any kind, and is 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 Subsidiary. (b) Each of the Acquired Corporations is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation and (which jurisdiction is set forth in Part 2.1(b) of the Disclosure Schedule). Each of the Acquired Corporations has all necessary 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; and (iii) to perform its obligations under all Contracts by which it is bound. (c) Each None of the Acquired Corporations is duly qualified required to be qualified, authorized, registered or licensed to do business as a foreign corporation, and is corporation in any jurisdiction other than the jurisdictions identified in Part 2.1(c) of the Disclosure Schedule. The Acquired Corporations are in good standingstanding as foreign corporations in each of the jurisdictions identified in Part 2.1(c) of the Disclosure Schedule. (d) Except as set forth in Part 2.1(d) of the Disclosure Schedule, none of the Acquired Corporations has conducted any business under the laws of all jurisdictions where the nature of its business requires such qualification or license otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name “Imceda Software, Inc.” and the names set forth in such jurisdictions where Part 2.1(a)(i) of the failure to be so qualified or licensed would not reasonably be expected to have a Material Adverse Effect on Disclosure Schedule. (e) Part 2.1(e) of the Disclosure Schedule accurately sets forth: (i) the names of the members of the board of directors of each of the Acquired Corporations; and (ii) the names and titles of the officers of each of the Acquired Corporations.

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries Subsidiaries, except for the Entities corporations identified in Part 3.1(a)(i2.1(a)(i) of the Company Disclosure Schedule; and neither the Company nor any of the other Entities corporations identified in Part 3.1(a)(i2.1(a)(i) of the Company Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity (Entity, other than the Company and each of its Subsidiaries are referred to collectively Entities identified in this Agreement as the “Acquired Corporations”). For purposes of this Section 3, the term “Acquired Corporations” shall also be deemed to include any Entity that has been merged into or consolidated with the Company, any Subsidiary of the Company or any predecessor Entity of the Company. Part 3.1(a)(i2.1(a)(ii) of the Company Disclosure Schedule sets forth the name, jurisdiction of incorporation or formation and authorized and outstanding capital of each Acquired Corporation and the jurisdictions in which each Acquired Corporation is qualified to do businessSchedule. None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. None Except as set forth in Part 2.1(a)(iii) of the Disclosure Schedule, none of the Acquired Corporations is has, at any time, been a general partner of, or is has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. The outstanding capital stock of each of the Acquired Corporations is free and clear of all Encumbrances and all material claims or charges of any kind, and is 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 Subsidiary. (b) Each of the Acquired Corporations is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation and (which jurisdiction is set forth in Part 2.1(b) of the Disclosure Schedule). Each of the Acquired Corporations has all necessary 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; and (iii) to perform its obligations under all Contracts by which it is bound. (c) Each None of the Acquired Corporations is duly qualified required to be qualified, authorized, registered or licensed to do business as a foreign corporation, and is corporation in any jurisdiction other than the jurisdictions identified in Part 2.1(c) of the Disclosure Schedule. The Acquired Corporations are in good standingstanding as foreign corporations in each of the jurisdictions identified in Part 2.1(c) of the Disclosure Schedule. (d) Except as set forth in Part 2.1(d) of the Disclosure Schedule, none of the Acquired Corporations has conducted any business under the laws of all jurisdictions where the nature of its business requires such qualification or license otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name “Aelita Software Corporation” and the names set forth in such jurisdictions where Part 2.1(a)(i) of the failure to be so qualified or licensed would not reasonably be expected to have a Material Adverse Effect on Disclosure Schedule. (e) Part 2.1(e) of the Disclosure Schedule accurately sets forth: (i) the names of the members of the board of directors of each of the Acquired Corporations; and (ii) the names and titles of the officers of each of the Acquired Corporations.

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries except for the Entities corporations identified in Part 3.1(a)(i2.1(a) of the Company Disclosure Schedule; and neither the Company nor any . None of the other Entities identified in Part 3.1(a)(i) of the Company Disclosure Schedule Acquired Corporations owns or has ever owned any capital stock of, or any equity interest of any nature in, any other Entity (the Company and each of its Subsidiaries are referred to collectively in this Agreement as the “Acquired Corporations”). For purposes of this Section 3, the term “Acquired Corporations” shall also be deemed to include any Entity that has been merged into or consolidated with the Company, any Subsidiary of the Company or any predecessor Entity of the Company. Part 3.1(a)(i) of the Company Disclosure Schedule sets forth the name, jurisdiction of incorporation or formation and authorized and outstanding capital of each Acquired Corporation and the jurisdictions in which each Acquired Corporation is qualified to do businessEntity. None of the Acquired Corporations has agreed or to make, is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. None of the Acquired Corporations is has at any time been a general partner of, or is has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. The outstanding capital stock of each of the Acquired Corporations is free and clear of all Encumbrances and all material claims or charges of any kind, and is 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 Subsidiary. (b) Each of the Acquired Corporations is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation (which jurisdiction is set forth in Part 2.1(b) of the Disclosure Schedule) and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (c) Each None of the Acquired Corporations is duly qualified a “reporting issuer” (for the purposes of Canadian securities laws), there is not a published market in respect of any of the Acquired Corporations’ capital stock, the number of beneficial holders of shares of each of the Acquired Corporations is not more than 50 (excluding employees or former employees of such Acquired Corporation) and each of the Acquired Corporations is a “private issuer” for the purposes of National Instrument 45-106. (d) None of the Acquired Corporations is or has been required to be, qualified, authorized, registered or licensed to do business as a foreign corporationcorporation in any jurisdiction. (e) None of the Acquired Corporations has conducted any business under or otherwise used, and is for any purpose or in good standingany jurisdiction, under the laws of all jurisdictions where the nature of its business requires such qualification any fictitious name, assumed name, trade name or license other name, other than in such jurisdictions where the failure to be so qualified or licensed would not reasonably be expected to have a Material Adverse Effect on name “Terrascale Technologies Inc.”, “Terrascale Technologies”, “Terrascale”, “Terrascale Technologies (Canada) Inc.” and “Les Technologies Terrascale (Canada) Inc.” (f) Part 2.1(f) of the Disclosure Schedule accurately sets forth: (i) the names of the members of the board of directors of each of the Acquired Corporations; and (ii) the names and titles of the officers of each of the Acquired Corporations.

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries Subsidiaries, except for the Entities corporations identified in Part 3.1(a)(i2.1(a)(i) of the Company Disclosure Schedule; and neither the Company nor any of the other Entities corporations identified in Part 3.1(a)(i2.1(a)(i) of the Company Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity Entity, other than the Entities identified in Part 2.1(a)(ii) of the Company Disclosure Schedule. (the The Company and each of its Subsidiaries are referred to collectively in this Agreement as the “"Acquired Corporations”). For purposes of this Section 3, the term “Acquired Corporations” shall also be deemed to include any Entity that has been merged into or consolidated with the Company, any Subsidiary of the Company or any predecessor Entity of the Company. Part 3.1(a)(i.") of the Company Disclosure Schedule sets forth the name, jurisdiction of incorporation or formation and authorized and outstanding capital of each Acquired Corporation and the jurisdictions in which each Acquired Corporation is qualified to do business. None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. None Except as set forth in Part 2.1(a)(iii) of the Company Disclosure Schedule, none of the Acquired Corporations is has, at any time, been a general partner of, or is has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. The outstanding capital stock of each of the Acquired Corporations is free and clear of all Encumbrances and all material claims or charges of any kind, and is 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 Subsidiary. (b) Each of the Acquired Corporations is a corporation corporation, partnership or limited liability company duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization and has all necessary 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; and (iii) to perform its obligations under all Contracts by which it is bound. (c) Each of the Acquired Corporations is duly licensed or qualified or licensed to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification or license other than in such jurisdictions where the failure to be so qualified or licensed would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporationsqualification.

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries Subsidiaries, except for the Entities corporations identified in Part 3.1(a)(i2.1(a)(i) of the Company Disclosure Schedule; and neither the Company nor any of the other Entities corporations identified in Part 3.1(a)(i2.1(a)(i) of the Company Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity (Entity, other than the Company and each of its Subsidiaries are referred to collectively Entities identified in this Agreement as the “Acquired Corporations”). For purposes of this Section 3, the term “Acquired Corporations” shall also be deemed to include any Entity that has been merged into or consolidated with the Company, any Subsidiary of the Company or any predecessor Entity of the Company. Part 3.1(a)(i2.1(a)(ii) of the Company Disclosure Schedule sets forth the name, jurisdiction of incorporation or formation and authorized and outstanding capital of each Acquired Corporation and the jurisdictions in which each Acquired Corporation is qualified to do businessSchedule. None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future equity investment in or capital contribution to any other Entity. None Except as set forth in Part 2.1(a)(iii) of the Disclosure Schedule, none of the Acquired Corporations is has, at any time, been a general partner of, or is has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. The outstanding capital stock of each of the Acquired Corporations is free and clear of all Encumbrances and all material claims or charges of any kind, and is 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 Subsidiary. (b) Each of the Acquired Corporations is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation and (which jurisdiction is set forth in Part 2.1(b) of the Disclosure Schedule). Each of the Acquired Corporations has all necessary 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; and (iii) to perform its obligations under all Contracts by which it is bound. (c) Each None of the Acquired Corporations is duly qualified required to be qualified, authorized, registered or licensed to do business as a foreign corporation, and is corporation in any jurisdiction other than the jurisdictions identified in Part 2.1(c) of the Disclosure Schedule. The Acquired Corporations are in good standingstanding as foreign corporations in each of the jurisdictions identified in Part 2.1(c) of the Disclosure Schedule. (d) Except as set forth in Part 2.1(d) of the Disclosure Schedule, none of the Acquired Corporations has conducted any business under the laws of all jurisdictions where the nature of its business requires such qualification or license otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name “ScriptLogic Corporation” and the names set forth in such jurisdictions where Part 2.1(a)(i) of the failure to be so qualified or licensed would not reasonably be expected to have a Material Adverse Effect on Disclosure Schedule. (e) Part 2.1(e) of the Disclosure Schedule accurately sets forth: (i) the names of the members of the board of directors of each of the Acquired Corporations; and (ii) the names and titles of the officers of each of the Acquired Corporations.

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries except for the Entities identified in Part 3.1(a)(i) of the Subsidiaries. The Company Disclosure Schedule; and neither the Company nor any of the other Entities identified in Part 3.1(a)(i) of the Company Disclosure Schedule owns does not own any capital stock of, or any equity interest of any nature in, any other Entity (the Company and each of its Subsidiaries are referred to collectively in this Agreement as the “Acquired Corporations”). For purposes of this Section 3, the term “Acquired Corporations” shall also be deemed to include any Entity that has been merged into or consolidated with the Company, any Subsidiary of the Company or any predecessor Entity of the Company. Part 3.1(a)(i) of the Company Disclosure Schedule sets forth the name, jurisdiction of incorporation or formation and authorized and outstanding capital of each Acquired Corporation and the jurisdictions in which each Acquired Corporation is qualified to do businessEntity. None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. None of the Acquired Corporations is has at any time been a general partner of, or is has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. The outstanding capital stock of each of the Acquired Corporations is free and clear of all Encumbrances and all material claims or charges of any kind, and is 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 Subsidiary. (b) Each of the Acquired Corporations The Company is a Delaware corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporation or formation and Delaware. The Company has all necessary full corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (c) Each of Except for such jurisdictions in which the Acquired Corporations failure to be so qualified would not have a Company Material Adverse Effect, the Company is duly qualified not, nor has it been, required to be, qualified, authorized, registered or licensed to do business as a foreign corporation, and corporation in any jurisdiction other than the jurisdictions identified in Part 2.1(c) of the Disclosure Schedule. The Company is in good standingstanding as foreign corporations in each of the jurisdictions identified in Part 2.1(c) of the Disclosure Schedule. (d) Except as set forth in Part 2.1(d) of the Disclosure Schedule, the Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name “Chaparral Network Storage.” (e) The merger of South Seas Corporation with and into the Company (the “Short-Form Merger”) became effective on February 5, 2004 under the laws DGCL, and was effected in all respects in compliance with the DGCL. The Short-Form Merger did not contravene, conflict with or result in a violation of any of the provisions of the certificate of incorporation or bylaws or other charter or organizational documents of the Company or South Seas Corporation or contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Contract to which South Seas Corporation was a party or by which its assets were bound. In connection with the Short-Form Merger, the Company became liable for all jurisdictions where the nature of its business requires such qualification South Seas Corporation’s liabilities, whether created by Contract or license other than in such jurisdictions where the failure to be so qualified Legal Requirements, and contingent or licensed would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporationsotherwise.

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries Subsidiaries, except for the Entities identified in Part 3.1(a)(i2.1(a) of the Company Disclosure ScheduleSchedule (the “Company Subsidiaries”); and neither the Company nor any of the other Entities identified in Part 3.1(a)(i2.1(a) of the Company Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity (Entity, other than the Company and each of its Subsidiaries are referred to collectively Entities identified in this Agreement as the “Acquired Corporations”). For purposes of this Section 3, the term “Acquired Corporations” shall also be deemed to include any Entity that has been merged into or consolidated with the Company, any Subsidiary of the Company or any predecessor Entity of the Company. Part 3.1(a)(i2.1(a) of the Company Disclosure Schedule sets forth Schedule. Holdings’ only Subsidiary is the nameCompany and Holdings does not directly own any capital stock of, jurisdiction or any equity interest of incorporation or formation and authorized and outstanding capital of each Acquired Corporation and any nature in, any other Entity. Neither Holdings nor the jurisdictions in which each Acquired Corporation is qualified to do business. None of the Acquired Corporations Company has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. None of Neither Holdings nor the Acquired Corporations is Company has, at any time, been a general partner of, or is has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. The outstanding capital stock of each of the Acquired Corporations is free and clear of all Encumbrances and all material claims or charges of any kind, and is 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 Subsidiary. (b) Each Holdings is a limited liability company, and each of the Acquired Corporations Company and the Company Subsidiaries is a corporation corporation, each duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation or incorporation or formation (as applicable) and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (c) Each of Holdings, the Acquired Corporations Company and the Company Subsidiaries is duly qualified or licensed to do business as a foreign corporationlimited liability company or corporation (as applicable), and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification or license other than in such jurisdictions where the failure to be so qualified individually or licensed in the aggregate would not be reasonably be expected to have a Company Material Adverse Effect on the Acquired CorporationsEffect.

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries except for the Entities identified in Part 3.1(a)(ion Schedule 3.1(a) of the Company Disclosure Schedule; Schedules. The Company and neither the Company nor any of the other Entities identified in Part 3.1(a)(ion Schedule 3.1(a) of the Company Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity (the Company and each of its Subsidiaries Schedules are sometimes referred to herein collectively in this Agreement as the “Acquired Corporations”). For purposes of this Section 3, the term Target Companies” and individually as a “Acquired CorporationsTarget Company.” shall also be deemed to include any Entity that has been merged into or consolidated with the Company, any Subsidiary All of the Company or any predecessor Entity outstanding Equity Interests of each of the Company’s Subsidiaries (i) that is a corporation have been duly authorized and validly issued and are fully paid and non-assessable and (ii) that is not a corporation have (A) been duly created pursuant to the Laws of the jurisdiction of such Subsidiary, (B) have been issued and paid for in accordance with the organizational documents governing such Subsidiary, and (C) except as expressly contemplated by the organizational documents governing such Subsidiary, are fully paid and non-assessable and require no further capital contribution, loans, or credit support. Part 3.1(a)(iAll such Equity Interests of the Company’s Subsidiaries are free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned beneficially and of record by the Target Companies, free and clear of any Encumbrances. The Target Companies do not own any Equity Interest in any Entity other than the Entities identified on Schedule 3.1(a) of the Company Disclosure Schedule sets forth the name, jurisdiction of incorporation or formation and authorized and outstanding capital of each Acquired Corporation and the jurisdictions in which each Acquired Corporation is qualified to do businessSchedules. None of the Acquired Corporations Target Companies has agreed to make, or is otherwise obligated to make, or is bound by any Contract under which it may become be obligated to make, any future investment in in, or capital contribution to to, any other Entity. None of the Acquired Corporations is Target Companies has, at any time, been a general partner of, or is has otherwise been liable for for, any of the debts or other obligations of, of any general partnership, limited partnership or other Entity. The outstanding capital stock of each of the Acquired Corporations is free and clear of all Encumbrances and all material claims or charges of any kind, and is 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 Subsidiary. (b) Each of the Acquired Corporations is a corporation Target Company has been duly organized, and is validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation or formation organization, as the case may be (with Schedule 3.1(a) of the Company Disclosure Schedules setting forth the type of Entity and the respective jurisdictions thereof). Each Target Company has all necessary Entity power and authorityauthority and all necessary Governmental Authorization: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is boundCompany Contracts. (c) Each None of the Acquired Corporations Target Companies is duly qualified required to be qualified, authorized, registered or licensed to do business as a foreign corporation, and is corporation or other Entity in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification or license any jurisdiction other than in such the jurisdictions identified on Schedule 3.1(c) of the Company Disclosure Schedules, except where the failure to be so qualified or licensed qualify would not reasonably be expected to have a Company Material Adverse Effect Effect. Each Target Company is in good standing as a foreign corporation in each of the jurisdictions identified on Schedule 3.1(c) of the Acquired CorporationsCompany Disclosure Schedules. (d) None of the Target Companies has conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name “First Southwest Holdings, Inc.” and the names set forth on Schedule 3.1(a) of the Company Disclosure Schedules. (e) Schedule 3.1(e) of the Company Disclosure Schedules accurately sets forth: (i) the names of the members of each Target Company’s board of directors or similar governing body, (ii) the names of the members of each committee of each Target Company’s board of directors or similar governing body and (iii) the names and titles of each Target Company’s executive officers.

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries except for the Entities identified in Part 3.1(a)(i) of the Company Disclosure Schedule; Subsidiaries, and neither the Company nor any of the other Entities identified in Part 3.1(a)(i) of the Company Disclosure Schedule Subsidiaries owns any capital stock of, or any equity interest of any nature in, any other Entity (Entity, other than the Company and each of its Subsidiaries are referred to collectively Entities identified in this Agreement as the “Acquired Corporations”). For purposes of this Section 3, the term “Acquired Corporations” shall also be deemed to include any Entity that has been merged into or consolidated with the Company, any Subsidiary of the Company or any predecessor Entity of the Company. Part 3.1(a)(i2.1(a) of the Company Disclosure Schedule sets forth the name, jurisdiction of incorporation or formation and authorized and outstanding capital of each Acquired Corporation and the jurisdictions in which each Acquired Corporation is qualified to do businessSchedule. None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it is or may become obligated to make, any future investment in or capital contribution to any other Entity. None of the Acquired Corporations is a general partner of, or is otherwise liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. The outstanding capital stock of each of the Acquired Corporations is free and clear of all Encumbrances and all material claims or charges of any kind, and is 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 Subsidiary. (b) Each of the Acquired Corporations The Company is a corporation duly organized, validly existing and in good standing under the DGCL. Each of the Company Subsidiaries is a corporation duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the laws of the jurisdiction of its incorporation or formation and incorporation, except where the failure to be in good standing would not reasonably be expected to result in a Company Material Adverse Effect. (c) Each of the Acquired Corporations has all necessary corporate power and authorityauthority to: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to enter into, and perform its obligations under all Contracts by which it is boundunder, Contracts. (cd) Each of the Acquired Corporations is duly qualified or licensed to do business as a foreign corporation, and is in good standing (with respect to jurisdictions that recognize the concept of good standing), under the laws of all jurisdictions where the nature of its business requires such qualification or license other than in such jurisdictions qualification, except where the failure to be so qualified or licensed would not reasonably be expected to have result in a Company Material Adverse Effect on the Acquired CorporationsEffect.

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries Subsidiaries, except for the Entities corporations identified in Part 3.1(a)(i2.1(a) of the Company Disclosure Schedule; and neither the Company nor any of the other Entities corporations identified in Part 3.1(a)(i2.1(a) of the Company Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity Entity, other than the Entities identified in Part 2.1(a) of the Company Disclosure Schedule. (the The Company and each of its Subsidiaries are referred to collectively in this Agreement as the “"Acquired Corporations”). For purposes of this Section 3, the term “Acquired Corporations” shall also be deemed to include any Entity that has been merged into or consolidated with the Company, any Subsidiary of the Company or any predecessor Entity of the Company. Part 3.1(a)(i.") of the Company Disclosure Schedule sets forth the name, jurisdiction of incorporation or formation and authorized and outstanding capital of each Acquired Corporation and the jurisdictions in which each Acquired Corporation is qualified to do business. None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. None of the Acquired Corporations is has, at any time, been a general partner of, or is has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. The outstanding capital stock of each of the Acquired Corporations is free and clear of all Encumbrances and all material claims or charges of any kind, and is 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 Subsidiary. (b) Each of the Acquired Corporations is a corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction of its incorporation or formation and has all necessary power and authority: : (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Material Contracts by which it is bound. (c) Each Set forth in Part 2.1(c) of the Company Disclosure Schedule is a list of each jurisdiction where each of the Acquired Corporations is duly qualified to do business. Except as set forth in Part 2.1(c) of the Company Disclosure Schedule or licensed as will not at any time be deemed to have a Material Adverse Effect on the Acquired Corporations, each of the Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification or license other than in such jurisdictions where the failure to be so qualified or licensed would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporationsqualification.

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries except for the Entities identified in Part 3.1(a)(i3.1(a) of the Company Parent Disclosure Schedule; Schedule identifies each Subsidiary of the Parent and neither indicates its jurisdiction of organization. Neither the Company Parent nor any of the other Entities identified in Part 3.1(a)(i) of the Company Disclosure Schedule Parent’s Subsidiaries owns any capital stock of, or any equity interest of any nature in, any other Entity (Entity, other than the Company and each of its Subsidiaries are referred to collectively in this Agreement as the “Acquired Corporations”)Parent’s Subsidiaries. For purposes of this Section 3, the term “Acquired Corporations” shall also be deemed to include any Entity that has been merged into or consolidated with the Company, any Subsidiary of the Company or any predecessor Entity of the Company. Part 3.1(a)(i) of the Company Disclosure Schedule sets forth the name, jurisdiction of incorporation or formation and authorized and outstanding capital of each Acquired No Parent Corporation and the jurisdictions in which each Acquired Corporation is qualified to do business. None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. None of the Acquired Corporations is a general partner of, or is otherwise liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. The outstanding capital stock of each of the Acquired Corporations is free and clear of all Encumbrances and all material claims or charges of any kind, and is 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 Subsidiary. (b) Each of the Acquired Parent Corporations is a corporation or other business organization duly organized, validly existing and in good standing (to the extent that the laws of the jurisdiction of its formation recognize the concept of good standing) under the laws of the jurisdiction of its incorporation or formation and has all necessary organizational power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (c) Each of the Acquired Parent Corporations is duly qualified or licensed to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification or license other than qualification, except for jurisdictions in such jurisdictions where which the failure to be so qualified or licensed in good standing, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect Effect. (d) The corporate records and minute books of each of the Parent Corporations have been maintained in accordance with all applicable Legal Requirements in all material respects, and such corporate records and minute books are complete and accurate in all material respects, including, but not limited to the fact that, the minute books contain the minutes of all meetings of the boards of directors, committees of the board and shareholders and all resolutions passed by the boards of directors, committees of the boards and the shareholders. The financial books, records and accounts of each of the Parent Corporations (i) have in all material respects been maintained in accordance with good business practices and in accordance with GAAP and with the accounting principles generally accepted in the country of domicile of each such entity on a basis consistent with prior years, and (ii) accurately and fairly reflect the Acquired Corporationsbasis for the consolidated financial statements of Parent.

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries Subsidiaries, except for the Entities corporations identified in Part 3.1(a)(i2.1(a)(i) of the Company Disclosure Schedule; and neither the Company nor any of the other Entities corporations identified in Part 3.1(a)(i2.1(a)(i) of the Company Disclosure Schedule owns any capital stock of, or any other equity interest of any nature in, any other Entity (Entity, other than the Company and each of its Subsidiaries are referred to collectively Entities identified in this Agreement as the “Acquired Corporations”). For purposes of this Section 3, the term “Acquired Corporations” shall also be deemed to include any Entity that has been merged into or consolidated with the Company, any Subsidiary Part 2.1(a)(ii) of the Company or any predecessor Entity Disclosure Schedule. Except for Cardiff Software Limited, none of the Company. Part 3.1(a)(i) of the Company Disclosure Schedule sets forth the name, jurisdiction of incorporation ’s Subsidiaries has any material assets or formation and authorized and outstanding capital of each Acquired Corporation and the jurisdictions liabilities or is engaged in which each Acquired Corporation is qualified to do businessany business or operations. None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. None of the Acquired Corporations is a general partner of, or is otherwise liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. The outstanding capital stock of each of the Acquired Corporations is free and clear of all Encumbrances and all material claims or charges of any kind, and is 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 Subsidiary. (b) Each of the Acquired Corporations Corporation is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation (which jurisdiction is identified opposite the name of such Acquired Corporation in Part 2.1(a)(i) of the Disclosure Schedule) and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted and is proposed to be conducted; (ii) to own and or use its assets in the manner in which its assets are currently owned and or used; and (iii) to perform its obligations under all material Contracts by which it is bound. (c) Each None of the Acquired Corporations is duly qualified or has been required to be qualified, authorized, registered or licensed to do business as a foreign corporationcorporation in any jurisdiction other than the jurisdictions identified in Part 2.1(c) of the Disclosure Schedule. The Acquired Corporations are in good standing as foreign corporations in each of the jurisdictions identified in Part 2.1(c) of the Disclosure Schedule. (d) Except as set forth in Part 2.1(d) of the Disclosure Schedule, none of the Acquired Corporations has conducted any business under any fictitious name, assumed name, trade name or other name in any jurisdiction, other than its current corporate name. (e) Except for the acquisitions listed in Part 2.1(e) of the Disclosure Schedule (the “Past Acquisitions”), none of the Acquired Corporations has ever effected the acquisition of all or a substantial portion of the securities, assets or business of any other Entity. Each of the Past Acquisitions was effected in compliance with all applicable Legal Requirements and Contracts, and is all Consents required to be obtained in good standing, under the laws connection with such Past Acquisitions were duly obtained. No Acquired Corporation has ever directly or indirectly sold or otherwise disposed of (i) all jurisdictions where the nature or a substantial portion of its business requires such qualification or license assets, or (ii) all or a substantial portion of the capital stock or other than in such jurisdictions where the failure to be so qualified or licensed would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporationssecurities of any Subsidiary.