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

Subsidiaries; Due Organization; Etc. (a) The Company does not have any Subsidiaries and it does not own any capital stock of, or any equity interest of any nature in, any other Entity. The Company has not agreed to, nor is it obligated to make, or bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. (b) The Company is a corporation duly organized, validly existing and is in good standing under the laws of the State of Delaware 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) The Company 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, except as would not have and would not reasonably be expected to have or result in a Company Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (a) The Part 3.1(a) of the Company does not have Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. None of the Acquired Corporations owns any Subsidiaries and it does not own any shares of capital stock of, or any equity interest other securities of any nature inEntity, any other Entitythan the Entities identified in Part 3.1(a) of the Company Disclosure Schedule. The Company None of the Acquired Corporations has not agreed to, nor or is it 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. (b) The Company Each of the Acquired Corporations is a corporation an Entity duly organized, validly existing and is in good standing under the laws of the State jurisdiction of Delaware its organization 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) The Company Each of the Acquired Corporations is qualified or licensed to do business as a foreign corporationEntity, and is in good standing, under the laws of all jurisdictions in each jurisdiction where the nature of its business requires such qualificationqualification or licensing, except as would where the failure to be so qualified, licensed or in good standing, individually or in the aggregate, has not have had and would not reasonably be expected to have or result in a Company Material Adverse Effect.