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

Subsidiaries; Due Organization; Etc. (a) Part 3.1(a) of the Parent Disclosure Schedule identifies each Subsidiary of Parent and indicates its jurisdiction of organization. Neither Parent nor any of the Entities identified in Part 3.1(a) of the Parent Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 3.1(a) of the Parent Disclosure Schedule. No Subsidiary of Parent 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. (b) Each of the Oclaro Corporations is a corporation or other Entity duly organized, validly existing and in good standing (or equivalent status) 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, except, in the case of clauses “(i)” through “(iii)” of this sentence, as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect. (c) Each of the Oclaro Corporations (in jurisdictions that recognize the following concepts) is qualified to do business as a foreign corporation or other foreign Entity, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except for jurisdictions in which the failure to be so qualified, individually or in the aggregate, would not have a Parent Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (a) Part 3.1(a) of the Parent Disclosure Schedule identifies each Subsidiary of Parent and indicates its jurisdiction of organization. Neither Parent nor any of the Entities identified in Part 3.1(a) of the Parent Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 3.1(a) of the Parent Disclosure Schedule. No Subsidiary of Parent 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. (b) Each of the Oclaro Corporations Parent Entities is a corporation corporation, or other Entity Entity, duly organized, validly existing and in good standing (or equivalent status) under the laws of the jurisdiction of its incorporation or formation and has all necessary corporate or similar 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, except, in the case of clauses “(i)” through and “(iiiii)” of this sentence, as would as, individually or in the aggregate, has not have had, and would not reasonably be expected to have or result in have, a Parent Material Adverse Effect. (c) Each of the Oclaro Corporations Parent Entities (in jurisdictions that recognize the following concepts) is qualified to do business as a foreign corporation or other foreign Entity, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except for jurisdictions in which the failure to be so qualified, individually or in the aggregate, has not had, and would not have reasonably be expected to have, a Parent Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (a) Part 3.1(a2.1(a) of the Parent Company Disclosure Schedule identifies each Subsidiary of Parent the Company and indicates its jurisdiction of organization. Neither Parent the Company nor any of the Entities identified in Part 3.1(a2.1(a) of the Parent Company Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 3.1(a2.1(a) of the Parent Company Disclosure Schedule. No Subsidiary of Parent the 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. (b) Each of the Oclaro Avanex Corporations is a corporation or other Entity duly organized, validly existing and in good standing (or equivalent statusto 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 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, except, in the case of clauses “(i)” ) through “(iii)” ) of this sentence, as would not have and would not reasonably be expected to have or result in a Parent Company Material Adverse Effect. (c) Each of the Oclaro Avanex Corporations (in jurisdictions that recognize the following concepts) is qualified to do business as a foreign corporation or other foreign Entitycorporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except for jurisdictions in which the failure to be so qualified, individually or in the aggregate, would not have a Parent Company Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (a) Part 3.1(a) of the Parent Disclosure Schedule identifies each Subsidiary of the Parent and indicates its jurisdiction of organization. Neither Parent nor any of the Entities identified in Part 3.1(a) of the Parent Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 3.1(a) of the Parent Disclosure Schedule. No Subsidiary of Parent 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. (b) Each of the Oclaro Bookham Corporations is a corporation or other Entity duly organized, validly existing and in good standing (or equivalent statusto 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 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, except, in the case of clauses “(i)” ) through “(iii)” ) of this sentence, as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect. (c) Each of the Oclaro Bookham Corporations (in jurisdictions that recognize the following concepts) is qualified to do business as a foreign corporation or other foreign Entitycorporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except for jurisdictions in which the failure to be so qualified, individually or in the aggregate, would not have a Parent Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (a) Part 3.1(a) Section 2.1 of the Parent Fox Disclosure Schedule identifies Letter identifies, as of the date hereof, each existing Entity that will be a Subsidiary of Newco and each Subsidiary of Parent a Direct Sales Entity, in each case as of immediately prior to the Distribution based on the Separation Plan as of the date hereof and indicates its jurisdiction of organization. Neither Parent nor any of the Entities identified in Part 3.1(a) of the Parent Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 3.1(a) of the Parent Disclosure Schedule. No Subsidiary of Parent 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. (b) Each Fox, each of the Oclaro Corporations A&S Companies and each of the Direct Sales Asset Sellers is (or, if formed after the date of this Agreement, shall be at the Effective Time) a corporation or other Entity business organization duly organizedorganized and validly existing. Each of the A&S Companies and each of the Direct Sales Asset Sellers is (or, validly existing and if formed after the date of this Agreement, shall be at the Effective Time) in good standing (or equivalent statusto 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 formation, and has (or, if formed after the date of this Agreement, shall have at the Effective Time) 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 material assets in the manner in which its such assets are currently owned and used; and (iii) to perform its obligations under all material Contracts by which it is bound, except, other than in the case of clauses “(i)” ) through “(iii)” of this sentence, ) as would not have and would not not, individually or in the aggregate, reasonably be expected to have or result in a Parent Newco Material Adverse Effect. (c) Each of the Oclaro Corporations A&S Companies and each of the Direct Sales Asset Sellers is (in jurisdictions that recognize or, if formed after the following conceptsdate of this Agreement, shall be at the Effective Time) is qualified to do business as a foreign corporation or other foreign Entitycorporation, and is (or, if formed after the date of this Agreement, shall be at the Effective Time) in good standing (to the extent that the laws of the applicable jurisdiction recognize the concept of good standing), under the laws of all jurisdictions where the nature of its business requires such qualification, except for jurisdictions in which the failure to be so qualifiedqualified or in good standing, individually or in the aggregate, would not reasonably be expected to have a Parent Newco Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (a) Part 3.1(a) of the Parent Disclosure Schedule identifies each Subsidiary of Parent and indicates its jurisdiction of organization. Neither Parent nor any of The Company has no Subsidiaries, except for the Entities identified in Part 3.1(a2.1(a) of the Parent Company Disclosure Schedule (the “Company Subsidiaries”); and neither the Company nor any of the other Entities identified in Part 2.1(a) of the Company Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 3.1(a2.1(a) of the Parent Company Disclosure Schedule. No Subsidiary of Parent The Company 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. The Company has not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (b) Each of the Oclaro Corporations Company and its Subsidiaries is a corporation or other Entity limited liability company, as applicable, duly organized, validly existing and in good standing (or equivalent status) 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, except, in the case of clauses “(i)” through “(iii)” of this sentence, as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect. (c) Each of the Oclaro Corporations (in jurisdictions that recognize the following concepts) Company and its Subsidiaries is qualified to do business as a foreign corporation or other foreign Entitylimited liability company, as applicable, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except for qualification other than in jurisdictions in which where the failure to be so qualified, qualified individually or in the aggregate, aggregate would not be reasonably expected to have a Parent Company Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (a) Parent has no Subsidiaries, except for Merger Sub and the Entities identified in Part 3.1(a) of the Parent Disclosure Schedule identifies each Schedule; and neither Parent nor any Subsidiary of Parent and indicates its jurisdiction of organization. Neither Parent nor any of the Entities identified in Part 3.1(a) of the Parent Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities Subsidiaries identified in Part 3.1(a) of the Parent Disclosure Schedule. No Subsidiary of Parent 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. Parent has not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (b) Each Parent, Merger Sub and each other Subsidiary of the Oclaro Corporations Parent is a corporation or other Entity duly organized, validly existing and in good standing (or equivalent statusto the extent such concepts are applicable) under the laws of the jurisdiction of its incorporation or formation and has all necessary power and authority: (i) authority to own, lease, license and use its properties and assets and 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, except, in the case of clauses “(i)” through “(iii)” of this sentence, as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect. (c) Each Parent, Merger Sub and each other Subsidiary of the Oclaro Corporations (in jurisdictions that recognize the following concepts) Parent is qualified to do business as a foreign corporation or other foreign Entitycorporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except for qualification other than in jurisdictions in which where the failure to be so qualified, qualified individually or in the aggregate, aggregate has not had and would not reasonably be expected to have a Parent Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (a) Part Section 3.1(a) of the Parent Ainge Disclosure Schedule identifies Letter identifies, as of the date hereof, each Entity that is a Subsidiary of Parent Ainge and indicates its jurisdiction of organization. Neither Parent nor any of the Entities identified in Part 3.1(a) of the Parent Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 3.1(a) of the Parent Disclosure Schedule. No Subsidiary of Parent 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. (b) Each of the Oclaro Corporations Ainge Companies is (or, if formed after the date of this Agreement, shall be at the Effective Time) a corporation or other Entity business organization duly organizedorganized and validly existing. Each of the Ainge Companies is (or, validly existing and if formed after the date of this Agreement, shall be at the Effective Time) in good standing (or equivalent statusto 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 formation, and has (or, if formed after the date of this Agreement, shall have at the Effective Time) 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 material assets in the manner in which its such assets are currently owned and used; and (iii) to perform its obligations under all material Contracts by which it is bound, except, other than in the case of clauses “(i)” ) through “(iii)” of this sentence, ) as would not have and would not not, individually or in the aggregate, reasonably be expected to have or result in a Parent an Ainge Material Adverse Effect. (c) Each of the Oclaro Corporations Ainge Companies is (in jurisdictions that recognize or, if formed after the following conceptsdate of this Agreement, shall be at the Effective Time) is qualified to do business as a foreign corporation or other foreign Entitycorporation, and is (or, if formed after the date of this Agreement, shall be at the Effective Time) in good standing (to the extent that the laws of the applicable jurisdiction recognize the concept of good standing), under the laws of all jurisdictions where the nature of its business requires such qualification, except for jurisdictions in which the failure to be so qualifiedqualified or in good standing, individually or in the aggregate, would not reasonably be expected to have a Parent an Ainge Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (a) Part 3.1(a) of the Parent Disclosure Schedule identifies each Subsidiary of Parent and indicates its jurisdiction of organization. Neither Parent nor any of TorreyPines has no Subsidiaries, except for the Entities identified in Part 3.1(a2.1(a) of the Parent TorreyPines Disclosure Schedule; and neither TorreyPines nor any of the other Entities identified in Part 2.1(a) of the TorreyPines Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 3.1(a2.1(a) of the Parent TorreyPines Disclosure Schedule. No Subsidiary of Parent TorreyPines 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. TorreyPines has not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (b) Each of TorreyPines and the Oclaro Corporations TorreyPines Subsidiaries is a corporation or other Entity duly organized, validly existing and in good standing (or equivalent status) 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, except, in the case of clauses “(i)” through “(iii)” of this sentence, as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect. (c) Each of TorreyPines and the Oclaro Corporations (in jurisdictions that recognize the following concepts) TorreyPines Subsidiaries is qualified to do business as a foreign corporation or other foreign Entitycorporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except for qualification other than in jurisdictions in which where the failure to be so qualified, qualified individually or in the aggregate, aggregate would not be reasonably expected to have a Parent TorreyPines Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (a) Part 3.1(a) of the Parent Disclosure Schedule identifies each Subsidiary of Parent CGI has no Subsidiaries except for Merger Sub, and indicates its jurisdiction of organization. Neither Parent nor any of the Entities identified in Part 3.1(a) of the Parent Disclosure Schedule owns CGI does not own any capital stock of, or any equity equity, ownership or profit interest of any nature in, in any other Entity, other than the Entities identified in Part 3.1(a) of the Parent Disclosure Schedule. No Subsidiary of Parent CGI 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. CGI has not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (b) Each of the Oclaro Corporations CGI and Merger Sub is a corporation or other Entity duly organized, validly existing and in good standing (or equivalent status) under the laws of the jurisdiction of its incorporation or formation and has all necessary power and authorityauthority to: (i) own, lease, license and use its properties and assets and 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, except, in the case of clauses “(i)” through “(iii)” of this sentence, as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect. (c) Each of the Oclaro Corporations (in jurisdictions that recognize the following concepts) CGI and Merger Sub is qualified to do business as a foreign corporation or other foreign Entitycorporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except for qualification other than in jurisdictions in which where the failure to be so qualified, qualified individually or in the aggregate, aggregate has not had and would not reasonably be expected to have a Parent CGI Material Adverse Effect. (d) Part 3.1(d) of the CGI Disclosure Schedule sets forth a complete and accurate list of (i) all jurisdictions in which CGI is qualified to do business, (ii) all jurisdictions in which CGI has an office, (iii) the directors of CGI, and (iv) the officers of CGI.

Subsidiaries; Due Organization; Etc. (a) Part 3.1(a) of the Parent NetScout Disclosure Schedule identifies Letter identifies, as of the date hereof, each Entity that is a Subsidiary of Parent NetScout and indicates its jurisdiction of organization. Neither Parent nor any of the Entities identified in Part 3.1(a) of the Parent Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 3.1(a) of the Parent Disclosure Schedule. No Subsidiary of Parent 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. (b) Each of the Oclaro Corporations NetScout Companies is (or, if formed after the date of this Agreement, shall be at the Effective Time) a corporation or other Entity business organization duly organized, validly existing and in good standing (or equivalent statusto 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 incorporation, and has (or, if formed after the date of this Agreement, shall have at the Effective Time) 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, except, other than in the case of clauses “(i)” ) through “(iii)” of this sentence, ) as would not have and would not not, either individually or in the aggregate, reasonably be expected to have or result in a Parent NetScout Material Adverse Effect. (c) Each of the Oclaro Corporations NetScout Companies is (in jurisdictions that recognize or, if formed after the following conceptsdate of this Agreement, shall be at the Effective Time) is qualified to do business as a foreign corporation or other foreign Entitycorporation, and is (or, if formed after the date of this Agreement, shall be at the Effective Time) in good standing (to the extent that the laws of the applicable jurisdiction recognize the concept of good standing), under the laws of all jurisdictions where the nature of its business requires such qualification, except for jurisdictions in which the failure to be so qualifiedqualified or in good standing, individually or in the aggregate, would not reasonably be expected to have a Parent NetScout Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (a) Part 3.1(a) of the Parent Disclosure Schedule identifies each Subsidiary of Parent and indicates its jurisdiction of organization. Neither Parent nor any of Forza has no Subsidiaries, except for the Entities identified in Part 3.1(a) of the Parent Forza Disclosure Schedule Schedule; and neither Forza nor any of the Forza Subsidiaries owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 3.1(a) of the Parent Disclosure ScheduleForza Subsidiaries. No Subsidiary of Parent Forza 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. Forza has not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (b) Each of Forza and the Oclaro Corporations Forza Subsidiaries is a corporation or other Entity limited liability company, as applicable, duly organized, validly existing and in good standing (or equivalent status) 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 material assets in the manner in which its such material assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound, except, in the case of clauses “(i)” through “(iii)” of this sentence, as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect. (c) Each of Forza, and the Oclaro Corporations (in jurisdictions that recognize the following concepts) Forza Subsidiaries is qualified to do business as a foreign corporation or other foreign Entitycompany, 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, except for qualification other than in jurisdictions in which where the failure to be so qualified, qualified individually or in the aggregate, aggregate would not be reasonably expected to have a Parent Forza Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (a) Part 3.1(a) of the Parent Disclosure Schedule identifies each Subsidiary of Parent Axonyx has no Subsidiaries, except for Merger Sub and indicates its jurisdiction of organization. Neither Parent nor any of the Entities identified in Part 3.1(a) of the Parent Axonyx Disclosure Schedule; and neither Axonyx nor any of the other Entities identified in Part 3.1(a) of the Axonyx Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than Merger Sub and the Entities identified in Part 3.1(a) of the Parent Axonyx Disclosure Schedule. No Subsidiary of Parent Axonyx 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. Axonyx has not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (b) Each of Axonyx and the Oclaro Corporations Axonyx Subsidiaries is a corporation or other Entity duly organized, validly existing and in good standing (or equivalent status) 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, except, in the case of clauses “(i)” through “(iii)” of this sentence, as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect. (c) Each of Axonyx and the Oclaro Corporations (in jurisdictions that recognize the following concepts) Axonyx Subsidiaries is qualified to do business as a foreign corporation or other foreign Entitycorporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except for qualification other than in jurisdictions in which where the failure to be so qualified, qualified individually or in the aggregate, aggregate would not be reasonably expected to have a Parent Axonyx Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (a) Part 3.1(a) of the Parent Disclosure Schedule identifies each Subsidiary of Parent and indicates its jurisdiction of organization. Neither Parent nor any of Other than Merger Sub, PTI has no Subsidiaries, except for the Entities identified in Part 3.1(a) of the Parent PTI Disclosure Schedule; and neither PTI nor any of the other Entities identified in Part 3.1(a) of the PTI Disclosure Schedule owns own any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 3.1(a) of the Parent PTI Disclosure Schedule. No Subsidiary of Parent PTI has agreed or not agreed, nor is obligated to make, or is make nor bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. PTI has not been, at any time, a general partner of, or otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (b) Each of PTI and the Oclaro Corporations PTI Subsidiaries is a corporation or other Entity duly organized, validly existing and in good standing (or equivalent status) 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, except, in the case of clauses “(i)” through “(iii)” of this sentence, as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect. (c) Each of PTI and the Oclaro Corporations (in jurisdictions that recognize the following concepts) PTI Subsidiaries is qualified to do business as a foreign corporation or other foreign Entitycorporation, 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, except for qualification other than in jurisdictions in which where the failure to be so qualified, qualified individually or in the aggregate, aggregate would not be reasonably expected to have a Parent PTI Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (a) Part 3.1(a2.1(a) of the Parent Xxxxxxx Disclosure Schedule identifies Letter identifies, as of the date hereof, each existing Entity that will be a Subsidiary of Parent Newco as of immediately prior to the Distribution based on the Plan of Reorganization as of the date hereof and indicates its jurisdiction of organization. Neither Parent nor any of the Entities identified in Part 3.1(a) of the Parent Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 3.1(a) of the Parent Disclosure Schedule. No Subsidiary of Parent 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. (b) Each of the Oclaro Corporations Communications Companies is (or, if formed after the date of this Agreement, shall be at the Effective Time) a corporation or other Entity business organization duly organized, validly existing and in good standing (or equivalent statusto 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 incorporation, and has (or, if formed after the date of this Agreement, shall have at the Effective Time) 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, except, other than in the case of clauses “(i)” ) through “(iii)” of this sentence, ) as would not have and would not not, either individually or in the aggregate, reasonably be expected to have or result in a Parent Newco Material Adverse Effect. (c) Each of the Oclaro Corporations Communications Companies is (in jurisdictions that recognize or, if formed after the following conceptsdate of this Agreement, shall be at the Effective Time) is qualified to do business as a foreign corporation or other foreign Entitycorporation, and is (or, if formed after the date of this Agreement, shall be at the Effective Time) in good standing (to the extent that the laws of the applicable jurisdiction recognize the concept of good standing), under the laws of all jurisdictions where the nature of its business requires such qualification, except for jurisdictions in which the failure to be so qualifiedqualified or in good standing, individually or in the aggregate, would not reasonably be expected to have a Parent Newco Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (a) Part Corautus has no Subsidiaries, except for Merger Sub and the Entities identified in Section 3.1(a) of the Parent Corautus Disclosure Schedule identifies each Subsidiary of Parent and indicates its jurisdiction of organizationSchedule. Neither Parent Corautus nor any of the other Entities identified in Part Section 3.1(a) of the Parent Corautus Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than Merger Sub and the Entities identified in Part Section 3.1(a) of the Parent Corautus Disclosure Schedule. No Subsidiary of Parent Corautus 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. Corautus has not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (b) Each of Corautus and the Oclaro Corporations Corautus Subsidiaries is a corporation or other Entity duly organizedincorporated, validly existing and in good standing (or equivalent status) 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, except, in the case of clauses “(i)” through “(iii)” of this sentence, as would not have and would not reasonably be expected to have or result in a Parent Material Adverse Effect. (c) Each of Corautus and the Oclaro Corporations (in jurisdictions that recognize the following concepts) Corautus Subsidiaries is qualified to do business as a foreign corporation or other foreign Entitycorporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except for qualification other than in jurisdictions in which where the failure to be so qualifiedqualified individually, individually or in the aggregate, would not be reasonably expected to have a Parent Corautus Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (a) Part 3.1(a) of the Parent RFMD Disclosure Schedule identifies each Subsidiary of Parent RFMD and indicates its jurisdiction of organization. Neither Parent RFMD nor any of the Entities identified in Part 3.1(a) of the Parent RFMD Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 3.1(a) of the Parent RFMD Disclosure Schedule. No Subsidiary of Parent RFMD 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. (b) Each of the Oclaro RFMD Corporations is a corporation (or other Entity Entity) duly organized, validly existing and in good standing (or equivalent status) 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, except, in the case of clauses “(i)” ) through “(iii)” ) of this sentence, as would not have and would not reasonably be expected to have or result in a Parent an RFMD Material Adverse Effect. (c) Each of the Oclaro RFMD Corporations (in jurisdictions that recognize the following concepts) is qualified to do business as a foreign corporation or other foreign Entity, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except for jurisdictions in which the failure to be so qualified, individually or in the aggregate, would not have a Parent an RFMD Material Adverse Effect.