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

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries except for the Company Subsidiaries; and neither the Company nor any of the Company 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 Disclosure Schedule. None of the Acquired Corporations has agreed or is obligated to make any future investment in or capital contribution to any other Entity. None of the Acquired Corporations has, 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 Acquired Corporations is duly organized, validly existing and in good standing (in jurisdictions that recognize that concept) under the laws of the jurisdiction of its incorporation 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 qualified to do business and is in good standing (in jurisdictions that recognize such concept) under the laws of all jurisdictions where the nature of its business requires such qualification, except where the failure to be so qualified could not reasonably be expected to result in a Company Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries Subsidiaries, except for the corporations identified in Part 3.1(a)(i) of the Company SubsidiariesDisclosure Schedule; and neither the Company nor any of the other corporations identified in Part 3.1(a)(i) of the Company Subsidiaries 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(a3.1(a)(ii) of the Company Disclosure Schedule. None of the Acquired Corporations has agreed or is obligated to make 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 has, at any timetime since July 1, 1999, or, to the best of the Company's knowledge, at any time prior to July 1, 1999, 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 Acquired Corporations is a corporation duly organized, validly existing and in good standing (in jurisdictions that recognize that concept) under the laws of the jurisdiction of its incorporation 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 qualified to do business as a foreign corporation, and is in good standing (in jurisdictions that recognize such concept) standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except where the failure to be so qualified could not reasonably be expected to result have such governmental approvals would not, either individually or in the aggregate, have a Company Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries except for the Company Subsidiaries; and neither the Company nor any of the Company Subsidiaries owns does not 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 Disclosure Schedule. None of the Acquired Corporations The Company has not agreed or nor is obligated to make make, 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 hasThe 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 Acquired Corporations The Company is a corporation duly organized, validly existing and in good standing (in jurisdictions that recognize that concept) under the laws of the jurisdiction of its incorporation 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 The Company is duly qualified and licensed to do business as a foreign corporation, and is in good standing (in jurisdictions that recognize such concept) standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except qualification other than in jurisdictions where the failure to be so qualified could individually or in the aggregate would not be reasonably be expected to result in have a Company Material Adverse Effect. (d) The Company has made available to the Acquiror true and correct copies of the minutes (or, in the case of minutes that have not yet been finalized, a brief summary of the meeting) of all meetings of stockholders, the Company Board of Directors and each committee of the Board of Directors since January 1, 2008.

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries except for the Company SubsidiariesSubsidiary; and neither the Company nor any of the Company Subsidiaries Subsidiary 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 Disclosure Schedule. None of the Acquired Corporations has agreed or is obligated to make any future investment in or capital contribution to any other Entity. None of the Acquired Corporations has, 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 Acquired Corporations is a corporation (x) duly organized, organized and validly existing in the jurisdiction of its incorporation, and (y) except where the failure to be in good standing (has not had or would not constitute a Company Material Adverse Effect, in jurisdictions that recognize that concept) good standing under the laws of the jurisdiction of its incorporation and (with respect to jurisdictions that recognize the concept of good standing). 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; (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; in each case, except, where the failure to have such power and authority has not had or would not constitute a Company Material Adverse Effect. (c) Each of the Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing (in jurisdictions that recognize such concept) standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except where the failure to be so duly qualified could has not reasonably be expected to result in had or would not constitute a Company Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries Subsidiaries, except for the Entities identified in Part 2.1(a) of the Company SubsidiariesDisclosure Schedule; and neither the Company nor any of the other Entities identified in Part 2.1(a) of the Company Subsidiaries Disclosure Schedule owns any capital stock or share capital 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 Company Disclosure Schedule. None of the Acquired Corporations The Company has not agreed or nor is obligated to make make, 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 hasThe 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 The Company and each Subsidiary of the Acquired Corporations Company is a company or corporation duly organized, validly existing and in good standing (in jurisdictions that recognize that conceptto the extent such concepts are applicable) under the laws of the jurisdiction of its incorporation 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. (c) Each The Company and each Subsidiary of the Acquired Corporations Company is qualified to do business as a foreign company or corporation, and is in good standing (in jurisdictions that recognize such concept) standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except qualification other than in jurisdictions where the failure to be so qualified could individually or in the aggregate has not had and would not reasonably be expected to result in have a Company Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (aA) The Company has no Subsidiaries Subsidiaries, except for the corporations identified in Part 2.1(a) (i) of the Company SubsidiariesDisclosure Schedule; and neither the Company nor any of the other corporations identified in Part 2.1(a) (i) of the Company Subsidiaries 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) (ii) of the Company Disclosure Schedule. (The Company and each of its Subsidiaries are referred to collectively in this Agreement as the "COMPANY ENTITIES.") None of the Acquired Corporations Company Entities has agreed or is obligated to make 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 Company Entities has, 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. (bB) Each of the Acquired Corporations Company Entities is a corporation duly organized, validly existing and in good standing (in jurisdictions that recognize that concept) under the laws of the jurisdiction of its incorporation and has all necessary 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. (cC) Each of the Acquired Corporations Company Entities is qualified to do business as a foreign corporation, and is in good standing (in jurisdictions that recognize such concept) standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except for those jurisdictions where the such failure to be so qualified could qualify would not reasonably be expected expected, individually or in the aggregate, to result in have a Company Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (a) The Company Pivot has no Subsidiaries Subsidiaries, except for the Company SubsidiariesMerger Sub; and neither the Company nor any of the Company Subsidiaries Pivot does not 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 Disclosure ScheduleMerger Sub. None of the Acquired Corporations Pivot has not agreed or nor is obligated to make make, 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 hasPivot 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 Acquired Corporations Pivot and Merger Sub is a corporation duly organized, validly existing and in good standing (in jurisdictions that recognize that concept) under the laws of the jurisdiction of its incorporation 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 Pivot and Merger Sub is qualified to do business as a foreign corporation, and is in good standing (in jurisdictions that recognize such concept) standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except qualification other than in jurisdictions where the failure to be so qualified could individually or in the aggregate would not be reasonably be expected to result in have a Company Pivot Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries except for Subsidiaries, and the Company Subsidiaries; and neither the Company nor any of the Company Subsidiaries owns does not 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) 3.1 of the Company Disclosure ScheduleSchedule (except where such ownership has not resulted in the imposition on or incurrence by the Company, and could not reasonably be expected to result in the imposition on or incurrence by the Company, Parent, the Surviving Corporation or any other Subsidiary of Parent, of any Accrued Liability or Potential Liability). None of the Acquired Corporations The Company has not agreed or and is not obligated to make make, and is not 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 has, at any time, been a general partner of, or has otherwise been The Company is not liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (b) Each of the Acquired Corporations The Company is a corporation duly organized, validly existing and in good standing (in jurisdictions that recognize that concept) under the laws of the jurisdiction State of its incorporation 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) Each of the Acquired Corporations The Company is qualified to do business as a foreign corporation, and is in good standing (in jurisdictions that recognize such concept) standing, under the laws of all jurisdictions where the nature of its business 14. requires such qualification, qualification except where the failure to be so qualified has not resulted in the imposition on or incurrence by the Company, and could not reasonably be expected to result in a Company Material Adverse Effectthe imposition on or incurrence by the Company, Parent, the Surviving Corporation or any other Subsidiary of Parent, of any Accrued Liability or Potential Liability.

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries Subsidiaries, except for the corporations identified in Part 2.1(a)(i) of the Company SubsidiariesDisclosure Schedule; and neither the Company nor any of the other corporations identified in Part 2.1(a)(i) of the Company Subsidiaries Disclosure Schedule owns any shares in the 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)(ii) of the Company Disclosure Schedule. The Company and each of its Subsidiaries are referred to collectively in the Agreement as the “Acquired Corporations”. None of the Acquired Corporations has agreed or is obligated to make 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 has, 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 Acquired Corporations is duly organized, validly existing and in good standing (in jurisdictions that recognize that concept) under the laws of the jurisdiction of its incorporation 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 qualified to do business business, and is in good standing (in jurisdictions that recognize such concept) standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except where the failure to be so qualified could would individually or in the aggregate not reasonably be expected to result in have a Company Material Adverse EffectEffect on the Acquired Corporations.

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries Subsidiaries, except for the corporations identified in Part 2.1(a)(i) of the Company SubsidiariesDisclosure Schedule; and neither the Company nor any of the Entities identified in Part 2.1(a)(i) of the Company Subsidiaries 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)(ii) of the Company Disclosure Schedule. (The Company and each of its Subsidiaries are referred to collectively in this Agreement as the "Acquired Corporations.") None of the Acquired Corporations has agreed or is obligated to make 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 has, 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 Acquired Corporations is a corporation duly organized, validly existing and in good standing (in jurisdictions that recognize that concept) under the laws of the jurisdiction of its incorporation 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 qualified to do business and is in good standing (in jurisdictions that recognize such concept) as a foreign corporation or other Entity, under the laws of all jurisdictions where the nature of its business requires such qualification, except where the failure to be so qualified could qualify would not reasonably be expected to result in have a Company Material Adverse EffectEffect on the Acquired Corporations.

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries except for Part 2.1(a) of the Company Subsidiaries; Disclosure Schedule contains an accurate and neither complete list, as of the date of this Agreement, of the name and jurisdiction of organization of each Subsidiary of the Company. Neither the Company nor any of the Company Subsidiaries other Acquired Companies 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 Disclosure Scheduleanother Acquired Company. None of the Acquired Corporations Companies has at any time been 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 (other than another Acquired Company). None of the Acquired Companies has agreed or is obligated to make 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 has, 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 Acquired Corporations Companies is duly organized, validly existing and in good standing (in jurisdictions that recognize that conceptthe concept of good standing) under the laws of the jurisdiction of its incorporation 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) Each . Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each of the Acquired Corporations Companies is qualified to do business as a foreign entity, and is in good standing (in jurisdictions that recognize such concept) the concept of good standing), under the laws of all jurisdictions where the nature of its business requires such qualification, except where the failure to be so qualified could not reasonably be expected to result in a Company Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries Subsidiaries, except for the Company Subsidiariescorporations identified in Part 2.1(a)(i) of the Disclosure Schedule; and neither the Company nor any of the Company Subsidiaries such corporations 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 Disclosure Schedule. None of the Acquired Corporations has agreed or is obligated to make 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 has, 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 Acquired Corporations is a corporation duly organized, validly existing and in good standing (in jurisdictions that recognize that concept) under the laws of the jurisdiction of its incorporation (which jurisdiction is set forth in Part 2.1(b) 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; (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 qualified required to be qualified, authorized, registered or licensed to do business and is as a foreign corporation in good standing (any jurisdiction other than the jurisdictions identified in jurisdictions that recognize such conceptPart 2.1(c) under of the laws of all jurisdictions where the nature of its business requires such qualificationDisclosure Schedule, except where the failure to be so qualified could not reasonably be expected to result in a Company Material Adverse Effect.be

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries Subsidiaries, except for the corporations identified in Part 2.1(a) (i) of the Company SubsidiariesDisclosure Schedule; and neither the Company nor any of the other corporations identified in Part 2.1(a) (i) of the Company Subsidiaries 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) (ii) of the Company Disclosure Schedule. (The Company and each of its Subsidiaries are referred to collectively in this Agreement as the "Company Entities.") None of the Acquired Corporations Company Entities has agreed or is obligated to make 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 Company Entities has, 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 Acquired Corporations Company Entities is a corporation duly organized, validly existing and in good standing (in jurisdictions that recognize that concept) under the laws of the jurisdiction of its incorporation and has all necessary 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 the Acquired Corporations Company Entities is qualified to do business as a foreign corporation, and is in good standing (in jurisdictions that recognize such concept) standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except for those jurisdictions where the such failure to be so qualified could qualify would not reasonably be expected expected, individually or in the aggregate, to result in have a Company Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries except for Part 3.1(a) of the Company Subsidiaries; Disclosure Schedule identifies each Subsidiary of the Company and neither indicates its jurisdiction of organization. Neither the Company nor any of the Company its Subsidiaries owns any capital stock of, or any equity interest of, or any equity interest of any nature in, in either (i) the Company or (ii) any other Entity, Entity other than the Entities identified in Part 3.1(a) of the Company Disclosure Schedule. None of the Acquired Corporations has agreed or is obligated to make 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 has, 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 Acquired Corporations The Company is an Entity duly organized, validly existing and in good standing (in jurisdictions that recognize that concept) under the laws of the jurisdiction of its incorporation 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. Each Subsidiary is an Entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, except where the failure to be so organized, validly existing or in good standing does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) Each of the Acquired Corporations is qualified or licensed to do business as a foreign Entity, and is in good standing (standing, in jurisdictions that recognize such concept) under the laws of all jurisdictions each jurisdiction where the nature of its business requires such qualificationqualification or licensing, except where the failure to be so qualified could qualified, licensed or in good standing does not have, and would not reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries Subsidiaries, except for the Entities identified in Part 2.1(a) of the 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 Subsidiaries 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 Company Disclosure Schedule. None of the Acquired Corporations The Company has not agreed or nor is obligated to make make, 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 hasThe 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 Acquired Corporations Company and its Subsidiaries is a corporation or limited liability company, as applicable, duly organized, validly existing and in good standing (in jurisdictions that recognize that concept) under the laws of the jurisdiction of its incorporation 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 Company and its Subsidiaries is qualified to do business as a foreign corporation or limited liability company, as applicable, and is in good standing (in jurisdictions that recognize such concept) standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except qualification other than in jurisdictions where the failure to be so qualified could individually or in the aggregate would not be reasonably be expected to result in have a Company Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries Subsidiaries, except for the corporations identified in Part 3.1(a)(i) of the Company SubsidiariesDisclosure Schedule; and neither the Company nor any of the other corporations identified in Part 3.1(a)(i) of the Company Subsidiaries 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(a3.1(a)(ii) of the Company Disclosure Schedule. None of the Acquired Corporations has agreed or is obligated to make 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 has, at any timetime since July 1, 1999, or, to the best of the Company's knowledge, at any time prior to July 1, 1999, 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 Acquired Corporations is a corporation duly organized, validly existing and in good standing (in jurisdictions that recognize that concept) under the laws of the jurisdiction of its incorporation 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 qualified to do business as a foreign corporation, and is in good standing (in jurisdictions that recognize such concept) standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except where the failure to be so qualified could not reasonably be expected to result have such governmental approvals would not, either individually or in the aggregate, have a Company Material Adverse Effect.