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

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries, except for Avid Corporation, a Pennsylvania corporation ("Avid"), and Triangle Pharma, Limited, a company organized under the laws of England and Wales ("Triangle Pharma"); and neither the Company nor either of its Subsidiaries owns any capital stock of, or any equity interest of any nature in, any other Entity, other than capital stock of Avid and Triangle Pharma and the capital stock and equity interests held by the Company for passive investment in connection with the management of working capital as reflected in the notes to the Unaudited Interim Balance Sheet. (The Company and 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, 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 since January 1, 2000, been a general partner of any general partnership or limited partnership. (b) Each of the Acquired Corporations is a corporation duly organized, validly existing and in good standing (to the extent such concept is recognized) 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 is qualified or registered to do business as a foreign corporation, and is in good standing (to the extent such concept is recognized), under the laws of all jurisdictions where the nature of its business requires such qualification or registration and where the potential consequences of failing to be so qualified or registered are materially adverse to such Acquired Corporation.

Subsidiaries; Due Organization; Etc. (a) The Part 2.1(a) of the Company has no SubsidiariesDisclosure Schedule contains an accurate and complete list, except for Avid Corporationas of the date of this Agreement, a Pennsylvania corporation ("Avid"), of the name and Triangle Pharma, Limited, a company organized under jurisdiction of organization of each Subsidiary of the laws of England and Wales ("Triangle Pharma"); and neither Company. Neither the Company nor either any of its Subsidiaries the other Acquired Companies owns any capital stock of, or any equity interest of any nature in, any other Entity, other than capital stock (i) another Acquired Company or (ii) equity securities of Avid and Triangle Pharma and the capital stock and equity interests held by the Company publicly-traded Entities acquired for cash management or passive investment in connection with the management of working capital as reflected purposes in the notes to the Unaudited Interim Balance Sheetordinary course of business. (The Company and its Subsidiaries are referred to collectively in this Agreement as the "Acquired Corporations.") None of the Acquired Corporations has agreed or Companies 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 has, at any time since January 1, 2000, been a general partner of any general partnership or limited partnership. (b) Each of the Acquired Corporations Companies is a corporation duly organized, validly existing and in good standing (to in jurisdictions that recognize the extent such concept is recognizedof good standing) under the laws of the jurisdiction of its incorporation organization 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) , except, in each case, as would not reasonably be expected to have a Material Adverse Effect on the Company. Each of the Acquired Corporations Companies is qualified or registered to do business as a foreign corporation, entity and is in good standing (to in jurisdictions that recognize the extent such concept is recognizedof good standing), under the laws of all jurisdictions where the character of its properties and assets owned or leased or the nature of its business requires activities make such qualification or registration and necessary, except where the potential consequences of failing failure to be so qualified or registered are materially adverse in good standing would not reasonably be expected to such Acquired Corporationhave a Material Adverse Effect on the Company.

Subsidiaries; Due Organization; Etc. (a) The Part 2.1(a) of the Company has no SubsidiariesDisclosure Schedule contains an accurate and complete list, except for Avid Corporationas of the date of this Agreement, a Pennsylvania corporation ("Avid"), of the name and Triangle Pharma, Limited, a company organized under jurisdiction of organization of each Subsidiary of the laws of England and Wales ("Triangle Pharma"); and neither Company. Neither the Company nor either any of its Subsidiaries the other Inphi Entities owns any capital stock of, or any equity interest of any nature in, any other Entity, other than capital stock of Avid and Triangle Pharma and the capital stock and equity interests held by the Company for passive investment in connection with the management of working capital as reflected in the notes to the Unaudited Interim Balance Sheetanother Inphi Entity. (The Company and its Subsidiaries are referred to collectively in this Agreement as the "Acquired Corporations.") None of the Acquired Corporations Inphi Entities 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. None of the Inphi Entities 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 for the Subsidiaries of the Acquired Corporations hasCompany, at and except for immaterial equity interests held as passive investments, the Company does not directly or indirectly own any time since January 1material equity or similar material interest in, 2000or any material interest convertible into or exchangeable or exercisable for, been a general partner of any general partnership material equity or limited partnershipsimilar material interest in, any other Entity. (b) Each of the Acquired Corporations Inphi Entities is a corporation duly organized, validly existing and in good standing (to in jurisdictions that recognize the extent such concept is recognizedof good standing) under the laws of the jurisdiction of its incorporation organization and has all necessary corporate corporate, limited liability company or other 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) , except where the failure to be in good standing would not, individually or in the aggregate, reasonably be expected to be material to the Inphi Entities, taken as a whole. Each of the Acquired Corporations Inphi Entities is qualified or registered to do business as a foreign corporation, entity and is in good standing (to in jurisdictions that recognize the extent such concept is recognizedof good standing), under the laws of all jurisdictions where the nature of its business requires such qualification or registration and qualification, except where the potential consequences of failing failure to be so duly qualified or registered are materially adverse in good standing would not, individually or in the aggregate, reasonably be expected to such Acquired Corporationhave or result in a Material Adverse Effect on the Company.

Subsidiaries; Due Organization; Etc. (a) The Part 2.1(a) of the Company has no SubsidiariesDisclosure Schedule contains an accurate and complete list, except for Avid Corporationas of the date of this Agreement, a Pennsylvania corporation ("Avid"), of the name and Triangle Pharma, Limited, a company organized under jurisdiction of organization of each Subsidiary of the laws of England and Wales ("Triangle Pharma"); and neither Company. Neither the Company nor either any of its Subsidiaries the other Acquired Companies owns any capital stock of, or any equity interest of any nature in, any other Entity, Entity other than capital stock another Acquired Company or equity securities of Avid and Triangle Pharma and the capital stock and equity interests held by the Company publicly traded Entities acquired for cash management or passive investment in connection with the management of working capital as reflected purposes in the notes to the Unaudited Interim Balance Sheetordinary course of business. (The Company and its Subsidiaries are referred to collectively in this Agreement as the "Acquired Corporations.") None of the Acquired Corporations has agreed or Companies 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 Entity except to any other Acquired Corporations has, at any time since January 1, 2000, been a general partner of any general partnership or limited partnershipCompany. (b) Each of the Acquired Corporations Companies is a corporation duly organized, validly existing and in good standing (to in jurisdictions that recognize the extent such concept is recognizedof good standing) under the laws of the jurisdiction of its incorporation organization and has all necessary requisite 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) , except, in each case, as would not reasonably be expected to perform its obligations under all Contracts by which it is bound. (c) have a Material Adverse Effect on the Company. Each of the Acquired Corporations Companies is qualified or registered to do business as a foreign corporation, entity and is in good standing (to in jurisdictions that recognize the extent such concept is recognizedof good standing), under the laws of all jurisdictions where the character of its properties and assets owned or leased or the nature of its business requires activities make such qualification or registration and necessary, except where the potential consequences of failing failure to be so qualified or registered are materially adverse in good standing would not reasonably be expected to such Acquired Corporationhave a Material Adverse Effect on the Company.

Subsidiaries; Due Organization; Etc. (a) The Exhibit 21.1 of the Company’s Annual Report on Form 10-K for the year ended October 1, 2010 identifies each Subsidiary of the Company has no Subsidiaries, except for Avid Corporation, a Pennsylvania corporation ("Avid"), and Triangle Pharma, Limited, a company organized under the laws indicates its jurisdiction of England and Wales ("Triangle Pharma"); and neither organization. Neither the Company nor either any of its Subsidiaries the other Entities identified in Exhibit 21.1 of the Company’s Annual Report on Form 10-K for the year ended October 1, 2010 owns any capital stock of, or any equity interest of any nature in, any other Entity, other than capital stock of Avid and Triangle Pharma and the capital stock and equity interests held by the Company for passive investment in connection with the management of working capital as reflected in the notes to the Unaudited Interim Balance Sheet. (The Company and its Subsidiaries are referred to collectively in this Agreement as the "Acquired Corporations.") None of the Acquired Corporations has agreed to make or is obligated to make, or is bound by any Contract under which it may become obligated to make, any material future investment in or material capital contribution to any other Entity. None of the Acquired Corporations has, at any time since January 1, 2000, been a general partner of any general partnership or limited partnership. (b) Each of the Acquired Corporations is a corporation corporation, partnership, limited liability company, trust or other organization that is duly incorporated or organized, validly existing and in good standing (to in jurisdictions that recognize the extent such concept is recognizedof good standing) under the laws of the jurisdiction of its incorporation or organization, except where the failure to be so duly incorporated or organized, validly existing or in good standing would not have (and would not reasonably be expected to have), individually or in the aggregate, a Material Adverse Effect. Each of the Acquired Corporations has all necessary corporate the requisite corporate, limited partnership, limited liability company or similar 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 where the failure to have such requisite power and authority would not have (c) and would not reasonably be expected to have), individually or in the aggregate, a Material Adverse Effect. Each of the Acquired Corporations is qualified or registered to do business as a foreign corporation, and is in good standing (to in jurisdictions that recognize the extent such concept is recognizedof good standing), under the laws of all jurisdictions where the nature of its business requires such qualification or registration and where qualification, except for jurisdictions in which the potential consequences of failing failure to be so qualified qualified, or registered are materially adverse in good standing would not have (and would not reasonably be expected to such Acquired Corporationhave), individually or in the aggregate, a Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (a) The Company has no SubsidiariesPart 2.1(a) of the Disclosure Schedule contains an accurate and complete list, except for Avid Corporationas of the date of this Agreement, a Pennsylvania corporation ("Avid"), of the name and Triangle Pharma, Limited, a company organized under jurisdiction of organization of each Subsidiary of the laws of England and Wales ("Triangle Pharma"); and neither Company. Neither the Company nor either any of its Subsidiaries the other Acquired Companies owns any capital stock of, or any equity interest of any nature in, any other Entity, other than capital stock of Avid and Triangle Pharma and the capital stock and equity interests held by the Company for passive investment in connection with the management of working capital as reflected in the notes to the Unaudited Interim Balance Sheetanother Acquired Company. (The Company and its Subsidiaries are referred to collectively in this Agreement as the "Acquired Corporations.") None of the Acquired Corporations Companies is, or has at any time since January 1, 2019, been a general partner of any other Entity. None of the Acquired Companies has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any material future investment in or capital contribution to any other Entity. None of the Acquired Corporations has, at any time since January 1, 2000, been a general partner of any general partnership or limited partnership. (b) Each of the Acquired Corporations Companies is a corporation duly organized, validly existing and in good standing (to in jurisdictions that recognize the extent such concept is recognizedof good standing) under the laws of the jurisdiction of its incorporation organization 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) , except, in each case, where the failure to be so duly organized, validly existing or in good standing or to have such power and authority would not individually or in the aggregate, reasonably be expected to have or result in a Material Adverse Effect. Each of the Acquired Corporations Companies is qualified or registered to do business as a foreign corporationentity, and is in good standing (to in jurisdictions that recognize the extent such concept is recognizedof good standing), under the laws of all jurisdictions where the nature of its business requires such qualification or registration and qualification, except where the potential consequences of failing failure to be so duly qualified or registered are materially adverse in good standing would not individually or in the aggregate, reasonably be expected to such Acquired Corporationhave or result in a Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (a) The Company has no SubsidiariesPart 2.1(a) of the Disclosure Schedule contains an accurate and complete list, except for Avid Corporationas of the date of this Agreement, a Pennsylvania corporation ("Avid"), of the name and Triangle Pharma, Limited, a company organized under jurisdiction of organization of each Subsidiary of the laws of England and Wales ("Triangle Pharma"); and neither Company. Neither the Company nor either any of its Subsidiaries the other Acquired Companies owns any capital stock of, or any equity interest of any nature in, any other Entity, other than capital stock (i) equity interests of Avid another Acquired Company and Triangle Pharma and the capital stock and (ii) equity interests held by as passive investments as part of the Company for passive investment Company’s cash management programs purchased in connection accordance with the Company’s cash management of working capital as reflected in the notes to the Unaudited Interim Balance Sheetpolicy. (The Company and its Subsidiaries are referred to collectively in this Agreement as the "Acquired Corporations.") 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. None of the Acquired Companies has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any material future investment in or capital contribution to any other Entity. None of the Acquired Corporations has, at any time since January 1, 2000, been a general partner of any general partnership or limited partnership. (b) Each of the Acquired Corporations Companies is a corporation duly organized, validly existing and in good standing (to in jurisdictions that recognize the extent such concept is recognizedof good standing) under the laws of the jurisdiction of its incorporation organization and has all necessary corporate power and authority: : (i) to conduct its business in the manner in which its business is currently being conducted; conducted and (ii) to own and use its assets in the manner in which its assets are currently owned and used; , except where the failure to be so duly organized, validly existing or in good standing or to have such power and (iii) authority would not, individually or in the aggregate, reasonably be expected to perform its obligations under all Contracts by which it is bound. (c) have or result in a Material Adverse Effect. Each of the Acquired Corporations Companies is qualified or registered to do business as a foreign corporationentity, and is in good standing (to in jurisdictions that recognize the extent such concept is recognizedof good standing), under the laws of all jurisdictions where the nature of its business requires such qualification or registration and qualification, except where the potential consequences of failing failure to be so duly qualified or registered are materially adverse in good standing would not, individually or in the aggregate, reasonably be expected to such Acquired Corporationhave or result in a Material Adverse Effect.