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

Subsidiaries; Due Organization; Etc. (a) Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Neither the Company nor any of the Entities identified in Exhibit 21 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in said Exhibit 21 and the other Entities identified in Part 3.1(a) of the Company Disclosure Schedule. No Symyx Corporation 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 Symyx Corporations is a corporation duly organized, validly existing and in good standing (to the extent that the laws of the jurisdiction of its formation recognize the concept of good standing) under the laws of the jurisdiction of its incorporation 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 Symyx Corporations is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except for jurisdictions in which the failure to be so qualified, individually or in the aggregate, would not have a Company Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (a) Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Neither the Company nor any of the Entities identified in Exhibit 21 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in said Exhibit 21 and the other Entities identified in Part 3.1(a2.1(a) of the Company Disclosure Schedule. No Symyx Corporation 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 Symyx Corporations is a corporation duly organized, validly existing and in good standing (to the extent that the laws of the jurisdiction of its formation recognize the concept of good standing) under the laws of the jurisdiction of its incorporation 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 Symyx Corporations is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except for jurisdictions in which the failure to be so qualified, individually or in the aggregate, would not have a Company Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (a) Exhibit 21 21.1 to the CompanyParent’s Annual Report on Form 10-K for the fiscal year ended December March 31, 2009 identifies each Subsidiary of the Company Parent and indicates its jurisdiction of organization. Neither the Company Parent nor any of the Entities identified in Exhibit 21 21.1 of the CompanyParent’s Annual Report on Form 10-K for the fiscal year ended December March 31, 2009 owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in said Exhibit 21 21.1 and the other Entities identified in Part 3.1(a) of the Company Parent Disclosure Schedule. No Symyx Accelrys Corporation 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 Symyx Accelrys Corporations is a corporation duly organized, validly existing and in good standing (to the extent that the laws of the jurisdiction of its formation recognize the concept of good standing) under the laws of the jurisdiction of its incorporation 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 Symyx Accelrys Corporations is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except for jurisdictions in which the failure to be so qualified, individually or in the aggregate, would not have a Company Parent Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (a) Exhibit 21 to Part 2.1(a) of the Company’s Annual Report on Form 10-K for Disclosure Schedule contains an accurate and complete list, as of the fiscal year ended December 31date of this Agreement, 2009 identifies of the name and jurisdiction of organization of each Subsidiary of the Company and indicates its jurisdiction of organizationCompany. Neither the Company nor any of the Entities identified in Exhibit 21 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 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 said Exhibit 21 and the other Entities identified in Part 3.1(a) another Acquired Company. None of the Company Disclosure ScheduleAcquired 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). No Symyx Corporation 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 future investment in or capital contribution to any other Entity. (b) Each of the Symyx Corporations Acquired Companies is a corporation duly organized, validly existing and in good standing (to the extent in jurisdictions that the laws of the jurisdiction of its formation recognize the 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 Symyx Corporations Acquired Companies is qualified to do business as a foreign corporationentity, and is in good standing (in jurisdictions that 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 qualified, individually or in the aggregate, would not have a Company Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (a) Exhibit 21 to the Company’s Annual Report on Form 10-K The Company has no Subsidiaries, except for the fiscal year ended December 31, 2009 identifies each Subsidiary corporations identified in Part 2.1(a)(i) of the Company Disclosure Schedule; and indicates its jurisdiction of organization. Neither neither the Company nor any of the Entities other corporations identified in Exhibit 21 Part 2.1(a)(i) of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 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 said Exhibit 21 and the other Entities identified in Part 3.1(a2.1(a)(ii) of the Company Disclosure Schedule. No Symyx Corporation (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, 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. Except as set forth in Part 2.1(a)(iii) of the Company Disclosure Schedule, 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 Symyx Acquired Corporations is a corporation corporation, partnership or limited liability company duly incorporated or organized, validly existing and in good standing (to the extent that the laws of the jurisdiction of its formation recognize the concept of good standing) under the laws of the jurisdiction of its incorporation or organization and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (c) Each of the Symyx Acquired Corporations is duly licensed or qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except for jurisdictions in which the failure to be so qualified, individually or in the aggregate, would not have a Company Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (aA) Exhibit 21 to the Company’s Annual Report on Form 10-K The Company has no Subsidiaries, except for the fiscal year ended December 31, 2009 identifies each Subsidiary Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule; and indicates its jurisdiction of organization. Neither neither the Company nor any of the other Entities identified in Exhibit 21 Part 2.1(a)(i) of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in said Exhibit 21 and the other Entities identified in Part 3.1(a2.1(a)(ii) of the Company Disclosure Schedule. No Symyx Corporation 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, 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 Symyx Acquired Corporations is a corporation duly organized, validly existing and in good standing (to the extent that the laws of the jurisdiction of its formation recognize the concept of good standing) under the laws of the jurisdiction of its incorporation 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. (cC) Each of the Symyx Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except for jurisdictions in which the failure failures to be so qualifiedqualify which, individually or in the aggregate, would not have a Company Material Adverse Effect.