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

Subsidiaries; Due Organization; Etc. (A) The Company has no Subsidiaries, except for the corporations identified in Part 2.1(a) (i) of the Company Disclosure Schedule; and neither the Company nor any of the other corporations identified in Part 2.1(a) (i) 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 2.1(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 Company 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 of the Company Entities has, at any time, been a general partner of, or has otherwise been liable for any of the debts or obligations of, any general partnership, limited partnership or other Entity.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Med-Design Corp)

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Subsidiaries; Due Organization; Etc. (Aa) The Company has no Subsidiaries, except for the corporations identified in Part 2.1(a) (i2.1(a)(i) of the Company Disclosure Schedule; and neither the Company nor any of the other corporations identified in Part 2.1(a) (i2.1(a)(i) of the Company Disclosure Schedule owns any capital stock of, or any other equity interest of any nature in, any other Entity, other than the Entities identified in Part 2.1(a) (ii2.1(a)(ii) of the Company Disclosure Schedule. (The Company and each Except for Cardiff Software Limited, none of its the Company’s Subsidiaries are referred to collectively has any material assets or liabilities or is engaged in this Agreement as the "COMPANY ENTITIES.") any business or operations. None of the Company Entities 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 Company Entities has, at any time, been Acquired Corporations is a general partner of, or has is otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Verity Inc \De\)

Subsidiaries; Due Organization; Etc. (Aa) The Company has no Subsidiaries, except for the corporations Entities identified in Part 2.1(a) (i2.1(a)(i) of the Company Disclosure Schedule; and neither the Company nor any of the other corporations Entities identified in Part 2.1(a) (i2.1(a)(i) 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 2.1(a) (ii2.1(a)(ii) of the Company Disclosure Schedule. (The Company and each of its Subsidiaries are referred to collectively Except as set forth in this Agreement as the "COMPANY ENTITIES."Part 2.1(a)(iii) None of the Company Entities Disclosure Schedule, none of the Acquired Corporations has agreed 6. 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 Company Entities 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rae Systems Inc)

Subsidiaries; Due Organization; Etc. (Aa) The Company has no Subsidiaries, except for the corporations identified in Part 2.1(a) (i2.1(a)(i) of the Company Disclosure Schedule; and neither the Company nor any of the other corporations Entities identified in Part 2.1(a) (i2.1(a)(i) 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 2.1(a) (ii2.1(a)(ii) of the Company Disclosure Schedule. (The Company and each of its Subsidiaries are referred to collectively in this Agreement as the "COMPANY ENTITIESAcquired Corporations.") None of the Company Entities 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 Company Entities Acquired Corporations has, at any time, been a general partner of, or has otherwise been liable for any of the debts or obligations of, any general partnership, limited partnership or other Entity.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Prime Response Inc/De)

Subsidiaries; Due Organization; Etc. (Aa) The Company has no Subsidiaries, except for the corporations identified in Part 2.1(a) (i2.1(a)(i) of the Company Disclosure Schedule; and neither the Company nor any of the other corporations identified in Part 2.1(a) (i2.1(a)(i) of the Company 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 2.1(a) (ii2.1(a)(ii) of the Company Disclosure Schedule. (The Company and each of its Subsidiaries are referred to collectively in this Agreement as the "COMPANY ENTITIESAcquired Corporations.") None of the Company Entities 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 Company Entities 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.

Appears in 1 contract

Samples: Arrangement Agreement (Siebel Systems Inc)

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Subsidiaries; Due Organization; Etc. (Aa) The Company has no Subsidiaries, except for the corporations identified in Part 2.1(a) (i) of the Company Disclosure Schedule; and neither the Company nor any of the other corporations identified in Part 2.1(a) (i) 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 2.1(a) (ii) of the Company Disclosure Schedule. (The Company and each of its Subsidiaries are referred to collectively in this Agreement as the "COMPANY ENTITIESAcquired Corporations.") None of the Company Entities 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 Company Entities Acquired Corporations has, at any time, been a general partner of, or has otherwise been liable for any of the debts or obligations of, any general partnership, limited partnership or other Entity.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Quokka Sports Inc)

Subsidiaries; Due Organization; Etc. (Aa) The Company has no Subsidiaries, except for the corporations identified in Part 2.1(a) (i2.1(a)(i) of the Company Disclosure Schedule; and neither the Company nor any of the other corporations identified in Part 2.1(a) (i2.1(a)(i) of the Company 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 2.1(a) (ii2.1(a)(ii) of the Company Disclosure Schedule. (The Company and each of its Subsidiaries are referred to collectively in this the Agreement as the "COMPANY ENTITIES.") “Acquired Corporations”. None of the Company Entities 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 Company Entities 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.

Appears in 1 contract

Samples: Arrangement Agreement (Counterpath Solutions, Inc.)

Subsidiaries; Due Organization; Etc. (Aa) The Company has no Subsidiaries, except for the corporations identified in Part 2.1(a) (i) of the Company Disclosure Schedule; and neither the Company nor any of the other corporations identified in Part 2.1(a) (i) 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 2.1(a) (ii) of the Company Disclosure Schedule. (The Company and each of its Subsidiaries are referred to collectively in this Agreement as the "COMPANY ENTITIESCompany Entities.") None of the Company 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 of the Company Entities has, at any time, been a general partner of, or has otherwise been liable for any of the debts or obligations of, any general partnership, limited partnership or other Entity.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Specialized Health Products International Inc)

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