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

Subsidiaries; Due Organization; Etc. (a) Part 2.1(a) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Neither the Company nor any of the 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 2.1(a) of the Company Disclosure Schedule. 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. (b) Each of the Acquired Corporations is a corporation duly organized, validly existing and, in jurisdictions that recognize the concept, is in 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 Acquired Corporations (in jurisdictions that recognize the following concepts) 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 as would not have and would not reasonably be expected to have or result in a Company Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (a) Part 2.1(a) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Neither the Company nor any of the 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 2.1(a) of the Company Disclosure Schedule. None No Subsidiary of the Acquired Corporations 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 Acquired Corporations Company Entities is a corporation (or other Entity) duly organized, validly existing and, in jurisdictions that recognize the concept, is 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. (c) Each of the Acquired Corporations Company Entities (in jurisdictions that recognize the following concepts) is qualified to do business as a foreign corporationcorporation 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 as for jurisdictions in which the failure to be so qualified, individually or in the aggregate, would not have and would not reasonably be expected to have or result in a Company Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (a) Part 2.1(a) of The Company has no Subsidiaries except for the Company Disclosure Schedule identifies each Subsidiary of the Company Subsidiary; and indicates its jurisdiction of organization. Neither neither the Company nor any of the Entities identified in Part 2.1(a) of the Company Disclosure Schedule Subsidiary 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(a3.1(a) of the Company Disclosure Schedule. 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. (b) Each of the Acquired Corporations is a corporation (x) duly organized, organized and validly existing andin the jurisdiction of its incorporation, and (y) except where the failure to be in jurisdictions that recognize the conceptgood standing has not had or would not constitute a Company Material Adverse Effect, is in 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 (in jurisdictions that recognize the following concepts) 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 as where the failure to be so duly qualified has not had or would not have and would not reasonably be expected to have or result in constitute a Company Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries, except for the corporation identified in Part 2.1(a2.1(a)(i) of the Company Disclosure Schedule identifies each Subsidiary of the Company Schedule; and indicates its jurisdiction of organization. Neither neither the Company nor any of the Entities other corporation identified in Part 2.1(a2.1(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(a2.1(a)(ii) of the Company Disclosure Schedule. (The Company and its Subsidiary 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, make any future investment in or capital contribution to any other Entity. (b) Each of the Acquired Corporations is a corporation duly organized, validly existing and, in jurisdictions that recognize the concept, is and in 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 Acquired Corporations (in jurisdictions that recognize the following concepts) 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 as would not have and would not where the failure to be so qualified or in such good standing is not, when taken together with all such other failures, reasonably be expected likely to have or result in a Company Material Adverse EffectEffect on the Acquired Corporations.

Subsidiaries; Due Organization; Etc. (a) Part 2.1(a) of the Company Disclosure Schedule identifies each Subsidiary of the Company Company, other than the 410 Holdings Acquired Corporations, and indicates its jurisdiction of organization. Neither Except as set forth in Part 2.1(a) of the Company Disclosure Schedule, neither the Company nor any of the 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 2.1(a) of the Company Disclosure Schedule. None Except as set forth in Part 2.1(a) of the Company Disclosure Schedule, none of the Company 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. (b) Each of the Company Acquired Corporations is a corporation duly organized, validly existing and, in jurisdictions that recognize the concept, is in 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 Company Acquired Corporations (in jurisdictions that recognize the following concepts) 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 as would not have and would not reasonably be expected to have or result in a Company Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries, except for the Entities identified in Part 2.1(a2.1(a)(i) of the Company Disclosure Schedule identifies each Subsidiary of the Company Schedule; and indicates its jurisdiction of organization. Neither neither the Company nor any of the other Entities identified in Part 2.1(a2.1(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(a2.1(a)(ii) of the Company Disclosure Schedule. None Except as set forth in Part 2.1(a)(iii) of the Company Disclosure Schedule, 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. (b) Each of the Acquired Corporations is a corporation duly organized, validly existing and, in jurisdictions that recognize the concept, is and in 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 Acquired Corporations (in jurisdictions that recognize the following concepts) 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 as where the failure to be so qualified would not have and would not reasonably be expected to have or result in constitute a Company Material Adverse Effect.