Common use of Subsidiaries; Due Organization; Organizational Documents Clause in Contracts

Subsidiaries; Due Organization; Organizational Documents. (a) SCWorx has one subsidiary consisting of Primrose Solutions, LLC. Neither SCWorx nor its subsidiary has agreed nor is obligated to 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. Except for its subsidiary, SCWorx has not, at any time, been a general partner or manager of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership, limited liability company or other Entity. (b) SCWorx is a corporation duly organized, validly existing and in good standing under the laws of 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 SCWorx Contracts. (c) SCWorx and its subsidiary are each qualified to do business as a foreign corporation and are in good standing under the laws of all jurisdictions where the nature of their business requires such qualification other than in jurisdictions where the failure to be so qualified would not constitute a SCWorx Material Adverse Effect. (d) Each director and officer of SCWorx as of the date of this Agreement is set forth in Section 2.1(d) of the SCWorx Disclosure Schedule. (e) SCWorx has delivered or made available to AMMA accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents, including all currently effective amendments thereto for SCWorx. SCWorx has not taken any action in breach or violation of any of the provisions of its certificate of incorporation, bylaws or other charter or organizational documents nor is it in breach or violation of any of the material provisions of its certificate of incorporation, bylaws or other charter or organizational documents, except as would not reasonably be expected to have, individually or in the aggregate, a SCWorx Material Adverse Effect.

Subsidiaries; Due Organization; Organizational Documents. (a) SCWorx Except as set forth on Section 2.1(a) of the PERA Disclosure Schedule, PERA has one subsidiary consisting no Subsidiaries and does not own any capital stock of, or any equity interest of Primrose Solutionsany nature in, LLCany other Entity. Neither SCWorx nor its subsidiary PERA has not agreed nor is obligated to 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. Except for its subsidiary, SCWorx PERA has not, at any time, been a general partner or manager of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership, limited liability company partnership or other Entity. (b) SCWorx PERA is a corporation limited liability company duly organizedformed, validly existing and in good standing under the laws of Delaware Nevada 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 SCWorx PERA Contracts. (c) SCWorx and its subsidiary are each PERA is qualified to do business as a foreign corporation limited liability company and are is in good standing under the laws of all jurisdictions where the nature of their its business requires such qualification other than qualification. Section 2.1(c) of the PERA Disclosure Schedule sets forth each jurisdiction in jurisdictions where the failure which PERA is qualified to be so qualified would not constitute a SCWorx Material Adverse Effectdo business. (d) Each director manager and officer of SCWorx PERA as of the date of this Agreement is set forth in Section 2.1(d) of the SCWorx PERA Disclosure Schedule. (e) SCWorx PERA has delivered or made available to AMMA GC accurate and complete copies of (i) the certificate articles of incorporationorganization, bylaws operating agreement and all other charter and organizational documents, including all currently effective amendments thereto for SCWorxPERA (collectively, the “PERA Charter Documents”) and (ii) any code of conduct or similar policy adopted by PERA. SCWorx PERA has not taken any action in breach or violation of any of the provisions of its certificate of incorporation, bylaws or other charter or organizational documents the PERA Charter Documents nor is it in breach or violation of any of the material provisions of its certificate of incorporation, bylaws or other charter or organizational documents, except as would not reasonably be expected to have, individually or in the aggregate, a SCWorx Material Adverse EffectPERA Charter Documents.

Subsidiaries; Due Organization; Organizational Documents. (a) SCWorx Arcturus has one subsidiary consisting no subsidiaries and does not own any capital stock of, or any equity interest of Primrose Solutionsany nature in, LLCany other Entity. Neither SCWorx nor its subsidiary Arcturus has not agreed nor is obligated to 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. Except for its subsidiary, SCWorx Arcturus has not, at any time, been a general partner or manager of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership, limited liability company partnership or other Entity. (b) SCWorx Arcturus is a corporation duly organized, validly existing and in good standing under the laws of Delaware 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 SCWorx Arcturus Contracts. (c) SCWorx and its subsidiary are each Arcturus is qualified to do business as a foreign corporation and are is in good standing under the laws of all jurisdictions where the nature of their its business requires such qualification other than in jurisdictions where the failure to be so qualified would not constitute a SCWorx an Arcturus Material Adverse Effect. (d) Each director and officer of SCWorx Arcturus as of the date of this Agreement is set forth in Section 2.1(d) of the SCWorx Arcturus Disclosure Schedule. (e) SCWorx Arcturus has delivered or made available to AMMA Alcobra accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents, including all currently effective amendments thereto for SCWorxArcturus. SCWorx Arcturus has not taken any action in breach or violation of any of the provisions of its certificate of incorporation, bylaws or other charter or organizational documents nor is it in breach or violation of any of the material provisions of its certificate of incorporation, bylaws or other charter or organizational documents, except as would not reasonably be expected to have, individually or in the aggregate, a SCWorx an Arcturus Material Adverse Effect.