Common use of Subsidiaries; Other Investments Clause in Contracts

Subsidiaries; Other Investments. Except as set forth in ------------------------------- Section 3.1(b) of the Company Disclosure Schedule, the Company does not own, -------------- directly or indirectly, any capital stock or other ownership interest in any Person. Section 3.1(b) of the Company Disclosure Schedule contains a complete -------------- and accurate list of the Company's direct and indirect subsidiaries. The Company's subsidiaries are all corporations and are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation and have the requisite corporate power and authority to carry on their respective businesses as they are now being conducted and to own, operate and lease the assets they now own, operate or hold under lease. The Company's subsidiaries are duly qualified to do business and are in good standing in each jurisdiction in which the nature of their respective businesses or the ownership or leasing of their respective properties makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or in good standing would not have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole. Except as set forth in Section 3.1(b) of the Company Disclosure Schedule, all the outstanding shares -------------- of capital stock of the Company's subsidiaries are owned by the Company or its subsidiaries and have been duly authorized and validly issued and are fully paid and non-assessable and were not issued in violation of any preemptive rights or other preferential rights of subscription or purchase of any Person other than those that have been waived or otherwise cured or satisfied. Except as may be set forth in Section 3.1(e) of the Company Disclosure Schedule, all such -------------- stock and ownership interests are owned of record and beneficially by the Company or by a direct or indirect wholly owned subsidiary of the Company, free and clear of all liens, pledges, security interests, charges, claims, rights of third parties and other encumbrances of any kind or nature ("Liens"). -----

Subsidiaries; Other Investments. Except as set forth in ------------------------------- Section SECTION 3.1(b) of the Company Company's Disclosure Schedule, the Company does not own, -------------- directly or indirectly, any capital stock or other ownership interest in any Person. Section SECTION 3.1(b) of the Company Disclosure Schedule contains a complete -------------- and accurate list of the Company's direct and indirect subsidiariesSubsidiaries and the respective capital structure of each Subsidiary (authorized capital stock, par value, outstanding capital stock, owner of capital stock). The Except as set forth on SECTION 3.1(b) of the Company Disclosure Schedule, the Company's subsidiaries Subsidiaries are all corporations and are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation and have the requisite corporate power and authority to carry on their respective businesses as they are now being conducted and to own, operate and lease the assets they now own, operate or hold under lease, except where failure of any of the above would not have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. The Company's subsidiaries Subsidiaries are duly qualified to do business and are in good standing in each jurisdiction in which the nature of their respective businesses or the ownership or leasing of their respective properties makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or in good standing would not have a Material Adverse Effect on the Company and its subsidiariesSubsidiaries, taken as a whole. Except as set forth in Section 3.1(b) of the Company Disclosure Schedule, all All the outstanding shares -------------- of capital stock of the Company's subsidiaries Subsidiaries are owned by the Company or its subsidiaries and Subsidiaries. All the outstanding shares of capital stock of the Company's Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable and were not issued in violation of any preemptive rights or other preferential rights of subscription or purchase of any Person other than those that have been waived or otherwise cured or satisfied, except for immaterial breaches thereof. Except as may be set forth in Section 3.1(e) of the Company Disclosure Schedule, all All such -------------- stock and ownership interests are owned of record and beneficially by the Company or by a direct or indirect wholly owned subsidiary of the Company, free and clear of all liens, pledges, security interests, charges, claims, rights of third parties and other encumbrances of any kind or nature ("LiensLIENS"). -----, except for immaterial Liens.

Subsidiaries; Other Investments. Except as set forth in ------------------------------- Section 3.1(b) of the Company Disclosure ScheduleLetter, the Company does not own, -------------- directly or indirectly, any capital stock or other ownership interest in any Person. Section 3.1(b) of the Company Disclosure Schedule Letter contains a complete -------------- and accurate list of the Company's direct and indirect subsidiaries. The Company's subsidiaries are all corporations and are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation and have the requisite corporate power and authority to carry on their respective businesses as they are now being conducted and to own, operate and lease the assets they now own, operate or hold under lease. The Company's subsidiaries are duly qualified to do business and are in good standing in each jurisdiction in which the nature of their respective businesses or the ownership or leasing of their respective properties makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or in good standing would not have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole. Except as set forth in Section 3.1(b) of the Company Disclosure ScheduleLetter or in the Company SEC Documents, all the outstanding shares -------------- of capital stock of the Company's subsidiaries are owned by the Company or its subsidiaries and have been duly authorized and validly issued and are fully paid and non-assessable and were not issued in violation of any preemptive rights or other preferential rights of subscription or purchase of any Person other than those that have been waived or otherwise cured or satisfied. Except as may be set forth in Section 3.1(e) of the Company Disclosure Schedule, all All such -------------- stock and ownership interests are owned of record and beneficially by the Company or by a direct or indirect wholly owned subsidiary of the Company, free and clear of all liens, pledges, security interests, charges, claims, rights of third parties and other encumbrances of any kind or nature ("Liens"). -----.

Subsidiaries; Other Investments. Except as set forth in ------------------------------- Section 3.1(b) ------------------------------- -------------- of the Company Disclosure ScheduleLetter, the Company does not own, -------------- directly or indirectly, any capital stock or other ownership interest in any Person. Section 3.1(b) of the Company Disclosure Schedule Letter contains a complete -------------- and accurate -------------- list of the Company's direct and indirect subsidiaries. The Company's subsidiaries are all corporations and are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation and have the requisite corporate power and authority to carry on their respective businesses as they are now being conducted and to own, operate and lease the assets they now own, operate or hold under lease. The Company's subsidiaries are duly qualified to do business and are in good standing in each jurisdiction in which the nature of their respective businesses or the ownership or leasing of their respective properties makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or in good standing would not have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole. Except as set forth in Section 3.1(b) of the Company Disclosure ScheduleLetter or in the Company SEC Documents, all the outstanding shares -------------- of capital stock of the Company's subsidiaries are owned by the Company or its subsidiaries and have been duly authorized and validly issued and are fully paid and non-assessable and were not issued in violation of any preemptive rights or other preferential rights of subscription or purchase of any Person other than those that have been waived or otherwise cured or satisfied. Except as may be set forth in Section 3.1(e) of the Company Disclosure Schedule, all All such -------------- stock and ownership interests are owned of record and beneficially by the Company or by a direct or indirect wholly owned subsidiary of the Company, free and clear of all liens, pledges, security interests, charges, claims, rights of third parties and other encumbrances of any kind or nature ("Liens"). -----.

Subsidiaries; Other Investments. Except as set forth in ------------------------------- Section 3.1(b) of the Company Company's Disclosure ScheduleSCHEDULE, the Company does not own, -------------- directly or indirectly, any capital stock or other ownership interest in any Person. Section 3.1(b) of the Company Disclosure Schedule contains a complete -------------- and accurate list of the Company's direct and indirect subsidiariesSubsidiaries and the respective capital structure of each Subsidiary (authorized capital stock, par value, outstanding capital stock, owner of capital stock). The Except as set forth on Section 3.1(b) of the Company Disclosure Schedule, the Company's subsidiaries Subsidiaries are all corporations and are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation and have the requisite corporate power and authority to carry on their respective businesses as they are now being conducted and to own, operate and lease the assets they now own, operate or hold under lease, except where failure of any of the above would not have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. The Company's subsidiaries Subsidiaries are duly qualified to do business and are in good standing in each jurisdiction in which the nature of their respective businesses or the ownership or leasing of their respective properties makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or in good standing would not have a Material Adverse Effect on the Company and its subsidiariesSubsidiaries, taken as a whole. Except as set forth in Section 3.1(b) of the Company Disclosure Schedule, all All the outstanding shares -------------- of capital stock of the Company's subsidiaries Subsidiaries are owned by the Company or its subsidiaries and Subsidiaries. All the outstanding shares of capital stock of the Company's Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable and were not issued in violation of any preemptive rights or other preferential rights of subscription or purchase of any Person other than those that have been waived or otherwise cured or satisfied, except for immaterial breaches thereof. Except as may be set forth in Section 3.1(e) of the Company Disclosure Schedule, all All such -------------- stock and ownership interests are owned of record and beneficially by the Company or by a direct or indirect wholly owned subsidiary of the Company, free and clear of all liens, pledges, security interests, charges, claims, rights of third parties and other encumbrances of any kind or nature ("Liens"). -----, except for immaterial Liens.