Common use of Subsidiaries; Other Investments Clause in Contracts

Subsidiaries; Other Investments. (a) SCHEDULE 2.3 sets forth for each corporation, limited liability company or other business enterprise with respect to which the Company, directly or indirectly, has the power to vote or direct the voting of a sufficient amount of the ownership interest to elect all of the directors or other persons who manage such enterprise (a "Subsidiary"), its name and jurisdiction of organization and the type, number and percentage of ownership interest owed by the Company. (b) Each Subsidiary is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Except as set forth in SCHEDULE 2.3, each Subsidiary is duly qualified to conduct business and is in good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except where the failure to so qualify would not, individually or in the aggregate, have a material adverse effect on the Company's business. Each Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. Except as disclosed in SCHEDULE 2.3, the Company has delivered to Buyer correct and complete copies of the organizational documents including, without limitation, certificates of incorporation, certificates of formation, bylaws, operating agreements and partnership agreements (collectively referred to herein as "Organizational Documents") of each Subsidiary, as amended to date. All interest in each Subsidiary that is owned of record or beneficially by the Company is owned free and clear of any Encumbrances. There are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Company or any Subsidiary is a party or which are binding on any of them providing for the issuance, disposition or acquisition of any interest in any Subsidiary. No Subsidiary is in default under or in violation of any provision of its Organizational Documents. (c) Except as set forth in SCHEDULE 2.3, the Company does not control directly or indirectly or have any direct or indirect equity or similar participation in any corporation, limited liability company, joint venture, partnership, trust or other business enterprise which is not a Subsidiary.

Subsidiaries; Other Investments. (a) SCHEDULE 2.3 sets forth for each corporation, limited liability company or other business enterprise with respect to which the Company, directly or indirectly, The Company has the power to vote or direct the voting of a sufficient amount no Subsidiaries as of the ownership interest to elect all date of this Agreement and will have no Subsidiaries as of the directors or other persons who manage such enterprise (a "Subsidiary"Closing Date except for the Subsidiary identified in Section 5.1(b), its name and jurisdiction of organization and the type, number and percentage of ownership interest owed by the Company. (b) Each If formed, at the Effective Time, the Subsidiary is will be a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of Delaware, has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its organization. Except business as set forth in SCHEDULE 2.3, each Subsidiary now conducted and is duly qualified to conduct do business as a - 15 - 21 foreign corporation and is in good standing under the laws of in each jurisdiction in which where the character of the property owned or leased by it or the nature of its businesses or the ownership or leasing of its properties requires activities make such qualificationqualification necessary, except in those jurisdictions where the failure to be so qualify qualified would not, individually or in the aggregate, have a material adverse effect on the Company's businessMaterial Adverse Effect. Each Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. Except as disclosed in SCHEDULE 2.3If formed, the Company has Subsidiary will have delivered to Buyer correct Parent true and complete copies of the organizational documents includingSubsidiary's certificate of incorporation and bylaws and made available for Parent's inspection the Subsidiary's minute book which minute book contains a true and complete record of all meetings, without limitationand consents in lieu of a meeting, certificates of incorporation, certificates the Subsidiary's board of directors and stockholder held or executed since the Subsidiary's formation, bylaws, operating agreements and partnership agreements (collectively any such records accurately reflect all transactions referred to herein as "Organizational Documents"therein. (c) If formed, at the Effective Time, all of each Subsidiary, as amended to date. All interest the capital stock in each the Subsidiary that is will be owned of record or beneficially by the Company is owned Company, directly or indirectly, free and clear of any EncumbrancesLien and any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock). There are outstanding (i) no securities of the Company or the Subsidiary convertible into or exchangeable for capital stock in the Subsidiary, (ii) no options or other rights to acquire from the Company or the Subsidiary, and no other obligation of the Company or the Subsidiary to issue, any capital stock in, or any securities convertible into or exchangeable for any capital stock in, the Subsidiary or phantom equity interest; and (iii) no other securities of the Subsidiary (collectively, "Subsidiary Securities"). There are no outstanding or authorized options, warrants, rights, agreements or commitments to which obligations of the Company or the Subsidiary to repurchase, redeem or otherwise acquire any outstanding Subsidiary is a party or which are binding on any of them providing Securities. (d) Except for the issuanceSubsidiary identified in Section 5.1(b) and the TeamPro Joint Venture, disposition or acquisition of any neither the Company nor the Subsidiary has an equity interest in any Subsidiary. No Subsidiary is in default under or in violation of any provision of its Organizational Documentsother Person. (c) Except as set forth in SCHEDULE 2.3, the Company does not control directly or indirectly or have any direct or indirect equity or similar participation in any corporation, limited liability company, joint venture, partnership, trust or other business enterprise which is not a Subsidiary.

Subsidiaries; Other Investments. (aExcept as set forth in Section 3.1(b) SCHEDULE 2.3 sets forth for each corporation------------------------------- -------------- of the Company Disclosure Letter, limited liability company or other business enterprise with respect to which the CompanyCompany does not own, directly or indirectly, has the power to vote any capital stock or direct the voting of a sufficient amount other ownership interest in any Person. Section 3.1(b) of the ownership interest to elect all Company Disclosure Letter contains a complete and accurate -------------- list of the directors or other persons who manage such enterprise (a "Subsidiary"), its name Company's direct and jurisdiction of organization indirect subsidiaries. The Company's subsidiaries are all corporations and the type, number and percentage of ownership interest owed by the Company. (b) Each Subsidiary is are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation and have the jurisdiction of its organizationrequisite 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 as set forth in SCHEDULE 2.3, each Subsidiary is The Company's subsidiaries are duly qualified to conduct do business and is are in good standing under the laws of in each jurisdiction in which the nature of its their respective businesses or the ownership or leasing of its their respective properties requires makes such qualificationqualification necessary, except other than in such jurisdictions where the failure to be so qualify would not, individually qualified or in the aggregate, good standing would not have a material adverse effect Material Adverse Effect on the Company's businessCompany and its subsidiaries, taken as a whole. Each Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. Except as disclosed in SCHEDULE 2.3, the Company has delivered to Buyer correct and complete copies of the organizational documents including, without limitation, certificates of incorporation, certificates of formation, bylaws, operating agreements and partnership agreements (collectively referred to herein as "Organizational Documents") of each Subsidiary, as amended to date. All interest in each Subsidiary that is owned of record or beneficially by the Company is owned free and clear of any Encumbrances. There are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Company or any Subsidiary is a party or which are binding on any of them providing for the issuance, disposition or acquisition of any interest in any Subsidiary. No Subsidiary is in default under or in violation of any provision of its Organizational Documents. (c) Except as set forth in SCHEDULE 2.3, Section 3.1(b) of the Company does Disclosure Letter 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 control directly issued in violation of any preemptive rights or indirectly other preferential rights of subscription or purchase of any Person other than those that have any been waived or otherwise cured or satisfied. All such stock and ownership interests are owned of record and beneficially by the Company or by a direct or indirect equity 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 similar participation in any corporation, limited liability company, joint venture, partnership, trust or other business enterprise which is not a Subsidiarynature ("Liens").

Subsidiaries; Other Investments. (aExcept as set forth in SECTION 3.1(b) SCHEDULE 2.3 sets forth for each corporation, limited liability company or other business enterprise with respect to which of the Company's Disclosure Schedule, the Company does not own, directly or indirectly, has the power to vote any capital stock or direct the voting of a sufficient amount other ownership interest in any Person. SECTION 3.1(b) of the ownership interest to elect all Company Disclosure Schedule contains a complete and accurate list of the directors or other persons who manage such enterprise (a "Subsidiary"), its name Company's direct and jurisdiction of organization indirect Subsidiaries and the typerespective capital structure of each Subsidiary (authorized capital stock, number and percentage par value, outstanding capital stock, owner of ownership interest owed by capital stock). Except as set forth on SECTION 3.1(b) of the Company Disclosure Schedule, the Company. (b) Each Subsidiary is '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 jurisdiction 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 organizationSubsidiaries taken as a whole. Except as set forth in SCHEDULE 2.3, each Subsidiary is The Company's Subsidiaries are duly qualified to conduct do business and is are in good standing under the laws of in each jurisdiction in which the nature of its their respective businesses or the ownership or leasing of its their respective properties requires makes such qualificationqualification necessary, except other than in such jurisdictions where the failure to be so qualify would not, individually qualified or in the aggregate, good standing would not have a material adverse effect Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. All the outstanding shares of capital stock of the Company's business. Each Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties Subsidiaries are owned and used by it. Except as disclosed in SCHEDULE 2.3, the Company has delivered to Buyer correct and complete copies of the organizational documents including, without limitation, certificates of incorporation, certificates of formation, bylaws, operating agreements and partnership agreements (collectively referred to herein as "Organizational Documents") of each Subsidiary, as amended to date. All interest in each Subsidiary that is owned of record or beneficially by the Company is owned or its 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. All such stock and ownership interests are free and clear of any Encumbrances. There are no outstanding or authorized optionsall liens, warrantspledges, rightssecurity interests, agreements or commitments to which the Company or any Subsidiary is a party or which are binding on any charges, claims, rights of them providing for the issuance, disposition or acquisition third parties and other encumbrances of any interest in any Subsidiary. No Subsidiary is in default under kind or in violation of any provision of its Organizational Documentsnature ("LIENS"), except for immaterial Liens. (c) Except as set forth in SCHEDULE 2.3, the Company does not control directly or indirectly or have any direct or indirect equity or similar participation in any corporation, limited liability company, joint venture, partnership, trust or other business enterprise which is not a Subsidiary.

Subsidiaries; Other Investments. (aExcept as set forth in Section 3.1(b) SCHEDULE 2.3 sets forth for each corporation, limited liability company or other business enterprise with respect to which of the Company's Disclosure SCHEDULE, the Company does not own, directly or indirectly, has the power to vote any capital stock or direct the voting of a sufficient amount other ownership interest in any Person. Section 3.1(b) of the ownership interest to elect all Company Disclosure Schedule contains a complete and accurate list of the directors or other persons who manage such enterprise (a "Subsidiary"), its name Company's direct and jurisdiction of organization indirect Subsidiaries and the typerespective capital structure of each Subsidiary (authorized capital stock, number and percentage par value, outstanding capital stock, owner of ownership interest owed by capital stock). Except as set forth on Section 3.1(b) of the Company Disclosure Schedule, the Company. (b) Each Subsidiary is '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 jurisdiction 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 organizationSubsidiaries taken as a whole. Except as set forth in SCHEDULE 2.3, each Subsidiary is The Company's Subsidiaries are duly qualified to conduct do business and is are in good standing under the laws of in each jurisdiction in which the nature of its their respective businesses or the ownership or leasing of its their respective properties requires makes such qualificationqualification necessary, except other than in such jurisdictions where the failure to be so qualify would not, individually qualified or in the aggregate, good standing would not have a material adverse effect Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. All the outstanding shares of capital stock of the Company's business. Each Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties Subsidiaries are owned and used by it. Except as disclosed in SCHEDULE 2.3, the Company has delivered to Buyer correct and complete copies of the organizational documents including, without limitation, certificates of incorporation, certificates of formation, bylaws, operating agreements and partnership agreements (collectively referred to herein as "Organizational Documents") of each Subsidiary, as amended to date. All interest in each Subsidiary that is owned of record or beneficially by the Company is owned or its 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. All such stock and ownership interests are free and clear of any Encumbrances. There are no outstanding or authorized optionsall liens, warrantspledges, rightssecurity interests, agreements or commitments to which the Company or any Subsidiary is a party or which are binding on any charges, claims, rights of them providing for the issuance, disposition or acquisition third parties and other encumbrances of any interest in any Subsidiary. No Subsidiary is in default under kind or in violation of any provision of its Organizational Documentsnature ("Liens"), except for immaterial Liens. (c) Except as set forth in SCHEDULE 2.3, the Company does not control directly or indirectly or have any direct or indirect equity or similar participation in any corporation, limited liability company, joint venture, partnership, trust or other business enterprise which is not a Subsidiary.