Common use of Trayport Entities and Trayport Subsidiaries Clause in Contracts

Trayport Entities and Trayport Subsidiaries. (a) Section 4.2(a) of the Sellers Disclosure Letter sets forth (i) each Trayport Entity and each Subsidiary of the Trayport Entities (individually, a “Trayport Subsidiary” and collectively, the “Trayport Subsidiaries,” and together with the Trayport Entities, the “Trayport Companies,” and individually, a “Trayport Company”), (ii) the number of authorized, allotted, issued and outstanding Securities of each Trayport Company and the record owners thereof, and (iii) each Trayport Company’s jurisdiction of incorporation or organization. (b) Each Trayport Company is an entity duly incorporated or organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has all requisite corporate or other power and authority, as the case may be, to own, lease and operate its properties and assets and to carry on its business in all material respects as currently conducted. (c) Each Trayport Company is qualified or licensed to do business and, to the extent such concept or a similar concept exists in the relevant jurisdiction, is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets requires such qualification or license, except where any failure to be so qualified or licensed and in good standing would not be material to the Business. (d) Sellers have delivered or made available to Purchaser true, correct and complete copies of the organizational documents of each Trayport Company, as amended and in effect on the date of this Agreement.

Trayport Entities and Trayport Subsidiaries. (a) Section 4.2(a) of the Sellers Seller Disclosure Letter sets forth (i) each Trayport Entity and each Subsidiary of the Trayport Entities (individually, a “Trayport Subsidiary” and collectively, the “Trayport Subsidiaries,” and together with the Trayport Entities, the “Trayport Companies,” and individually, a “Trayport Company”), (ii) the number of authorized, allotted, issued and outstanding Securities of each Trayport Company and the record owners thereof, and (iii) each Trayport Company’s jurisdiction of incorporation or organization. (b) Each Trayport Company is an entity duly incorporated or organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has all requisite corporate or other power and authority, as the case may be, to own, lease and operate its properties and assets and to carry on its business in all material respects as currently conducted. (c) Each Trayport Company is qualified or licensed to do business and, to the extent such concept or a similar concept exists in the relevant jurisdiction, is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets requires such qualification or license, except where any failure to be so qualified or licensed and in good standing would not be material to the Business. (d) Sellers have Seller has delivered or made available to Purchaser Purchasers true, correct and complete copies of the organizational documents of each Trayport Company, as amended and in effect on the date of this Agreement.