Common use of Due Organization; No Subsidiaries; Etc Clause in Contracts

Due Organization; No Subsidiaries; Etc. (a) Each of Parent and Merger Sub is duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate 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 Parent Contracts. (b) Parent has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name “Diversa Corporation.” (c) Parent, each Parent Subsidiary and Merger Sub are not and have not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in Part 3.1(c) of the Parent Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed would not reasonably be expected to have a Material Adverse Effect on Parent. Parent and Merger Sub and each of their respective Subsidiaries are each in good standing as a foreign corporation in each of the jurisdictions identified in Part 3.1(c) of the Parent Disclosure Schedule. (d) As of the date of this Agreement, Parent has no Subsidiaries (other than Merger Sub) except for the Entities identified in Part 3.1(d) of the Parent Disclosure Schedule. As of the date of this Agreement, except for the equity interests identified in Part 3.1(d) of the Parent Disclosure Schedule, neither the Parent nor any Parent Subsidiary owns any equity interest in any Entity and neither the Parent nor any Parent Subsidiary has ever owned, beneficially or otherwise, any controlling equity interest in any Entity. As of the date of this Agreement, neither Parent nor any Parent Subsidiary has agreed or is obligated to make any future investment in or capital contribution to any Entity (other than a Parent Subsidiary). Neither Parent nor any Parent Subsidiary has guaranteed or is responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity or other financial interest. Neither Parent nor any of its stockholders has ever approved, or commenced any proceeding contemplating, the dissolution or liquidation of Parent’s business or affairs.

Due Organization; No Subsidiaries; Etc. (a) Each of Parent and Merger Sub Partner is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate 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 Parent Merger Partner Contracts. (b) Parent Merger Partner has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name “Diversa Corporation.Infinity Pharmaceuticals, Inc.” (c) Parent, each Parent Subsidiary and Merger Sub are Partner is not and have has not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in Part 3.1(c2.1(c) of the Parent Merger Partner Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed licensed, individually or in the aggregate, has not had, and would not reasonably be expected to have have, a Merger Partner Material Adverse Effect on ParentEffect. Parent and Merger Sub and each of their respective Subsidiaries are each Partner is in good standing as a foreign corporation in each of the jurisdictions identified in Part 3.1(c2.1(c) of the Parent Merger Partner Disclosure Schedule. (d) As of the date of this Agreement, Parent has no Subsidiaries (other than Merger Sub) except for the Entities identified in Part 3.1(d2.1(d) of the Parent Merger Partner Disclosure Schedule. As Schedule accurately sets forth (i) the names of the date of this Agreement, except for the equity interests identified in Part 3.1(d) members of the Parent Disclosure Schedule, neither board of directors of Merger Partner (ii) the Parent nor names of the members of each committee of the board of directors of Merger Partner and (iii) the names and titles of Merger Partner’s officers. (e) Merger Partner has no Subsidiaries. Merger Partner does not own any Parent Subsidiary owns any equity controlling interest in any Entity Entity, and neither the Parent nor any Parent Subsidiary Merger Partner has ever never owned, beneficially or otherwise, any controlling shares or other securities of, or any direct or indirect equity or other financial interest in in, any Entity. As of the date of this Agreement, neither Parent nor any Parent Subsidiary Merger Partner has not agreed or and is not obligated to make any future investment in or capital contribution to any Entity (other than a Parent Subsidiary)Entity. Neither Parent nor any Parent Subsidiary has guaranteed or is responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity or other financial interest. Neither Parent Merger Partner nor any of its stockholders has ever approved, or commenced any proceeding or made any election contemplating, the dissolution or liquidation of ParentMerger Partner’s business or affairs.