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

Due Organization; No Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois 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 Contracts by which it is bound. (b) The Company 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 "InterData Access, Inc." and the name under which the Company was originally incorporated, "IGES Data Analysis Company." (c) The Company is not, and has not been, required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. (d) Part 2.1(d) of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's board of directors and (ii) the names and titles of the Company's officers. The Company's board of directors has never established any committees. (e) Except as set forth in Part 2.1(e) of the Disclosure Schedule, the Company has no subsidiaries, and does not own, beneficially or otherwise, any shares or other securities of, or any direct or indirect interest of any nature in, any other Entity.

Due Organization; No Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois 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 and in the manner in which its business is proposed to be 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 Contracts by which it is bound. (b) . The Company is not, and has not been, required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction. The Company 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 "InterData Access, Inc.OnDemand" and the name under which the Company was originally incorporated, "IGES Data Analysis Company." (c) The Company is not, and has not been, required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. (d) Part 2.1(d2.1(c) of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's board of directors directors, and (ii) the names and titles of the Company's officers. The Company's board of directors has never established any committees. (e) Except as set forth in Part 2.1(e) of the Disclosure Schedule, the . The Company has no subsidiaries, and does not ownhas never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect interest of any nature in, any other Entity.

Due Organization; No Subsidiaries; Etc. (a) The Company PRN is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois Florida and has all necessary power and authority: : (i) to conduct its business in the manner in which its business is currently being conducted and in the manner in which its business is proposed to be conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used and in the manner in which its assets are proposed to be owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (b) The Company PRN 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 "InterData Access, Inc." and the name under which the Company was originally incorporated, Tampa Medical Group Management"IGES Data Analysis Company." (c) The Company PRN is not, not and has not been, been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdictionjurisdiction other than the jurisdictions identified in Part 2.1(c) of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on PRN . PRN is in good standing as a foreign corporation in each of the Companyjurisdictions identified in Part 2.1(c) of the Disclosure Schedule. (d) Part 2.1(d) of the Disclosure Schedule accurately sets forth (i) the names of the members of the CompanyPRN's board of directors directors, (ii) the names of the members of each committee of PRN's board of directors, and (iiiii) the names and titles of the CompanyPRN's officers. The Company's board of directors has never established any committees. (e) Except as set forth in Part 2.1(e) of the Disclosure Schedule, the Company PRN has no subsidiaries, and does not ownhas never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect interest of any nature in, any other Entity.

Due Organization; No Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois California and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted and in the manner in which its business is proposed to be conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used and in the manner in which its assets are proposed to be owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (b) The Company 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 "InterData AccessLinvex Technology, Inc." and the name under which the Company was originally incorporated, "IGES Data Analysis Company.Corp." (c) The Company is not, and has not been, required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. (d) Part 2.1(d) of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's board of directors directors, and (ii) the names and titles of the Company's officers. The Company's board of directors has never established any committees. (e) Except as set forth in Part 2.1(e) of the Disclosure Schedule, the The Company has no subsidiaries, and does not ownhas never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect interest of any nature in, any other Entity.

Due Organization; No Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Illinois 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 Contracts by which it is boundCompany Contracts. (b) The Except as set forth in Part 2.1 of the Disclosure Schedule, the Company 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 "InterData Access“Mobile Automation, Inc." and the name under which the Company was originally incorporated, "IGES Data Analysis Company."” (c) The Company is not, not and has not been, been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction, except where the failure to be so qualified, authorized, registered or licensed has not had and will would not reasonably be expected to have a Material Adverse Effect on the Company. (d) Part 2.1(d) 2.1 of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's board of directors of the Company, (ii) the names of the members of each committee of the board of directors of the Company, and (iiiii) the names and titles of the officers of the Company's officers. The Company's board of directors has never established any committees. (e) Except as set forth The Company does not directly or indirectly own any controlling interest in any Entity and, except for the equity interests identified in Part 2.1(e) 2.1 of the Disclosure Schedule, the Company has no subsidiaries, and does not ownnever owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest of any nature in, any other Entity. The Company has neither agreed to nor is obligated to make any future investment in or capital contribution to any Entity. The Company has neither guaranteed nor is responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.

Due Organization; No Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois California and has all necessary power and authority: authority (except where the failure to have such corporate power and authority would not have a Material Adverse Effect): (i) to conduct its business in the manner in which its business is currently being conducted and in the manner in which its business is proposed to be 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 this Agreement and all Contracts by which it is boundMaterial Contracts. (b) The Company 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 "InterData Accessas set forth in its articles of incorporation, Inc." and the name under which the Company was originally incorporated, "IGES Data Analysis Companyas amended." (c) The Company is not, and has not been, required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the CompanyEffect. (d) Part 2.1(d) of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's board of directors directors, and (ii) the names and titles of the Company's officers. The Company's board of directors has never established any committees. (e) Except as set forth in Part 2.1(e) of the Disclosure Schedule, the The Company has no subsidiaries, and does not ownhas never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect interest of any nature in, any other Entity.

Due Organization; No Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois California 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 Contracts by which it is boundCompany Contracts. (b) The Except as set forth in Part 2.1(b) of the Disclosure Schedule, the Company 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 "InterData Access, Inc." and the name under which the Company was originally incorporated, "IGES Data Analysis CompanyMatridigm Corporation." (c) The Company is not, not and has not been, been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction, except where as set forth in Part 2.1(c) of the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the CompanyDisclosure Schedule. (d) Part 2.1(d) of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's board of directors directors, (ii) the names of the members of each committee of the Company's board of directors, and (iiiii) the names and titles of the Company's officers. The Company's board of directors has never established any committees. (e) Except as set forth in Part 2.1(e) of the Disclosure Schedule, the Company has no subsidiaries, and does not ownown any controlling interest in any Entity and the Company has never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest of any nature in, any other Entity.. The Company has not agreed and is not obligated to make any future

Due Organization; No Subsidiaries; Etc. (a) The Company SMG is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois Georgia and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted and in the manner in which its business is proposed to be conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used and in the manner in which its assets are proposed to be owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (b) The Company SMG 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 names "InterData Access, Inc.OPMS" and the name under which the Company was originally incorporated, "IGES Data Analysis CompanySoftware Manufacturing Group." (c) The Company SMG is not, not and has not been, been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdictionjurisdiction other than the jurisdictions identified in Part 2.1(c) of the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on SMG. SMG is in good standing as a foreign corporation in each of the Companyjurisdictions identified in Part 2.1(c) of the Disclosure Schedule. (d) Part 2.1(d) of the Disclosure Schedule accurately sets forth (i) the names of the members of the CompanySMG's board of directors directors, (ii) the names of the members of each committee of SMG's board of directors, and (iiiii) the names and titles of the CompanySMG's officers. The Company's board of directors has never established any committees. (e) Except as set forth in Part 2.1(e) of the Disclosure Schedule, the Company SMG has no subsidiaries, and does not ownhas never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect interest of any nature in, any other Entity.