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 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 Company 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 "Ad Art." (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 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 board of directors of the Company does not have and has never had any committees. (e) The Company does not own 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 in, any Entity, except for E.S.C. of Nevada, Inc., a wholly owned Nevada subsidiary of the Company (the "Subsidiary"). The Company has not agreed and is not obligated to make any future investment in or capital contribution to any Entity. The Company has not guaranteed and is not 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. (aA) The Excel Company is a corporation duly organized, validly existing and in good standing under the corporate laws of the State jurisdiction of California its incorporation 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 Company corporate Contracts. (bB) The Excel 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 any other name, other than the name "Ad Art." (cC) The Excel Company is not and not, nor 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 not have a Material Adverse Effect on the Excel Company.. The Excel Company is in good standing as a corporation in each of the jurisdictions identified in EXHIBIT C. (dD) Part 2.1 of the Disclosure Schedule EXHIBIT D accurately sets forth (i) the names of the members of the Excel Company's board of directors directors, (ii) the names of the members of each committee of the Excel Company's board of directors, and (iiiii) the names and titles of the Excel Company's officers. The board of directors of the Company does not have and has never had any committees. (eE) The Excel Company does not own any controlling interest in any Entity and other than as listed in EXHIBIT G, nor has the Excel Company has never ever owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any Entity, except for E.S.C. of Nevada, Inc., a wholly owned Nevada subsidiary of the Company (the "Subsidiary"). Entity other than as listed in EXHIBIT G. The Excel Company has not agreed and nor is not obligated to make any future investment in or capital contribution to any Entity. The Excel Company has not guaranteed and nor is not 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 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 Company 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 "Ad ArtTerran Interactive, Inc."." (c) The Company is not and has not been required to be qualified, authorized, registered or licensed qualified to do business as a foreign corporation in any jurisdictionjurisdiction in which it is required to be qualified to do intrastate business as the Company's business is currently conducted, except where the failure to be so qualified, authorized, registered or licensed qualified has not had and will not have a Material Adverse Effect on the Company. (d) Part 2.1 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 board of directors of the Company does not have and has never had any committees. (e) The Company does not own 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 in, any Entity, except for E.S.C. of Nevada, Inc., a wholly owned Nevada subsidiary of the Company (the "Subsidiary"). The Company has not agreed and is not obligated to make any future investment in or capital contribution to any Entity. The Company has not guaranteed and is not 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 limited liability company duly organized, validly existing and in good standing under the laws of the State of California Delaware and has all necessary limited liability company 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 Company ContractsMaterial Contracts (as defined in Section 2.11(a)). (b) The Except as set forth in 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 "Ad ArtGolf."▇▇▇," ▇xcept for any such items that would not have a Material Adverse Effect on the 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 jurisdictionjurisdiction other than the jurisdictions identified in the Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will would not have a Material Adverse Effect on the Company. The Company is in good standing as a foreign corporation in each of the jurisdictions identified in Part 2.2(c) of the Disclosure Schedule. (d) Part 2.1 of the The Disclosure Schedule accurately sets forth (i) the names of the members managers of the Company's board , (ii) the names of directors individuals on any committees of the managers of the Company, and (iiiii) the names and titles of the Company's officers. The board of directors of the Company does not have and has never had any committees. (e) The Company does not own 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 in, any Entity, except for E.S.C. of Nevada, Inc., a wholly owned Nevada subsidiary of the Company (the "Subsidiary"). The Company has not agreed and is not obligated to make any future investment in or capital contribution to any Entity. The Company has not guaranteed and is not responsible or liable for any obligation of any of the Entities in which it owns other Persons or has owned any equity interestEntities.