Common use of Due Organization; Subsidiaries Clause in Contracts

Due Organization; Subsidiaries. (a) Each member of the Company Group is a corporation or other legal entity duly incorporated or formed, validly existing and in good standing under the Laws of its state of incorporation or formation and has all necessary corporate or equivalent power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. (b) Each member of the Company Group is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) Except as set forth on Schedule 2.1(c), the Company has no Subsidiaries and no member of the Company Group owns any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or control directly or indirectly, any other Entity. (d) No member of the Company Group is, nor has it otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. No member of the Company Group has agreed, or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. No member of the Company has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each member of the The Company Group is a corporation or other legal entity duly incorporated or formedincorporated, validly existing and in good standing under the Laws of its state the State of incorporation or formation Delaware and has all necessary corporate or equivalent power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. (b) Each member of the The Company Group is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) Except as set forth on Schedule 2.1(c), the The Company has no Subsidiaries and no member of does not own (and has not owned at any time during the Company Group owns Company’s current taxable year) any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or control directly or indirectly, any other Entity. (d) No member of the The Company Group is, nor is not and has it not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. No member of the The Company Group has agreednot agreed to, or is not obligated to make, or make and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. No member of the The Company hashas not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each member of the Company Group and its Subsidiaries is a corporation or other legal entity duly incorporated or formed, validly existing and in good standing under the Laws of the jurisdiction of its state of incorporation or formation organization and has all necessary corporate or equivalent power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; , (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; used and (iii) to perform its obligations in all material respects under all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability . Section 3.1(a) of the Company to consummate Disclosure Schedule sets forth an accurate and complete list of Subsidiaries of the Contemplated TransactionsCompany and the respective equity ownership held by the Company in each Subsidiary. (b) Each member of the Company Group and its Subsidiaries is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business in the manner in which its business is currently being conducted requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) Except as set forth on Schedule 2.1(c)Section 3.1(a) of the Company Disclosure Schedule, the Company has no Subsidiaries and no member of the Company Group owns does not own any capital stock or membership interests of, or any equity, ownership or profit sharing interest of any nature in, or control controls directly or indirectly, any other Entity. (d) No member of the . The Company Group is, nor is not and has it never otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. No member of the The Company Group has agreed, not agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. No member of the The Company hashas not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each member of the The Company Group is a corporation or other legal entity duly incorporated or formedincorporated, validly existing and in good standing under the Laws of the jurisdiction of its state of incorporation or formation and has all necessary corporate or equivalent power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; , (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; used and (iii) to perform its obligations under all Contracts by which it is bound, except except, in each case, where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated TransactionsTransactions or have a Company Material Adverse Effect. (b) Each member of the The Company Group is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business in the manner in which its business is currently being conducted requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) Except as set forth on Schedule 2.1(c), the The Company has no Subsidiaries and no member of the Company Group owns does not own any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or and does not control directly or indirectly, any other Entity. (d) No member of the . The Company Group is, nor is not and has it otherwise never been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. No member of the The Company Group has not agreed, or is not obligated to make, or and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. No member of the The Company has, at any time, has never been a general partner of, or and has otherwise never been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each member of the The Company Group is a corporation or other legal entity duly incorporated or formedorganized, validly existing and in good standing under the Laws laws of the State of Delaware and each of the other Acquired Companies is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws of the jurisdiction of its state of incorporation organization. Except as would not reasonably be expected to have or formation and result in a Company Material Adverse Effect, each Acquired Company has all necessary corporate or equivalent power other power, as the case may be, and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability . Each of the Company to consummate the Contemplated Transactions. (b) Each member of the Company Group Acquired Companies is duly qualified, registered or licensed and qualified to do businessbusiness as a foreign entity, and is in good standing (with respect to the extent applicable in jurisdictions that recognize such jurisdictionconcept), under the Laws laws of all jurisdictions where the nature of its business or the ownership or use of its assets requires such licensing qualification, registration or qualification other than in jurisdictions licensure, except where the that failure to be so qualified individually qualified, registered or in the aggregate licensed would not reasonably be reasonably expected to have or result in a Company Material Adverse Effect. (cb) Part 2.1(b)(i) of the Company Disclosure Schedule contains an accurate and complete list, as of the date of this Agreement, of the name and jurisdiction of organization of each Subsidiary of the Company. Except as set forth on Schedule 2.1(c), the Company has no Subsidiaries and no member in Part 2.1(b)(ii) of the Company Group Disclosure Schedule, (i) neither the Company nor any of the other Acquired Companies owns any capital stock of, or any equity, ownership or profit sharing equity interest of any nature in, or control directly or indirectly, any other Entity. , other than another Acquired Company, (dii) No member none of the Company Group is, nor Acquired Companies has it otherwise been, directly at any time been a general partner of any general or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. No member limited partnership and (iii) none of the Company Group Acquired Companies has agreed, agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. No member of the Company has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each member of the The Company Group is a corporation or other legal entity duly incorporated or formedincorporated, validly existing and in good standing under the Laws of its state the State of incorporation or formation Delaware and has all necessary corporate or equivalent power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. (b) Each member of the The Company Group is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) Except as set forth on Schedule 2.1(c), the The Company has no Subsidiaries and no member of the Subsidiaries. The Company Group owns does not own any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or control controls directly or indirectly, any other Entity. (d) No member of the The Company Group is, is not nor has it otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. No member of the The Company Group has agreed, or not agreed nor is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. No member of the The Company hashas not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each member of the Company Group and its Subsidiaries is a corporation or other legal entity duly incorporated or formedotherwise organized, validly existing and in good standing under the Laws of the jurisdiction of its state of incorporation or formation organization and has all necessary corporate or equivalent power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; , (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; used and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability . All of the Company to consummate Company’s Subsidiaries are wholly owned by the Contemplated TransactionsCompany. (b) Each member of the Company Group and its Subsidiaries is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business in the manner in which its business is currently being conducted requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) Except as set forth on Schedule 2.1(c)Section 4.01(c) of the Company Disclosure Letter, the Company has no other Subsidiaries and no member of the Company Group owns does not directly or indirectly own any capital stock of, or any equity, equity ownership or profit sharing interest of any nature in, or control directly or indirectly, any other Entity. (d) No member of the Person. The Company Group is, nor is not and has it not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. No member of the The Company Group has agreed, or not agreed and is not obligated to make, or nor is the Company bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other EntityPerson. No member of the The Company hashas not, at any time, been a general partner of, or and has not otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other EntityPerson.

Due Organization; Subsidiaries. (a) Each member of the Company Group Terrain and Merger Sub is a corporation or other legal entity duly incorporated or formedincorporated, validly existing and in good standing under the Laws laws of its state the State of incorporation or formation Delaware and has all necessary corporate or equivalent power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; , (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; used and (iii) to perform its obligations under all Contracts by which it is bound. Since the date of its incorporation, except where the failure to have such power Merger Sub has not engaged in any activities other than in connection with or authority would not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactionsas contemplated by this Agreement. (b) Each member of the Company Group Terrain is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Terrain Material Adverse Effect. (c) Except as set forth on Schedule 2.1(c), the Company Terrain has no Subsidiaries other than Merger Sub and no member of the Company Group owns Terrain does not own any capital stock of, or any equity, equity ownership or profit profit-sharing interest of any nature in, or control directly or indirectly, any other Entity. (d) No member of the Company Group is, nor Entity other than Merger Sub. Terrain is not and has it not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. No member of the Company Group ▇▇▇▇▇▇▇ has agreed, or not agreed and is not obligated to make, or nor is Terrain bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. No member of the Company hasTerrain has not, at any time, been a general partner of, or and has not otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each member of the The Company Group is a corporation or other legal entity duly incorporated or formedincorporated, validly existing and in good standing under the Laws of its state the State of incorporation or formation Delaware and has all necessary corporate or equivalent power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. (b) Each member of the The Company Group is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) Except as set forth on Schedule 2.1(c), the The Company has no Subsidiaries and no member of the Company Group owns does not own any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or control directly or indirectly, any other Entity. (d) No member of the The Company Group is, nor is not and has it not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. No member of the The Company Group has agreednot agreed to, or is not obligated to make, or make and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. No member of the The Company hashas not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each member of the Company Group and its Subsidiaries is a corporation or other legal entity duly incorporated or formed, validly existing and in good standing under the Laws of the jurisdiction of its state of incorporation or formation organization and has all necessary corporate or equivalent power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; , (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; used and (iii) to perform its obligations in all material respects under all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability . All of the Company to consummate Company’s Subsidiaries are wholly owned by the Contemplated TransactionsCompany. (b) Each member of the Company Group and its Subsidiaries is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business in the manner in which its business is currently being conducted requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) Except as set forth on Schedule 2.1(c), the The Company has no Subsidiaries and no member of the Company Group owns does not own any capital stock or membership interests of, or any equity, ownership or profit sharing interest of any nature in, or control controls directly or indirectly, any other Entity. (d) No member of the . The Company Group is, nor is not and has it never otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. No member of the The Company Group has agreed, not agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. No member of the The Company hashas not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each member of the The Company Group is a corporation or other legal entity duly incorporated or formedotherwise organized, validly existing and in good standing under the Laws of its state the jurisdiction of incorporation or formation Delaware and has all necessary corporate or equivalent power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; , (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; used and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. (b) Each member of the The Company Group is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business in the manner in which its business is currently being conducted requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. Such jurisdictions are set forth on Section 3.1(b) of the Company Disclosure Schedule. (c) Except as set forth on Schedule 2.1(c)Section 3.1(c) of the Company Disclosure Schedules, (i) the Company has no Subsidiaries and no member of the Company Group owns does not own any capital stock or membership interests of, or any equity, ownership or profit sharing interest of any nature in, or control controls directly or indirectly, any other Entity. ; (dii) No member of the Company Group is, nor is not and has it never otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. No member of ; (iii) the Company Group has agreed, not agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. No member of ; and (iv) the Company hashas not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each member of the The Company Group is a corporation or other legal entity duly incorporated or formedincorporated, validly existing and in good standing under the Laws of its state of incorporation or formation Delaware and has all necessary corporate or equivalent power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. (b) Each member of the The Company Group is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) Except as set forth on Schedule for the Entities identified in Section 2.1(c)) of the Company Disclosure Schedule, the Company has no Subsidiaries and no member neither the Company nor any of the Entities identified in Section 2.1(c) of the Company Group Disclosure Schedule owns any capital stock of, or any equity, ownership or profit profit-sharing interest of any nature in, or control controls directly or indirectly, any other EntityEntity other than the Entities identified in Section 2.1(c) of the Company Disclosure Schedule. (d) No member of Neither the Company Group is, nor its Subsidiary is or has it otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. No member of Neither the Company Group nor its Subsidiary has agreed, agreed or is obligated to make, or nor is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. No member of Neither the Company nor its Subsidiary has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each member of the The Company Group is a corporation or other legal entity duly incorporated or formedincorporated, validly existing and in good standing under the Laws of its state of incorporation or formation Delaware and has all necessary corporate or equivalent power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. (b) Each member of the The Company Group is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) Except as set forth on Schedule 2.1(c), the The Company has no Subsidiaries and no member of the Company Group owns does not own any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or control controls directly or indirectly, any other Entity. (d) No member of the The Company Group isis not, nor or has it not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. No member of the The Company Group has not agreed, or is not obligated to make, or is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. No member of the The Company hashas not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each member of the Company Group Parent and Merger Sub is a corporation or other legal entity duly incorporated or formedincorporated, validly existing and in good standing under the Laws of its state the State of incorporation or formation Delaware and has all necessary corporate or equivalent power and authority: authority (i) to conduct its business in the manner in which its business is currently being conducted; conducted and (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; , except in the case of the foregoing (i) and (iii) to perform its obligations under all Contracts by which it is boundii), except where the failure to have such power or authority would not reasonably be expected to be material to Parent, or prevent or materially delay the ability of the Company Parent and Merger Sub to consummate the Contemplated Transactions. Since the date of its incorporation, Merger Sub has not engaged in any activities other than activities incident to its formation or in connection with or as contemplated by this Agreement. (b) Each member of the Company Group Parent is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Parent Material Adverse Effect. (c) Except as set forth on Schedule 2.1(c)for Merger Sub, the Company Parent has no Subsidiaries and no member of the Company Group owns Subsidiaries, nor does Parent own any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or control controls directly or indirectly, any other Entity. (d) No member of the Company Group is. Parent is not, nor has it otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. No member of the Company Group Parent has not agreed, or nor is it obligated to make, or nor is it bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. No member of the Company hasParent has not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each member of the The Company Group is a corporation or other legal entity duly incorporated or formedincorporated, validly existing and in good standing under the Laws of its state the State of incorporation or formation Delaware and has all necessary corporate or equivalent power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. (b) Each member The Company and each of the Company Group its Subsidiaries is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) Except as set forth on Schedule 2.1(c), Neither the Company has no nor any of its Subsidiaries and no member of the Company Group owns any capital stock of, or any equity, ownership ownership, or profit sharing interest of any nature in, or control controls directly or indirectly, any other Entity. (d) No member of Neither the Company Group is, nor any of its Subsidiaries is or has it otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture venture, or similar business entity. No member of Neither the Company Group nor any of its Subsidiaries has agreed, agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. No member of Neither the Company nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership partnership, or other Entity.

Due Organization; Subsidiaries. (a) Each member of the Company Group Parent and Merger Sub is a corporation or other legal entity duly incorporated or formedincorporated, validly existing and in good standing under the Laws of its state the State of incorporation or formation Delaware, and has all necessary corporate or equivalent power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except except, in each of the foregoing cases, where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company Parent and Merger Sub to consummate the Contemplated Transactions. Since the date of its incorporation, Merger Sub has not engaged in any activities other than activities incident to its formation or in connection with or as contemplated by this Agreement. (b) Each member of the Company Group Parent is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Parent Material Adverse Effect. (c) Except as set forth on Schedule 2.1(c), the Company Parent has no Subsidiaries other than Merger Sub; and no member of the Company Group owns Parent does not own any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or control directly or indirectly, any other Entity, other than Merger Sub. (d) No member Neither Parent nor any of the Company Group is, nor its Subsidiaries is or has it otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. No member Neither Parent nor any of the Company Group has agreed, its Subsidiaries have agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. No member Neither Parent nor any of the Company hasits Subsidiaries have, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each member of the Company Group Purchaser is a corporation or other legal entity company duly incorporated or formedincorporated, validly existing and in good standing under the Laws of its state the State of incorporation or formation Delaware, and has all necessary corporate or equivalent power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. (b) Each member of the Company Group Purchaser is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), and is up-to-date in the filing of all material corporate and similar returns (including, without limitation, any ultimate beneficiary declaration or similar corporate transparency declaration) under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Purchaser Material Adverse Effect. (c) Except as set forth on Schedule 2.1(c), the Company has no Subsidiaries and no member of the Company Group owns Purchaser does not own any capital stock of, or any equity, ownership or profit profit-sharing interest of any nature in, or and does not control directly or indirectly, any other Entity, other than its Subsidiaries. (d) No member of the Company Group is, nor Purchaser is not and has it not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entityEntity. No member of the Company Group Purchaser has agreed, or not agreed and is not obligated to make, or and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. No member of the Company hasPurchaser has not, at any time, been a general partner of, or has otherwise been liable for for, any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each member of the The Company Group is a corporation or other legal entity duly incorporated or formedincorporated, validly existing and in good standing under the Laws of its state the State of incorporation or formation Delaware and has all necessary corporate or equivalent power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. (b) Each member of the The Company Group is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) Except as set forth on Schedule 2.1(c)The Company does not have, and has never had, any Subsidiaries, and the Company has no Subsidiaries and no member of the Company Group owns does not own any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or control directly or indirectly, any other Entity. (d) No member of the The Company Group isis not, nor has it otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. No member of the The Company Group has agreed, not agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. No member of the The Company hashas not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each member of the The Company Group is a corporation or other legal entity limited company duly incorporated or formed, and validly existing and in good standing under the Laws of its state the State of incorporation or formation Israel, is not a “breaching company” under the Companies Law, and has all necessary corporate or equivalent power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under TABLE OF CONTENTS​​​​ all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. (b) Each member of the The Company Group is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) Except as set forth on Schedule 2.1(c), the The Company has no Subsidiaries and no member of the Company Group owns does not own any share capital stock of, or any equity, ownership or profit sharing interest of any nature in, or control controls directly or indirectly, any other Entity. (d) No member of the The Company Group is, nor is not and has it otherwise never been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. No member of the The Company Group has agreed, not agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. No member of the The Company has, at any time, is not and has never been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each member of the The Company Group is a corporation or other legal entity duly incorporated or formedincorporated, validly existing and in good standing under the Laws of its state of incorporation or formation Delaware and has all necessary corporate or equivalent power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. (b) Each member of the The Company Group is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) Except as set forth on Schedule in Section 2.1(c)) of the Company Disclosure Schedule, (i) the Company has no Subsidiaries and no member of has never had any Subsidiaries; and (ii) the Company Group owns does not own, and has never owned, any capital stock of, or any equity, ownership or profit profit-sharing interest of any nature in, or control and does not control, and has never controlled, directly or indirectly, any other Entity. No Subsidiary of the Company has conducted any clinical trial work. (d) No member of the The Company Group is, is not nor has it otherwise ever been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. No member of the The Company Group has agreednot agreed to, or and is not obligated to make, or nor is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. No member of the The Company hashas not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each member of the Company Group and its Subsidiaries is a corporation or other legal entity duly incorporated or formed, validly existing and in good standing under the Laws of the jurisdiction of its state of incorporation or formation organization and has all necessary corporate or equivalent power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; , (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; used and (iii) to perform its obligations in all material respects under all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability . Section 5.1(a) of the Company to consummate Disclosure Schedule sets forth an accurate and complete list of Subsidiaries of the Contemplated TransactionsCompany and the respective equity ownership held by the Company in each Subsidiary. (b) Each member of the Company Group and its Subsidiaries is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business in the manner in which its business is currently being conducted requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) Except Other than as set forth on Schedule 2.1(c)in Section 5.1(a) of the Company Disclosure Schedule, as of the date of this Agreement, the Company has no other Subsidiaries and no member of the Company Group owns does not own any capital stock or membership interests of, or any equity, ownership or profit sharing interest of any nature in, or control controls directly or indirectly, any other Entity. (d) No member of the . The Company Group is, nor is not and has it never otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. No member of the The Company Group has agreed, not agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. No member of the The Company hashas not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) Each member of the Company Group Vibrant and its Subsidiaries (including Merger Sub) is a corporation or other legal entity duly incorporated or formedincorporated, validly existing and in good standing under the Laws of the jurisdiction of its state of incorporation or formation organization and has all necessary corporate or equivalent power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; , (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; used and (iii) to perform its obligations under all Contracts by which it is bound. Since the date of its incorporation, except where the failure to have such power Merger Sub has not engaged in any activities other than in connection with or authority would not reasonably be expected to prevent or materially delay the ability as contemplated by this Agreement. All of the Company to consummate the Contemplated TransactionsVibrant’s Subsidiaries are wholly owned by Vibrant. (b) Each member of the Company Group Vibrant and its Subsidiaries is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Vibrant Material Adverse Effect. (c) Except as set forth on Schedule 2.1(c)Section 4.1(c) of the Vibrant Disclosure Schedule, the Company Vibrant has no Subsidiaries other than Merger Sub and no member of the Company Group owns Vibrant does not own any capital stock of, or any equity, equity ownership or profit sharing interest of any nature in, or control directly or indirectly, any other Entity. (d) No member of the Company Group is, nor Entity other than Merger Sub. Vibrant is not and has it not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. No member of the Company Group Vibrant has agreed, or not agreed and is not obligated to make, or nor is Vibrant bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. No member of the Company hasVibrant has not, at any time, been a general partner of, or and has not otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.