Common use of Due Organization; Subsidiaries Clause in Contracts

Due Organization; Subsidiaries. Each of the Acquired Corporations (as defined below) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of 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, lease and use its assets in the manner in which its assets are currently owned, leased and used; and (iii) to perform its obligations under all Contracts by which it is bound. Each of the Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification and where the failure to be so qualified does not have, and is not reasonably likely to have, a Material Adverse Effect on any of the Acquired Corporations. The Company has delivered to Parent accurate and complete copies of (i) the certificate of incorporation, bylaws and other charter or organizational documents of each of the Acquired Corporations, including all amendments thereto and (ii) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the stockholders of each of the Acquired Corporations, the board of directors of each of the Acquired Corporations and all committees of the board of directors of each of the Acquired Corporations (the items described in clauses (i) and (ii) of this sentence are collectively referred to herein as the “Acquired Corporations Constituent Documents”). The Company has no Subsidiaries, except for the entities identified in Part 2.1 of the Company Disclosure Schedule. (The Company and each of its Subsidiaries are collectively referred to herein as the “Acquired Corporations”). None of the Acquired Corporations has any equity interest or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity, other than (i) the Company’s interest in its Subsidiaries identified in Part 2.1 of the Company Disclosure Schedule, or (ii) any interest in publicly traded companies held for investment only and in each case comprising less than five percent of the outstanding capital stock of such company. None of the Acquired Corporations 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 Person.

Due Organization; Subsidiaries. Each of the Acquired Corporations Companies (as defined below) is a corporation company duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation formation 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, operate, hold under lease and use its assets as, and in the manner in which place where, its assets are currently owned, leased operated or held and used; and (iii) to perform its obligations under all Contracts by which it is bound. Each of the Acquired Corporations Companies is qualified to do business as a foreign corporationEntity, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification and where the failure to be so qualified does not have, and is not reasonably likely to have, a Material Adverse Effect on any of the Acquired Corporationsqualification. The Company has delivered Delivered to Parent accurate true, correct and complete copies of (i) the certificate or articles, as the case may be, of incorporation, bylaws and other charter or organizational documents of each of the Acquired CorporationsCompanies, including all amendments thereto and (ii) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the stockholders equity holders of each of the Acquired CorporationsCompanies, the board of directors or managers of each of the Acquired Corporations Companies and all committees of the board of directors or managers of each of the Acquired Corporations Companies (the items described in clauses (i) ), and (ii) of this sentence above, collectively, the "COMPANY CONSTITUENT DOCUMENTS"). The Company Constituent Documents are collectively referred to herein as in full force and effect on the “Acquired Corporations Constituent Documents”)date hereof. The Company has no Subsidiaries, except for the entities Entities identified in Part 2.1 of the Company Disclosure ScheduleSchedule 2.1. (The Company and each of its Subsidiaries are collectively referred to herein as the “Acquired Corporations”"ACQUIRED COMPANIES"). None Except as identified on Schedule 2.1, none of the Acquired Corporations Companies has any equity interest or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity, other than (i) the Company’s 's interest in its Subsidiaries identified in Part 2.1 of the Company Disclosure ScheduleSubsidiaries. Except as set forth on Schedule 2.1, or (ii) any interest in publicly traded companies held for investment only and in each case comprising less than five percent of the outstanding capital stock of such company. None none of the Acquired Corporations Companies 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 PersonEntity.

Due Organization; Subsidiaries. Each of the Acquired Corporations (as defined below) is a corporation duly organized, validly existing and in good standing under the laws Legal Requirements of the jurisdiction of its incorporation and has all necessary power and authority: incorporation. (ia) to conduct its business in the manner in which its business is currently being conducted; (iib) to own, lease own and use its assets in the manner in which its assets are currently owned, leased owned and used; and (iiic) to perform its obligations under all Contracts by which it is boundCompany Material Contracts. Each of the Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, under the laws of Legal Requirements in all jurisdictions where the nature transaction therein by it of its business or the ownership by it of property therein requires such qualification and qualification, except where the failure to be so qualified does would not have, and is not reasonably likely to have, have a Material Adverse Effect on any of the Acquired CorporationsCorporations (taken as a whole). The Company has delivered to Parent accurate and complete copies of (i) the certificate or articles of incorporation, bylaws and other charter or organizational documents of each of the Acquired Corporations, including all amendments thereto and (ii) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the stockholders of each of the Acquired Corporationscollectively, the board of directors of each of the Acquired Corporations and all committees of the board of directors of each of the Acquired Corporations (the items described in clauses (i) and (ii) of this sentence are collectively referred to herein as the “Acquired Corporations Constituent "Company Organization Documents”"). The Company has no Subsidiaries, except for the entities corporations identified in Part Schedule 2.1 of the Company Disclosure Schedule. (The Company and each of its Subsidiaries identified in Schedule 2.1 of the Company Disclosure Schedule are collectively referred to herein as the “"Acquired Corporations”"). None of the Acquired Corporations has any equity interest or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity, other than (i) the Company’s 's interest in its Subsidiaries identified in Part Schedule 2.1 of the Company Disclosure Schedule, or (ii) any interest in any publicly traded companies company held solely for investment only and in each case comprising less than five percent of the outstanding capital stock of such company. None of the Acquired Corporations 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 Person.

Due Organization; Subsidiaries. Each of the Acquired Corporations (as defined below) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of 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, lease own and use its assets in the manner in which its assets are currently owned, leased owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. Each of the Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification and where the failure to be so qualified does not have, and is not reasonably likely to have, would have a Material Adverse Effect on any of the Acquired Corporations. The Company has delivered to Parent accurate and complete copies of (i) the certificate of incorporation, bylaws and other charter or organizational documents of each of the Acquired Corporations, including all amendments thereto and (ii) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the stockholders of each of the Acquired Corporations, the board of directors of each of the Acquired Corporations and all committees of the board of directors of each of the Acquired Corporations (the items described in clauses (i) and (ii) of this sentence are collectively referred to herein as the “Acquired Corporations Constituent Documents”)thereto. The Company has no Subsidiaries, except for the entities corporations identified in Part 2.1 of the Company Disclosure Schedule. (The Company and each of its Subsidiaries are collectively referred to herein as the “"Acquired Corporations”"). None of the Acquired Corporations has any equity interest or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity, other than (i) the Company’s 's interest in its Subsidiaries identified in Part 2.1 of the Company Disclosure Schedule, or (ii) any interest in any publicly traded companies company held for investment only and in each case comprising less than five percent of the outstanding capital stock of such company. None of the Acquired Corporations 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 PersonEntity.

Due Organization; Subsidiaries. Each of the Company and each of its Subsidiaries (collectively, the “Acquired Corporations (as defined belowCompanies”) is a corporation company duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation formation 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, operate, hold under lease and use its assets as, and in the manner in which place where, its assets are currently owned, leased operated or held and used; and (iii) to perform its obligations under all Material Contracts by which it is bound. Each of the Acquired Corporations Companies is qualified to do business as a foreign corporationEntity, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification and except where the failure to be so qualified does or in good standing would not have, and is not reasonably likely to have, have a Material Adverse Effect on any of the Acquired CorporationsEffect. The Company has delivered made available to Parent accurate true, correct and complete copies of (i) the certificate of incorporation, bylaws and other charter or organizational documents of each of the Acquired CorporationsCompanies, including all amendments thereto and (ii) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the stockholders equity holders of each of the Acquired CorporationsCompanies, the board Board of directors Directors or Board of Managers or other governing body of each of the Acquired Corporations Companies and all committees of the board Board of directors Directors or Board of Managers or other governing body of each of the Acquired Corporations Companies (the items described in clauses (i) and (ii) of this sentence are collectively referred to herein as above, collectively, the “Acquired Corporations Company Constituent Documents”). The Company Constituent Documents are in full force and effect on the date hereof. The Company has no Subsidiaries, except for the entities Entities identified in Part 2.1 Schedule 3.1 of the Company Disclosure Schedule. (The Company and each of its Subsidiaries are collectively referred to herein as the “Acquired Corporations”)Schedules. None of the Acquired Corporations Companies has any equity interest or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity, other than (i) the Company’s interest in its Subsidiaries identified in Part 2.1 as set forth on Schedule 3.1 of the Company Disclosure Schedule, or (ii) any interest in publicly traded companies held for investment only and in each case comprising less than five percent of the outstanding capital stock of such companySchedules. None of the Acquired Corporations Companies 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 PersonEntity.

Due Organization; Subsidiaries. Each of the Acquired Corporations Companies (as defined below) is a corporation company duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation formation 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, operate, hold under lease and use its assets as, and in the manner in which place where, its assets are currently owned, leased operated or held and used; and (iii) to perform its obligations under all Contracts by which it is bound. Each of the Acquired Corporations Companies is qualified to do business as a foreign corporationEntity, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification and where the failure to be so qualified does not have, and is not reasonably likely to have, a Material Adverse Effect on any of the Acquired Corporationsqualification. The Company has delivered Delivered to Parent accurate true, correct and complete copies of (i) the certificate or articles, as the case may be, of incorporation, bylaws and other charter or organizational documents of each of the Acquired CorporationsCompanies, including all amendments thereto and (ii) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the stockholders equity holders of each of the Acquired CorporationsCompanies, the board of directors or managers of each of the Acquired Corporations Companies and all committees of the board of directors or managers of each of the Acquired Corporations Companies (the items described in clauses (i) ), and (ii) of this sentence are collectively referred to herein as above, collectively, the “Acquired Corporations Company Constituent Documents”). The Company Constituent Documents are in full force and effect on the date hereof. The Company has no Subsidiaries, except for the entities Entities identified in Part 2.1 of the Company Disclosure ScheduleSchedule 2.1. (The Company and each of its Subsidiaries are collectively referred to herein as the “Acquired CorporationsCompanies”). None Except as identified on Schedule 2.1, none of the Acquired Corporations Companies has any equity interest or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity, other than (i) the Company’s interest in its Subsidiaries identified in Part 2.1 of the Company Disclosure ScheduleSubsidiaries. Except as set forth on Schedule 2.1, or (ii) any interest in publicly traded companies held for investment only and in each case comprising less than five percent of the outstanding capital stock of such company. None none of the Acquired Corporations Companies 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 PersonEntity.

Due Organization; Subsidiaries. Each of the Acquired Corporations (as defined below) Companies is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all necessary requisite corporate or limited liability company power and authority: : (ia) to conduct its business in the manner in which its business is currently being conducted; (iib) to own, lease and use its assets in the manner in which its assets are currently owned, leased and used; and (iiic) to perform its obligations under all Material Contracts by which it is bound. Each of the Acquired Corporations Companies is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification and qualification, except where the failure to be so qualified does not have, and is not reasonably likely to have, a Company Material Adverse Effect on any of the Acquired CorporationsEffect. The Company has delivered to Parent accurate and complete copies of (i) the certificate of incorporation, bylaws and other charter or organizational documents of each of the Acquired CorporationsCompanies, including all amendments thereto and (ii) the existing minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the stockholders shareholders or members of each of the Acquired CorporationsCompanies, the board of directors of each of the Acquired Corporations Companies and all committees of the board of directors of each of the Acquired Corporations Companies (the items described in clauses (i) and (ii) of this sentence are collectively referred to herein as the “Acquired Corporations Constituent Documents”"ACQUIRED COMPANIES CONSTITUENT DOCUMENTS"). The Company has no Subsidiaries, except for the entities identified in Part Section 2.1 of the Company Disclosure ScheduleLetter. (The Company and each of its Subsidiaries on the date hereof are collectively referred to herein as the “Acquired Corporations”"ACQUIRED COMPANIES"). None Except as set forth in Section 2.1 of the Company Disclosure Letter, none of the Acquired Corporations Companies has any equity interest or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity, other than (iy) the Company’s 's interest in its Subsidiaries identified in Part Section 2.1 of the Company Disclosure ScheduleLetter, or (iiz) any interest in publicly traded companies held for investment only and in each case comprising less than five one percent of the outstanding capital stock of such company. None of the Acquired Corporations hasCompanies have, at any time, been a general partner of, or has with the exception of a guaranty of the debt or obligation of another Acquired Company, otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Person.

Due Organization; Subsidiaries. Each of the Acquired Corporations (as defined below) AW Solutions is a corporation and AWPR is a limited liability company, each of which is duly organized, validly existing and in good standing under the laws of the state or other jurisdiction of its incorporation or formation, as applicable, and has all necessary full corporate or limited liability company power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) authority and all requisite rights, licenses, permits and franchises to own, lease and use its assets in operate the manner in which its assets are Assets that it currently ownedowns, leased leases or operates and used; and (iii) to perform its obligations under all Contracts by which conduct the Business as it is boundnow being conducted. Each of the Acquired Corporations The Company is duly licensed, registered and qualified to do business as a foreign corporation, corporation or limited liability company and is in good standing, under the laws of standing in all jurisdictions where in which the nature ownership, leasing or operation of its business Assets, or the conduct of the Business, requires such qualification and qualification, except where the failure to be so licensed, registered or qualified does would not have, and is not reasonably likely to have, have a Material Adverse Effect on any of Effect. Schedule ‎3.2 sets forth each state or other jurisdiction in which the Acquired CorporationsCompany is licensed or qualified to do business. The Company has Sellers have delivered to Parent Buyer an accurate and complete copies copy of (i) the certificate of incorporation, bylaws by-laws and any other charter or organizational documents of AW Solutions and the certificate of formation, operating agreement and any other organizational documents of AWPR, each agreement, trust, proxy or other arrangement among the stockholders, directors, members or managers of the Acquired CorporationsCompany, including all amendments thereto and (ii) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the stockholders of each of the Acquired Corporations, the board of directors of each of the Acquired Corporations and all committees of the board of directors of each of the Acquired Corporations (the items described in clauses (i) and (ii) of this sentence are collectively referred to herein as the “Acquired Corporations Constituent Documents”). The Company has no Subsidiaries, except for the entities identified in Part 2.1 of the Company Disclosure Schedule. (The Company and each of its Subsidiaries are collectively referred to herein as the “Acquired Corporations”). None of the Acquired Corporations has other agreement or document affecting any equity interest ownership rights or similar interest ininterests, or any interest convertible into management rights or exchangeable or exercisable for any equity or similar interest ineconomic rights, any Entity, other than (i) of the Company’s interest , or any rights to share in its Subsidiaries identified in Part 2.1 the profits of or to receive distributions or the return of capital from the Company, along with an accurate and complete copy of the Company Disclosure Schedule, or (ii) any interest in publicly traded companies held for investment only and in each case comprising less than five percent contents of the outstanding capital stock of such company. None minute book of the Acquired Corporations hasCompany. The Operating Agreement of AW Solutions Puerto Rico, at any timeLLC, been a general partner ofdated February 25, or has otherwise been liable for any 2011, as amended by that certain First Amendment to AW Solutions Puerto Rico, LLC Operating Agreement, dated as of November 9, 2012, represents the sole and entire understanding and agreement among the Sellers with respect to AWPR and supersedes all prior negotiations and understandings among the Sellers whatsoever with respect to AWPR. There are no Subsidiaries of the debts Company, and the Company is not a stockholder, partner, joint venturer or other obligations of, equity owner of any general partnership, limited partnership or other Personentity.

Due Organization; Subsidiaries. Each of the Acquired Corporations (as defined below) Companies is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all necessary requisite corporate or limited liability company power and authority: : (ia) to conduct its business in the manner in which its business is currently being conducted; (iib) to own, lease and use its assets in the manner in which its assets are currently owned, leased and used; and (iiic) to perform its obligations under all Material Contracts by which it is bound. Each of the Acquired Corporations Companies is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification and qualification, except where the failure to be so qualified does not have, and is not reasonably likely to have, a Company Material Adverse Effect on any of the Acquired CorporationsEffect. The Company has delivered to Parent accurate and complete copies of (i) the certificate of incorporation, bylaws and other charter or organizational documents of each of the Acquired CorporationsCompanies, including all amendments thereto and (ii) the existing minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the stockholders shareholders or members of each of the Acquired CorporationsCompanies, the board of directors of each of the Acquired Corporations Companies and all committees of the board of directors of each of the Acquired Corporations Companies (the items described in clauses (i) and (ii) of this sentence are collectively referred to herein as the “Acquired Corporations Companies Constituent Documents”). The Company has no Subsidiaries, except for the entities identified in Part Section 2.1 of the Company Disclosure ScheduleLetter. (The Company and each of its Subsidiaries on the date hereof are collectively referred to herein as the “Acquired CorporationsCompanies”). None Except as set forth in Section 2.1 of the Company Disclosure Letter, none of the Acquired Corporations Companies has any equity interest or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity, other than (iy) the Company’s interest in its Subsidiaries identified in Part Section 2.1 of the Company Disclosure ScheduleLetter, or (iiz) any interest in publicly traded companies held for investment only and in each case comprising less than five one percent of the outstanding capital stock of such company. None of the Acquired Corporations hasCompanies have, at any time, been a general partner of, or has with the exception of a guaranty of the debt or obligation of another Acquired Company, otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Person.

Due Organization; Subsidiaries. Each of the Acquired Corporations (as defined belowa) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction State of its incorporation Delaware and has all necessary corporate power and authorityauthority required: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own, lease and use its assets in the manner in which its assets are currently owned, leased owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. Each Company Contracts. (b) Except as set forth in Part 2.1(b) of the Acquired Corporations Company 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. (c) Except as set forth in Part 2.1(c) of the Company Disclosure Schedules the Company is qualified not required to be qualified, authorized, registered or licensed to do business as a foreign corporationcorporation in any jurisdiction, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification and except where the failure to be so qualified does qualified, authorized, registered or licensed would not have, and is not reasonably likely to have, have a Material Adverse Effect on any the Company, or on the consummation of the Acquired CorporationsMerger and the other transactions contemplated herein. (d) The Company has no subsidiaries and does not own any capital stock of, or any equity interest of any nature in, any other Entity. The Company has delivered not agreed, is not obligated to Parent accurate and complete copies of (i) the certificate of incorporationmake, bylaws and nor is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other charter or organizational documents of each of the Acquired Corporations, including all amendments thereto and (ii) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the stockholders of each of the Acquired Corporations, the board of directors of each of the Acquired Corporations and all committees of the board of directors of each of the Acquired Corporations (the items described in clauses (i) and (ii) of this sentence are collectively referred to herein Entity. Except as the “Acquired Corporations Constituent Documents”). The Company has no Subsidiaries, except for the entities identified set forth in Part 2.1 2.1(d) of the Company Disclosure Schedule. (The Company and each of its Subsidiaries are collectively referred to herein as the “Acquired Corporations”). None of the Acquired Corporations has any equity interest or similar interest inSchedules, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity, other than (i) the Company’s interest in its Subsidiaries identified in Part 2.1 of the Company Disclosure Schedule, or (ii) any interest in publicly traded companies held for investment only and in each case comprising less than five percent of the outstanding capital stock of such company. None of the Acquired Corporations 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 PersonEntity. (e) Part 2.1(e) of the Company Disclosure Schedule accurately sets forth (i) the names of the current members of the Company’s board of directors, (ii) the names of the current members of each committee of the Company’s board of directors, and (iii) the names and titles of the Company’s current officers. (f) Apollo BioPharmaceutics, Inc., which was a wholly owned Subsidiary of the Company, was dissolved and except as set forth on Part 2.1(f) of the Company Disclosure Schedule, all of the assets of Apollo BioPharmaceutics, Inc. which were then owned by it are now owned by the Company, free and clear of any liens or other Encumbrances.