Common use of Organization, Standing and Qualification; Subsidiaries Clause in Contracts

Organization, Standing and Qualification; Subsidiaries. (a) KSG and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate or other power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. KSG and each of its subsidiaries is duly qualified or licensed to do business and in good standing in each jurisdiction in which its property is owned, leased or operated or the nature of the Business conducted by it makes such qualification or licensing necessary. Section 5.1 of the Sellers' Disclosure Schedule lists all lines of business constituting the Business, the names (registered or otherwise) in which KSG does business, the complete and correct list of all of the Principals' Affiliates and KSG's subsidiaries and their respective jurisdictions of incorporation or organization (such list to include the ownership structure of each entity and the jurisdiction in which each entity is doing business and whether each is qualified or licensed to do business in such jurisdiction), and the names and titles of all officers and directors of KSG. KSG has delivered to the Buyer or its counsel complete and correct copies of its and each of its subsidiaries' certificate of incorporation and bylaws, as currently in effect. (b) All the outstanding shares of capital stock of, or other equity interests in, each of KSG's subsidiaries have been validly issued and are fully paid and non-assessable and are owned directly or indirectly by KSG, free and clear of all Liens and security interests of any kind or nature whatsoever and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws, and no other person or entity has any rights of any nature to acquire any securities of any of such subsidiaries. Neither KSG nor any of its subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity.

Organization, Standing and Qualification; Subsidiaries. (a) KSG AVS and each of its subsidiaries is a corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite corporate or other power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. KSG AVS and each of its subsidiaries is duly qualified or licensed to do business and in good standing in each jurisdiction in which its property is owned, leased or operated or the nature of the Business conducted by it makes such qualification or licensing necessary. Section 5.1 2.1 of the Sellers' AVS Disclosure Schedule lists all lines of business constituting the Business, the names (registered or otherwise) in which KSG AVS does business, the complete and correct list of all of the Principals' Affiliates and KSGAVS's subsidiaries and their respective jurisdictions of incorporation or organization (such list to include the ownership structure of each entity subsidiary and the jurisdiction jurisdictions in which each entity AVS subsidiary is doing business and whether each subsidiary is qualified or licensed to do business in such jurisdiction), jurisdictions) and the names and titles of all officers and directors of KSGAVS. KSG AVS has not engaged in lines of business other than the Business in the past. AVS has delivered to the Buyer MUSE or its counsel complete and correct copies of its and each of its subsidiaries' certificate of incorporation and bylaws, as currently in effect, and has heretofore made available to MUSE a complete and correct copy of the charter and bylaws of each of its subsidiaries, as currently in effect. (b) All the outstanding shares of capital stock of, or other equity interests in, each of KSGAVS's subsidiaries have been validly issued and are fully paid and non-assessable and are owned directly or indirectly by KSGAVS, free and clear of all Liens pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws, and no other person or entity has any rights of any nature to acquire any securities of any of such subsidiaries. Neither KSG AVS nor any of its subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entityentity (other than AVS' subsidiaries).