Common use of Organization; Subsidiaries Clause in Contracts

Organization; Subsidiaries. (a) Company 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 power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect (as defined in Section 8.3) on Company. (b) Other than as set forth in Part 2.1 of the Company Disclosure Letter, neither Company nor any of the other corporations identified in Part 2.1 of the Company Disclosure Letter owns any capital stock of, or any equity interest of any nature in, any corporation, partnership, joint venture arrangement or other business entity, other than the entities identified in Part 2.1 of the Company Disclosure Letter, except for passive investments in equity interests of public companies as part of the cash management program of Company. Neither Company nor any of its subsidiaries has agreed or is obligated to make, or is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect under which it may become obligated to make any future material investment in or material capital contribution to any other entity. Neither Company, nor any of its subsidiaries, is a general partner of any general partnership, limited partnership or other similar entity. Part 2.1 of the Company Disclosure Letter indicates the jurisdiction of organization of each entity listed therein and Company's direct or indirect equity interest therein. (c) Company has delivered or made available to Parent a true and correct copy of the Certificate of Incorporation and Bylaws of Company and similar governing instruments of each of its subsidiaries, each as amended to date (collectively, the "Company Charter Documents"), and each such instrument is in full force and effect. Neither Company nor any of its subsidiaries is in violation of any of the provisions of the Company Charter Documents.

Organization; Subsidiaries. (a) Company 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 power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect (as defined in Section 8.3) on Company.have (b) Other than as set forth in Part 2.1 of the Company Disclosure Letter, neither Company nor any of the other corporations identified in Part 2.1 of the Company Disclosure Letter its subsidiaries owns any capital stock of, or any equity interest of any nature in, any corporation, partnership, joint venture arrangement or other business entity, other than the entities identified in Part 2.1 of the Company Disclosure Letter, except for passive investments in equity interests of public companies as part of the cash management program of Company. Neither Company nor any of its subsidiaries has agreed or is obligated to make, or is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect under which it may become obligated to make any future material investment in or material capital contribution to any other entity. Neither Company, nor any of its subsidiaries, is has, at any time, been a general partner of any general partnership, limited partnership or other similar entity. Part 2.1 of the Company Disclosure Letter indicates the jurisdiction of organization of each entity listed therein and Company's direct or indirect equity interest therein. (c) Company has delivered or made available to Parent a true and correct copy of the Certificate Articles of Incorporation and Bylaws of Company and similar governing instruments of each of its subsidiaries, each as amended to date (collectively, the "Company Charter DocumentsCOMPANY CHARTER DOCUMENTS"), and each such instrument is in full force and effect. Neither Company nor any of its subsidiaries is in violation of any of the provisions of the Company Charter Documents. Company has delivered or made available to Parent all proposed or considered amendments to the Company Charter Documents.

Organization; Subsidiaries. (a) The Company and each of its subsidiaries (which subsidiaries are identified on Part 2.1 of the Company Disclosure Schedule) (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and in which it is organized; (ii) has all requisite the corporate or other power and authorityauthority to own, lease and all requisite qualifications operate its assets and property and to carry on its business as now being conducted; and (iii) except as would not be material to the Company, is duly qualified or licensed to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except each jurisdiction where the failure to be so organizedcharacter of the properties owned, existing leased or in good standing operated by it or to have the nature of its activities makes such power, authority qualification or qualifications would not, individually or in the aggregate, have a Material Adverse Effect (as defined in Section 8.3) on Companylicensing necessary. (b) Other than as set forth the corporations identified in Part 2.1 of the Company Disclosure LetterSchedule, neither the Company nor any of the other corporations identified in Part 2.1 of the Company Disclosure Letter Schedule owns any capital stock of, or any equity interest of any nature in, any corporation, partnership, joint venture arrangement or other business entity, other than the entities identified in Part 2.1 of the Company Disclosure Letter, except for passive investments in equity interests of public companies as part of the cash management program of CompanySchedule. Neither the Company nor any of its subsidiaries has agreed or is obligated to make, or is bound by any written, written or oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect under which it may become obligated to make any future material investment in or material capital contribution to any other entity. Neither the Company, nor any of its subsidiaries, is has, at any time, been a general partner of any general partnership, limited partnership or other similar entity. Part 2.1 of the Company Disclosure Letter Schedule indicates the jurisdiction of organization of each entity listed therein and the Company's ’s direct or indirect equity interest therein. (c) The Company has delivered or made available to Parent a true and correct copy of the Certificate of Incorporation and Bylaws of the Company and similar governing instruments of each of its subsidiaries, each as amended to date (collectively, the "“Company Charter Documents"”), and each such instrument is in full force and effect. Neither the Company nor any of its subsidiaries is in violation of any of the provisions of the Company Charter Documents. The Company has delivered or made available to Parent all proposed or considered amendments to the Company Charter Documents.

Organization; Subsidiaries. (a) Company Each of Parent and each of its subsidiaries 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 power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parent. Except as set forth in the Parent SEC Reports (as defined in Section 8.33.5(a)) on Company. (b) Other than as set forth in Part 2.1 of filed prior to the Company Disclosure Letterdate hereof, neither Company Parent nor any Subsidiary of the other corporations identified in Part 2.1 of the Company Disclosure Letter Parent directly or indirectly owns any capital stock of, or any equity interest of any nature in, any corporation, partnership, joint venture arrangement or other business entity, other than the entities identified in Part 2.1 of the Company Disclosure Letter, except for passive investments in equity interests of public companies as part of the cash management program of CompanyParent. Neither Company Parent nor any of its subsidiaries Subsidiaries has agreed or is obligated to make, or is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect under which it may become obligated to make any future material investment in or material capital contribution to any other entity. Neither CompanyParent, nor any of its subsidiariesSubsidiaries, is a general partner of any general partnership, limited partnership or other similar entity. Part 2.1 3.1 of the Company Parent Disclosure Letter indicates the jurisdiction of organization of each entity listed therein and CompanyParent's direct or indirect equity interest therein. (cb) Company Parent has delivered or made available to Parent Company a true and correct copy of the Certificate of Incorporation and Bylaws of Company Parent and similar governing instruments of each of its subsidiariesSubsidiaries, each as amended to date (collectively, the "Company Parent Charter Documents"), and each such instrument is in full force and effect. Neither Company Parent nor any of its subsidiaries Subsidiaries is in violation of any of the provisions of the Company Parent Charter Documents.

Organization; Subsidiaries. (a) The Company and each of its subsidiaries (which subsidiaries are identified on Part 2.1 of the Company Disclosure Schedule) (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and in which it is organized; (ii) has all requisite the corporate or other power and authorityauthority to own, lease and all requisite qualifications operate its assets and property and to do carry on its business as a foreign corporation, to conduct its business in the manner in which its business is currently now being conducted, ; and (iii) except where the failure as would not reasonably be expected to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect (as defined in Section 8.38.3(c)) on the Company, is duly qualified or licensed to do business in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary. (b) Other than as set forth in Part 2.1 of Neither the Company Disclosure Letter, neither Company nor any of the other corporations identified in Part 2.1 of the Company Disclosure Letter its subsidiaries owns any capital stock of, or any equity interest of any nature in, any corporation, partnership, joint venture arrangement or other business entity, other than the entities identified in Part 2.1 of the Company Disclosure Letter, except for passive investments in equity interests of public companies as part of the cash management program of CompanySchedule. Neither the Company nor any of its subsidiaries has agreed or is obligated to make, or is bound by any written, written or oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect effect, under which it may become obligated to make any future material investment in or material capital contribution to any other entity. Neither the Company, nor any of its subsidiaries, is has, at any time, been a general partner of any general partnership, limited partnership or other similar entity. Part 2.1 of the Company Disclosure Letter Schedule indicates the jurisdiction of organization of each entity listed therein and the Company's ’s direct or indirect equity interest therein. (c) The Company has delivered or made available to Parent a true and correct copy of the Certificate of Incorporation and Bylaws of the Company and similar governing instruments of each of its subsidiaries, each as amended to date (collectively, the "“Company Charter Documents"”), and each such instrument is in full force and effect. Neither The Company nor has not taken any of its subsidiaries is action in violation of any of the provisions of the Company Charter DocumentsCertificate of Incorporation and Bylaws of the Company. None of the Company’s subsidiaries have taken any action in violation of its respective governing instruments, except as would not reasonably be expected to have a Material Adverse Effect on the Company.

Organization; Subsidiaries. (a) The Company and each of its subsidiaries (which subsidiaries are identified on Part 2.1 of the Company Disclosure Schedule) (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and in which it is organized; (ii) has all requisite the corporate or other power and authorityauthority to own, lease and all requisite qualifications operate its assets and property and to do carry on its business as a foreign corporation, to conduct its business in the manner in which its business is currently now being conducted, ; and (iii) except where the failure as would not reasonably be expected to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect (as defined in Section 8.38.3(c)) on the Company, is duly qualified or licensed to do business in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary. (b) Other than as set forth in Part 2.1 of Neither the Company Disclosure Letter, neither Company nor any of the other corporations identified in Part 2.1 of the Company Disclosure Letter Schedule owns any capital stock of, or any equity interest of any nature in, any corporation, partnership, joint venture arrangement or other business entity, other than the entities identified in Part 2.1 of the Company Disclosure Letter, except for passive investments in equity interests of public companies as part of the cash management program of CompanySchedule. Neither the Company nor any of its subsidiaries has agreed or is obligated to make, or is bound by any written, written or oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect effect, under which it may become obligated to make any future material investment in or material capital contribution to any other entity. Neither the Company, nor any of its subsidiaries, is has, at any time, been a general partner of any general partnership, limited partnership or other similar entity. Part 2.1 of the Company Disclosure Letter Schedule indicates the jurisdiction of organization of each entity listed therein and the Company's ’s direct or indirect equity interest therein. (c) The Company has delivered or made available to Parent a true and correct copy of the Certificate Articles of Incorporation and Bylaws of the Company and similar governing instruments of each of its subsidiaries, each as amended to date (collectively, the "“Company Charter Documents"”), and each such instrument is in full force and effect. Neither The Company nor has not taken any of its subsidiaries is action in violation of any of the provisions of the Company Charter DocumentsArticles of Incorporation and Bylaws of the Company. None of the Company’s subsidiaries have taken any action in violation of its respective governing instruments, except as would not reasonably be expected to have a Material Adverse Effect on the Company.

Organization; Subsidiaries. (a) The Company and each of its subsidiaries (which subsidiaries are identified on Part 2.1 of the Company Disclosure Schedule) (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and in which it is organized; (ii) has all requisite the corporate or other power and authorityauthority to own, lease and all requisite qualifications operate its assets and property and to carry on its business as now being conducted; and (iii) except as would not be material to the Company, is duly qualified or licensed to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except each jurisdiction where the failure to be so organizedcharacter of the properties owned, existing leased or in good standing operated by it or to have the nature of its activities makes such power, authority qualification or qualifications would not, individually or in the aggregate, have a Material Adverse Effect (as defined in Section 8.3) on Companylicensing necessary. (b) Other than as set forth the corporations identified in Part 2.1 of the Company Disclosure LetterSchedule, neither the Company nor any of the other corporations identified in Part 2.1 of the Company Disclosure Letter Schedule owns any capital stock of, or any equity interest of any nature in, any corporation, partnership, joint venture arrangement or other business entity, other than the entities identified in Part 2.1 of the Company Disclosure Letter, except for passive investments in equity interests of public companies as part of the cash management program of CompanySchedule. Neither the Company nor any of its subsidiaries has agreed or is obligated to make, or is bound by any written, written or oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect under which it may become obligated to make any future material investment in or material capital contribution to any other entity. Neither the Company, nor any of its subsidiaries, is has, at any time, been a general partner of any general partnership, limited partnership or other similar entity. Part 2.1 of the Company Disclosure Letter Schedule indicates the jurisdiction of organization of each entity listed therein and the Company's direct or indirect equity interest therein. (c) The Company has delivered or made available to Parent a true and correct copy of the Certificate of Incorporation and Bylaws of the Company and similar governing instruments of each of its subsidiaries, each as amended to date (collectively, the "Company Charter Documents"), and each such instrument is in full force and effect. Neither the Company nor any of its subsidiaries is in violation of any of the provisions of the Company Charter Documents. The Company has delivered or made available to Parent all proposed or considered amendments to the Company Charter Documents.

Organization; Subsidiaries. (a) Company and each of its subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and in which it is organized; (ii) has all requisite the corporate or other applicable entity power and authorityauthority to own, lease and all requisite qualifications operate its assets and properties and to carry on its business as now being conducted; and (iii) except as would not be material to Company, is duly qualified or licensed to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except each jurisdiction where the failure to be so organizedcharacter of the properties owned, existing leased or in good standing operated by it or to have the nature of its activities makes such power, authority qualification or qualifications would not, individually or in the aggregate, have a Material Adverse Effect (as defined in Section 8.3) on Companylicensing necessary. (b) Other than as set forth the corporations or other entities identified in Part 2.1 of the Company Disclosure LetterSchedules, neither Company nor any of the other corporations or other entities identified in Part 2.1 of the Company Disclosure Letter Schedules owns any capital stock of, or any equity interest of any nature in, any corporation, partnership, joint venture arrangement or other business entity, other than the entities identified in Part 2.1 of the Company Disclosure LetterSchedules, except for passive investments in equity interests of public companies as part of the cash management program of the Company. Neither Company nor any of its subsidiaries has agreed or is obligated to make, or is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect under which it may become obligated to make any future material investment in or material capital contribution to any other entity. Neither Company, Company nor any of its subsidiaries, is has, at any time, been a general partner of any general partnership, limited partnership or other similar entity. Part 2.1 of the Company Disclosure Letter Schedules indicates the jurisdiction of organization of each entity listed therein and Company's direct or indirect equity interest therein. (c) Company has delivered or made available to Parent a true and correct copy of the Certificate Articles of Incorporation and Bylaws of Company and similar governing instruments of each of its subsidiaries, each as amended to date (collectively, the "Company Charter Documents")date, and each such instrument is in full force and effect. Neither Company nor any of its subsidiaries is in violation of any of the provisions of the Company Charter Documentsits Articles of Incorporation or Bylaws or equivalent governing instruments.

Organization; Subsidiaries. (a) Company 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 power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect (as defined in Section 8.3) on Company. (b) Other than as set forth the corporations identified in Part 2.1 of the Company Disclosure Letter, neither Company nor any of the other corporations identified in Part 2.1 of the Company Disclosure Letter owns any capital stock of, or any equity interest of any nature in, any corporation, partnership, joint venture arrangement or other business entity, other than the entities identified in Part 2.1 of the Company Disclosure Letter, except for passive investments in equity interests of public companies as part of the cash management program of Company. Neither Company has not agreed nor any of its subsidiaries has agreed or is obligated to make, or nor is bound by any writtenContract (as defined in Section 8.3), oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect under which it may become obligated to make any future material investment in or material capital contribution to any other entity. Neither CompanyCompany has not at any time, nor any of its subsidiaries, is been a general partner of any general partnership, limited partnership or other similar entity. Part 2.1 of the Company Disclosure Letter indicates the jurisdiction of organization of each entity listed therein and Company's ’s direct or indirect equity interest therein. (c) Company has delivered or made available to Parent a true and correct copy of the Certificate Articles of Incorporation and Bylaws of Company and similar governing instruments of each of its subsidiaries, each as amended to date (collectively, the "“Company Charter Documents"”), and each such instrument is in full force and effect. Neither Company nor any of its subsidiaries is not in violation of any of the provisions of the Company Charter Documents. Company has delivered or made available to Parent all proposed or considered amendments to the Company Charter Documents. (d) Company currently has no subsidiaries and Company has no liability as a result of its prior ownership of any corporation, partnership, joint venture arrangement or other entity that was previously a subsidiary of Company.

Organization; Subsidiaries. (a) Company 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 power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect (as defined in Section 8.3) on with respect to Company. (b) Other than as set forth the corporations identified in Part 2.1 of the Company Disclosure Letter, neither Company nor any of the other corporations identified in Part 2.1 of the Company Disclosure Letter owns any capital stock of, or any equity interest of any nature in, any corporation, partnership, joint venture arrangement or other business entity, other than the entities identified in Part 2.1 of the Company Disclosure Letter, except for passive investments in equity interests of public companies as part of the cash management program of Company. Neither Company nor any of its subsidiaries has agreed or is obligated to make, or is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect under which it may become obligated to make any future material investment in or material capital contribution to any other entity. Neither Company, nor any of its subsidiaries, is a general partner of any general partnership, limited partnership or other similar entity. Part 2.1 of the Company Disclosure Letter indicates the jurisdiction of organization of each entity listed therein and Company's ’s direct or indirect equity interest therein. Other than directors’ qualifying shares required under applicable law, all of the outstanding capital stock of each such entity is owned directly or indirectly by the Company free and clear of all mortgages, pledges, claims, liens, charges, encumbrances, options or security interests of any kind or nature whatsoever (collectively, “Encumbrances”), except for restrictions imposed by applicable securities laws, and is validly issued, fully paid and nonassessable, and there are no outstanding options, rights or agreements of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities (or securities convertible into or exchangeable for securities having such rights) of any such Company Subsidiary to any Person except the Company. The Company owns all outstanding shares of capital stock of each Company Subsidiary. (c) Company has delivered or made available to Parent a true and correct copy of the Certificate of Incorporation and Bylaws of Company and similar governing instruments of each of its subsidiaries, each subsidiaries as amended to date (collectively, the "“Company Charter Documents"”), and each such instrument is in full force and effect. Neither Company nor any of its subsidiaries is not in violation of any of the provisions of the Company Charter Documents.

Organization; Subsidiaries. (a) Company 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 power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined in Section 8.3) on Company. (b) Other than as set forth All of the subsidiaries of Company are listed in Part 2.1 2.1(b) of the Company Disclosure Letter, neither . Neither Company nor any of the other corporations identified in Part 2.1 of the Company Disclosure Letter its subsidiaries owns any capital stock of, or any equity interest of any nature in, any corporation, partnership, limited liability company, joint venture arrangement or other business entity, other than the entities identified in Part 2.1(b) of the Company Disclosure Letter and other than such capital stock or other equity interest that has no material value and does not subject the Company or any of its subsidiaries to any material risk of loss. Company owns directly, or indirectly through other wholly-owned subsidiaries, all of the outstanding shares of capital stock or all of the partnership or other equity interests of each of the subsidiaries listed in Part 2.1 (b) of the Company Disclosure Letter. Each of the outstanding shares of capital stock of, or partnership or other equity interests in, each of the subsidiaries listed in Part 2.1 (b) of the Company Disclosure Letter is owned, directly or indirectly, by Company free and clear of all liens, pledges, security interests, claims, options or other encumbrances and neither Company nor any nor any of its subsidiaries has any agreement or commitment to sell or transfer any of such stock or interests. Except as set forth in Part 2.2(b) of the Company Disclosure Letter, except for passive investments in equity interests of public companies as part of the cash management program of Company. Neither neither Company nor any of its subsidiaries has agreed or is obligated to make, or is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect under which it may become obligated to make any future material investment in or material capital contribution or loans or other advances to any other entity. Neither There are no outstanding or authorized options, warrants, rights, agreements or commitments to which Company or any of its subsidiaries is a party or which are binding on any of them providing for the issuance, disposition, transfer or acquisition of any capital stock of any of the subsidiaries listed in Part 2.1 (b) of the Company Disclosure Letter. Those subsidiaries listed in Part 2.1(b) of the Company Disclosure Letter that, in each individual case, is a subsidiary through which the Company or other subsidiaries conducts business, or which owns assets with an aggregate value of, or which has aggregate liabilities of, $50,000 or more, or the loss of which would reasonably be expected to have a Material Adverse Effect on the Company are identified as such in Part 2.1(b) of the Company Disclosure Letter and referred to as the “Material Subsidiaries.” Each outstanding share of capital stock of each Material Subsidiary of Company is duly authorized, validly issued, fully paid and nonassessable and was not issued in violation of any preemptive or similar rights. (c) Except as set forth in Part 2.1(c) of the Company Disclosure Letter, neither Company, nor any of its subsidiaries, is is, or has, at any time since January 1, 2000, been a general partner of any general partnership, limited partnership or other similar entity. Part 2.1 2.1(b) of the Company Disclosure Letter indicates the jurisdiction of organization of each entity listed therein and Company's ’s direct or indirect equity interest therein. (cd) Company has delivered or made available to Parent a true and correct copy of the Certificate of Incorporation and Bylaws of Company and similar governing instruments of each of its subsidiaries, Material Subsidiaries each as amended to date (collectively, the "“Company Charter Documents"”), and each such instrument Company Charter Document is in full force and effect. Neither Company nor any of its subsidiaries Material Subsidiaries is in violation of any of the provisions of the their respective Company Charter Documents.

Organization; Subsidiaries. (a) The Company and each of its subsidiaries (which subsidiaries are identified on Part 3.1 of the Company Disclosure Schedule) (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized; (ii) has the corporate or other power and authority to own, lease and operate all of its incorporation assets and has all requisite corporate power properties and authority, to carry on its business as now being conducted; and all requisite qualifications (iii) is duly qualified or licensed to do business as a foreign corporationin each jurisdiction where (A) the nature of the business or activities conducted by it or the character or location of the properties and assets owned, to conduct its business in the manner in which its business is currently being conducted, except where leased or operated by it makes such qualification or licensing necessary and (B) the failure to be so organized, existing or qualified would result in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Company Material Adverse Effect (as defined in Section 8.3) on CompanyEffect. (b) Other than as set forth the corporations identified in Part 2.1 3.1 of the Company Disclosure LetterSchedule, neither the Company nor any of the other corporations identified in Part 2.1 3.1 of the Company Disclosure Letter Schedule owns any capital stock of, or any equity interest of any nature in, any corporation, partnership, joint venture arrangement or other business entity, other than the entities identified in Part 2.1 3.1 of the Company Disclosure LetterSchedule. The Company owns, except for passive investments in directly or indirectly, all of the issued and outstanding shares of capital stock or other equity ownership interests of public companies as part each subsidiary of the cash management program Company, free and clear of Companyall Encumbrances, and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of all preemptive rights, with no personal liability attaching to the ownership thereof. Neither the Company nor any of its subsidiaries has agreed or is obligated to make, or is bound by any written, written or oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect under which it may become obligated to make any future material investment in or material capital contribution to any other entity. Neither the Company, nor any of its subsidiaries, is has, at any time, been a general partner of any general partnership, limited partnership or other similar entity. Part 2.1 3.1 of the Company Disclosure Letter Schedule indicates the jurisdiction of organization of each entity listed therein and the Company's direct or indirect equity interest therein. (c) The Company has delivered or made available to Parent a true true, correct and correct copy complete copies of the Certificate of Incorporation and Bylaws of the Company and similar governing instruments of each of its subsidiaries, each as amended to date (collectively, the "Company Charter DocumentsCOMPANY CHARTER DOCUMENTS"), and each such instrument is in full force and effect. Neither the Company nor any of its subsidiaries is in violation of any of the provisions of the Company Charter Documents. The Company has delivered or made available to Parent all proposed or considered amendments to the Company Charter Documents.

Organization; Subsidiaries. (a) The Company and each of its subsidiaries Subsidiaries identified in Schedule 3.1(a) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation in which it is organized and has all the requisite corporate power and authority, authority to carry on its business as now being conducted. The Company and all requisite qualifications each of its Subsidiaries is duly qualified or licensed to do business as a foreign corporation, to conduct its business in the manner in which its business and is currently being conducted, except where the failure to be so organized, existing or in good standing in each jurisdiction (domestic or foreign) in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary. Schedule 3.1(a) indicates the jurisdiction of organization of each Subsidiary of the Company and the Company’s direct or indirect equity interest therein. Attached to have Schedule 3.1(a) are complete and correct copies of the certificate of incorporation and bylaws, each as amended or restated, of the Company and similar governing instruments of each of its Subsidiaries (collectively, the “Charter Documents”), and each such powerinstrument is in full force and effect, authority and neither the Company, nor any of its Subsidiaries, is currently in violation or qualifications would not, individually or in breach of any of the aggregate, have a Material Adverse Effect (as defined in Section 8.3) on Companyprovisions of their respective Charter Documents. (b) Other than Except for the Company’s interest in the Subsidiaries set forth on Schedule 3.1(a) and except as set forth in Part 2.1 of the Company Disclosure Letteron Schedule 3.1(b), neither the Company nor any of the other corporations identified in Part 2.1 of the Company Disclosure Letter its Subsidiaries (i) owns any capital stock of, or any equity interest of any nature in, any corporation, partnership, joint venture arrangement or other business entityPerson, other than the entities identified in Part 2.1 or (ii) is a party to any agreement relating to a joint venture, partnership or similar arrangement or obligating any of the Company Disclosure Letterthem to discuss, consider or form any joint venture, partnership or similar arrangement, except for passive investments in equity interests of public companies as part of the cash management program of the Company. Neither the Company nor any of its subsidiaries Subsidiaries has agreed or is obligated to make, or is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect under which it may become obligated to make any future material investment in or material capital contribution to any other entityPerson. Neither the Company, nor any of its subsidiariesSubsidiaries, is a general partner of any general partnership, limited partnership or other similar entity. Part 2.1 of the Company Disclosure Letter indicates the jurisdiction of organization of each entity listed therein and Company's direct or indirect equity interest therein. (c) Company has delivered or made available to Parent a true and correct copy of the Certificate of Incorporation and Bylaws of Company and similar governing instruments of each of its subsidiaries, each as amended to date (collectively, the "Company Charter Documents"), and each such instrument is in full force and effect. Neither Company nor any of its subsidiaries is in violation of any of the provisions of the Company Charter Documents.

Organization; Subsidiaries. (a) Company and each of its material subsidiaries (which material subsidiaries are set forth on Part 2.1 to the Company Disclosure Letter) (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and in which it is organized; (ii) has all requisite the corporate or other power and authorityauthority to own, lease and all requisite qualifications operate its assets and property and to carry on its business as now being conducted; and (iii) except as would not be material to Company, is duly qualified or licensed to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except each jurisdiction where the failure to be so organizedcharacter of the properties owned, existing leased or in good standing operated by it or to have the nature of its activities makes such power, authority qualification or qualifications would not, individually or in the aggregate, have a Material Adverse Effect (as defined in Section 8.3) on Companylicensing necessary. (b) Other than as set forth the corporations identified in Part 2.1 of the Company Disclosure Letter, neither Company nor any of the other corporations identified in Part 2.1 of the Company Disclosure Letter owns any capital stock of, or any equity interest of any nature in, any corporation, partnership, joint venture arrangement or other business entity, other than the entities identified in Part 2.1 of the Company Disclosure Letter, except for passive investments in equity interests of public companies as part of the cash management program of Company. Neither Company nor any of its subsidiaries has agreed or is obligated to make, or is bound by any written, written or oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect under which it may become obligated to make any future material investment in or material capital contribution to any other entity. Neither Company, nor any of its subsidiaries, is has, at any time, been a general partner of any general partnership, limited partnership or other similar entity. Part 2.1 of the Company Disclosure Letter indicates the jurisdiction of organization of each entity listed therein and Company's direct or indirect equity interest therein. (c) Company has delivered or made available to Parent a true and correct copy of the Certificate of Incorporation and Bylaws of Company and similar governing instruments of each of its material subsidiaries, each as amended to date (collectively, the "Company Charter DocumentsCOMPANY CHARTER DOCUMENTS"), and each such instrument is in full force and effect. Neither Company nor any of its subsidiaries is in violation of any of the provisions of the Company Charter Documents. Company has delivered or made available to Parent all proposed or considered amendments to the Company Charter Documents.

Organization; Subsidiaries. (a) Company 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 power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect (as defined in Section 8.3) on Company. (b) Other than as set forth in Part 2.1 of the Company Disclosure Letter, neither Company nor any of the other corporations identified in Part 2.1 of the Company Disclosure Letter its subsidiaries owns any capital stock of, or any equity interest of any nature in, any corporation, partnership, joint venture arrangement or other business entity, other than the entities identified in Part 2.1 of the Company Disclosure Letter, except for passive investments in equity interests of public companies as part of the cash management program of Company. Neither Company nor any of its subsidiaries has agreed or is obligated to make, or is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect under which it may become obligated to make any future material investment in or material capital contribution to any other entity. Neither Company, nor any of its subsidiaries, is has, at any time, been a general partner of any general partnership, limited partnership or other similar entity. Part 2.1 of the Company Disclosure Letter indicates the jurisdiction of organization of each entity listed therein and Company's direct or indirect equity interest therein. (c) Company has delivered or made available to Parent a true and correct copy of the Certificate Articles of Incorporation and Bylaws of Company and similar governing instruments of each of its subsidiaries, each as amended to date (collectively, the "Company Charter DocumentsCOMPANY CHARTER DOCUMENTS"), and each such instrument is in full force and effect. Neither Company nor any of its subsidiaries is in violation of any of the provisions of the Company Charter Documents. Company has delivered or made available to Parent all proposed or considered amendments to the Company Charter Documents.

Organization; Subsidiaries. (a) The Company and each of its subsidiaries (which subsidiaries are identified on Part 2.1 of the Company Disclosure Schedule) (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and in which it is organized; (ii) has all requisite the corporate or other power and authorityauthority to own, lease and all requisite qualifications operate its assets and property and to carry on its business as now being conducted; and (iii) except as would not be material to the Company, is duly qualified or licensed to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except each jurisdiction where the failure to be so organizedcharacter of the properties owned, existing leased or in good standing operated by it or to have the nature of its activities makes such power, authority qualification or qualifications would not, individually or in the aggregate, have a Material Adverse Effect (as defined in Section 8.3) on Companylicensing necessary. (b) Other than as set forth the corporations identified in Part 2.1 of the Company Disclosure LetterSchedule, neither the Company nor any of the other corporations identified in Part 2.1 of the Company Disclosure Letter Schedule owns any capital stock of, or any equity interest of any nature in, any corporation, partnership, joint venture arrangement or other business entity, other than the entities identified in Part 2.1 of the Company Disclosure Letter, except for passive investments in equity interests of public companies as part of the cash management program of CompanySchedule. Neither the Company nor any of its subsidiaries has agreed or is obligated to make, or is bound by any written, written or oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect under which it may become obligated to make any future material investment in or material capital contribution to any other entity. Neither the Company, nor any of its subsidiaries, is has, at any time, been a general partner of any general partnership, limited partnership or other similar entity. Part 2.1 of the Company Disclosure Letter Schedule indicates the jurisdiction of organization of each entity listed therein and the Company's direct or indirect equity interest therein. (c) The Company has delivered or made available to Parent a true and correct copy of the Certificate of Incorporation and Bylaws of the Company and similar governing instruments of each of its subsidiaries, each as amended to date (collectively, the "Company Charter DocumentsCOMPANY CHARTER DOCUMENTS"), and each such instrument is in full force and effect. Neither the Company nor any of its subsidiaries is in violation of any of the provisions of the Company Charter Documents. The Company has delivered or made available to Parent all proposed or considered amendments to the Company Charter Documents.

Organization; Subsidiaries. (a) The Company and each of its subsidiaries identified in Section 3.1(a) -------------- of the written disclosure schedule delivered by Company to Parent (the "Company ------- Disclosure Schedule") is a corporation duly organized, validly existing and in good standing ------------------- under the laws of the jurisdiction of its incorporation in which it is organized and has all the requisite corporate power and authority, authority to carry on its business as now being conducted. The Company and all requisite qualifications each of its subsidiaries is duly qualified or licensed to do business as a foreign corporation, to conduct and is in good standing in each jurisdiction (domestic or foreign) in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in the manner in which its business is currently being conducted, except such jurisdictions where the failure to be so organized, existing qualified or in good standing or to have such power, authority or qualifications licensed would not, individually or in the aggregate, not have a Material Adverse Effect (as defined in Section 8.39.5) on the Company. Section 3.1(a) of the Company Disclosure Schedule indicates the -------------- jurisdiction of organization of each subsidiary of the Company and the Company's direct or indirect equity interest therein. True and correct copies of the Certificate of Incorporation and By-laws of the Company and copies of similar governing instruments of each of its subsidiaries (collectively, the "Company ------- Charter Documents") have been delivered to Parent and each such instrument is in ----------------- full force and effect. (b) Other than Except as set forth in Part 2.1 on Section 3.1(a) of the Company Disclosure Letter-------------- Schedule, neither the Company nor any of the other corporations identified in Part 2.1 of the Company Disclosure Letter its subsidiaries owns any capital stock of, or any equity interest of any nature in, any other corporation, partnership, joint venture arrangement or other business entity, other than the entities identified in Part 2.1 of the Company Disclosure Letter, except for passive investments in equity interests of public companies as part of the cash management program of the Company. All subsidiaries of the Company are owned by the Company in the manner set forth on Section 3.1(a) to the Company Disclosure -------------- Schedule. Neither the Company nor any of its subsidiaries has agreed or is obligated to make, or is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect nature under which it may become obligated to make any future material investment in or material capital contribution to any other entity. The Company does not have any subsidiaries that would constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X promulgated by the SEC other than Xitron, Incorporated, a Michigan corporation. Neither the Company, nor any of its subsidiaries, is a general partner of any general partnership, limited partnership or other similar entity. Part 2.1 of the Company Disclosure Letter indicates the jurisdiction of organization of each entity listed therein and Company's direct or indirect equity interest therein. (c) Company has delivered or made available to Parent a true and correct copy of the Certificate of Incorporation and Bylaws of Company and similar governing instruments of each of its subsidiaries, each as amended to date (collectively, the "Company Charter Documents"), and each such instrument is in full force and effect. Neither Company nor any of its subsidiaries is in violation of any of the provisions of the Company Charter Documents.

Organization; Subsidiaries. (a) The Company and each of its subsidiaries (which subsidiaries are identified on Part 3.1 of the Company Disclosure Schedule) (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized; (ii) has the corporate or other power and authority to own, lease and operate all of its incorporation assets and has all requisite corporate power properties and authority, to carry on its business as now being conducted; and all requisite qualifications (iii) is duly qualified or licensed to do business as a foreign corporationin each jurisdiction where (A) the nature of the business or activities conducted by it or the character or location of the properties and assets owned, to conduct its business in the manner in which its business is currently being conducted, except where leased or operated by it makes such qualification or licensing necessary and (B) the failure to be so organized, existing or qualified would result in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Company Material Adverse Effect (as defined in Section 8.3) on CompanyEffect. (b) Other than as set forth the corporations identified in Part 2.1 3.1 of the Company Disclosure LetterSchedule, neither the Company nor any of the other corporations identified in Part 2.1 3.1 of the Company Disclosure Letter Schedule owns any capital stock of, or any equity interest of any nature in, any corporation, partnership, joint venture arrangement or other business entity, other than the entities identified in Part 2.1 3.1 of the Company Disclosure LetterSchedule. The Company owns, except for passive investments in directly or indirectly, all of the issued and outstanding shares of capital stock or other equity ownership interests of public companies as part each subsidiary of the cash management program Company, free and clear of Companyall Encumbrances, and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of all preemptive rights, with no personal liability attaching to the ownership thereof. Neither the Company nor any of its subsidiaries has agreed or is obligated to make, or is bound by any written, written or oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect under which it may become obligated to make any future material investment in or material capital contribution to any other entity. Neither the Company, nor any of its subsidiaries, is has, at any time, been a general partner of any general partnership, limited partnership or other similar entity. Part 2.1 3.1 of the Company Disclosure Letter Schedule indicates the jurisdiction of organization of each entity listed therein and the Company's ’s direct or indirect equity interest therein. (c) The Company has delivered or made available to Parent a true true, correct and correct copy complete copies of the Certificate of Incorporation and Bylaws of the Company and similar governing instruments of each of its subsidiaries, each as amended to date (collectively, the "“Company Charter Documents"”), and each such instrument is in full force and effect. Neither the Company nor any of its subsidiaries is in violation of any of the provisions of the Company Charter Documents. The Company has delivered or made available to Parent all proposed or considered amendments to the Company Charter Documents.

Organization; Subsidiaries. (a) The Company and each of its subsidiaries (which subsidiaries are set forth on Part 2.1 to the Company Disclosure Letter) (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and in which it is organized; (ii) has all requisite the corporate or other power and authorityauthority to own, lease and all requisite qualifications operate its assets and property and to carry on its business as now being conducted; and (iii) except as would not be material to the Company, is duly qualified or licensed to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except each jurisdiction where the failure to be so organizedcharacter of the properties owned, existing leased or in good standing operated by it or to have the nature of its activities makes such power, authority qualification or qualifications would not, individually or in the aggregate, have a Material Adverse Effect (as defined in Section 8.3) on Companylicensing necessary. (b) Other than as set forth the corporations identified in Part 2.1 of the Company Disclosure Letter, neither the Company nor any of the other corporations identified in Part 2.1 of the Company Disclosure Letter owns any capital stock of, or any equity interest of any nature in, any corporation, partnership, joint venture arrangement or other business entity, other than the entities identified in Part 2.1 of the Company Disclosure Letter, except for passive investments in equity interests of public companies as part of the cash management program of the Company. Neither the Company nor any of its subsidiaries has agreed or is obligated to make, or is bound by any written, written or oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect under which it may become obligated to make any future material investment in or material capital contribution to any other entity. Neither Except for the Company's interest in Hidel Partners, neither the Company, nor any of its subsidiaries, is has, at any time, been a general partner of any general partnership, limited partnership or other similar entity. Part 2.1 of the Company Disclosure Letter indicates the jurisdiction of organization of each entity listed therein and the Company's direct or indirect equity interest therein. (c) The Company has delivered or made available to Parent a true and correct copy of the Certificate of Incorporation and Bylaws of the Company and similar governing instruments of each of its subsidiaries, each as amended to date (collectively, the "Company Charter DocumentsCOMPANY CHARTER DOCUMENTS"), and each such instrument is in full force and effect. Neither the Company nor any of its subsidiaries is in violation of any of the provisions of the Company Charter Documents. There are no proposed or considered amendments to the Company Charter Documents.

Organization; Subsidiaries. (a) The Company and each of its subsidiaries (which subsidiaries are identified on Part 2.1 of the Company Disclosure Schedule) (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and in which it is organized; (ii) has all requisite the corporate or other power and authorityauthority to own, lease and all requisite qualifications operate its assets and property and to carry on its business as now being conducted; and (iii) except as would not be material to the Company, is duly qualified or licensed to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except each jurisdiction where the failure to be so organizedcharacter of the properties owned, existing leased or in good standing operated by it or to have the nature of its activities makes such power, authority qualification or qualifications would not, individually or in the aggregate, have a Material Adverse Effect (as defined in Section 8.3) on Companylicensing necessary. (b) Other than as set forth the corporations identified in Part 2.1 of the Company Disclosure LetterSchedule, neither the Company nor any of the other corporations identified in Part 2.1 of the Company Disclosure Letter Schedule Table of Contents owns any capital stock of, or any equity interest of any nature in, any corporation, partnership, joint venture arrangement or other business entity, other than the entities identified in Part 2.1 of the Company Disclosure Letter, except for passive investments in equity interests of public companies as part of the cash management program of CompanySchedule. Neither the Company nor any of its subsidiaries has agreed or is obligated to make, or is bound by any written, written or oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect under which it may become obligated to make any future material investment in or material capital contribution to any other entity. Neither the Company, nor any of its subsidiaries, is has, at any time, been a general partner of any general partnership, limited partnership or other similar entity. Part 2.1 of the Company Disclosure Letter Schedule indicates the jurisdiction of organization of each entity listed therein and the Company's ’s direct or indirect equity interest therein. (c) The Company has delivered or made available to Parent a true and correct copy of the Certificate Articles of Incorporation and Bylaws of the Company and similar governing instruments of each of its subsidiaries, each as amended to date (collectively, the "“Company Charter Documents"”), and each such instrument is in full force and effect. Neither the Company nor any of its subsidiaries is in violation of any of the provisions of the Company Charter Documents. The Company has delivered or made available to Parent all proposed or considered amendments to the Company Charter Documents.