Common use of Organization; Subsidiaries Clause in Contracts

Organization; Subsidiaries. (a) Each Target Company (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 requisite corporate or other power and authority to own, lease and operate its assets and properties and to carry on its business as now being conducted; and (iii) 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, except where the failure to be so qualified or licensed would not have a Company Material Adverse Effect. Part 2.1(a) of the Company Disclosure Schedule lists each Subsidiary of the Company and each jurisdiction where any Target Company is qualified or licensed to do business. Part 2.1(a) of the Company Disclosure Schedule indicates the jurisdiction of organization of each entity listed therein, the capitalization of each such entity (other than the Company), and the ownership of all securities of such entity, including the direct or indirect equity interest of each Target Company therein (all of which are held free and clear of all Encumbrances). (b) Other than the Subsidiaries identified in Part 2.1(a) of the Company Disclosure Schedule, no Target Company owns any capital stock of, or any equity interest of any nature in, any Person. No Target Company has agreed or is obligated to make, or is bound by any written or oral Contract 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 investment in or capital contribution to any other Person. No Target Company has at any time been a general partner of any general partnership, limited partnership or other Person. (c) The Company has delivered or made available to Parent true and correct copies of the 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. No Target Company 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 that the Company intends to adopt on or prior to the Closing Date. (d) Part 2.1(d) of the Company Disclosure Schedule lists all of the current directors and officers (or equivalent) of each Target Company.

Organization; Subsidiaries. (a) Each Target 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 in which it is organized; (ii) has the requisite corporate or other power and authority to own, lease and operate its assets and properties property and to carry on its business as now being conducted; and (iii) except as would not reasonably be expected to have a Material Adverse Effect (as defined in Section 8.3(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, except where . (b) Neither the failure to be so qualified or licensed would not have a Company Material Adverse Effect. nor any of the other corporations identified in Part 2.1(a) 2.1 of the Company Disclosure Schedule lists each Subsidiary of the Company and each jurisdiction where any Target Company is qualified or licensed to do business. Part 2.1(a) of the Company Disclosure Schedule indicates the jurisdiction of organization of each entity listed therein, the capitalization of each such entity (other than the Company), and the ownership of all securities of such entity, including the direct or indirect equity interest of each Target Company therein (all of which are held free and clear of all Encumbrances). (b) Other than the Subsidiaries identified in Part 2.1(a) of the Company Disclosure Schedule, no Target Company owns any capital stock of, or any equity interest of any nature in, any Personcorporation, partnership, joint venture arrangement or other business entity, other than the entities identified in Part 2.1 of the Company Disclosure Schedule. No Target Neither the Company nor any of its subsidiaries has agreed or is obligated to make, or is bound by any written or oral Contract agreement, contract, lease, instrument, note, option, warranty, purchase order, license, 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 investment in or capital contribution to any other Personentity. No Target Company has Neither the Company, nor any of its subsidiaries, has, at any time time, been a general partner of any general partnership, limited partnership or other Personentity. Part 2.1 of the Company Disclosure 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 copies copy of the Articles of Incorporation and Bylaws of the Company and similar governing instruments of each of its Subsidiariessubsidiaries, each as amended to date (collectively, the "COMPANY CHARTER DOCUMENTS"), and each such instrument is in full force and effect. No Target The Company is has not taken any action 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 that the Company intends to adopt on or prior to the Closing Date. (d) Part 2.1(d) Articles of Incorporation and Bylaws of the Company Disclosure Schedule lists all Company. None of the current directors and officers (or equivalent) Company's subsidiaries have taken any action in violation of each Target its respective governing instruments, except as would not reasonably be expected to have a Material Adverse Effect on the Company.

Organization; Subsidiaries. (a) Each Target Company Title and each of its subsidiaries (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 requisite corporate or other applicable entity power and authority to own, lease and operate its assets and properties and to carry on its business as now being conducted; and (iii) except as would not be material to Title, 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, except where the failure to be so qualified or licensed would not have a Company Material Adverse Effect. Part 2.1(a) of the Company Disclosure Schedule lists each Subsidiary of the Company and each jurisdiction where any Target Company is qualified or licensed to do business. Part 2.1(a) of the Company Disclosure Schedule indicates the jurisdiction of organization of each entity listed therein, the capitalization of each such entity (other than the Company), and the ownership of all securities of such entity, including the direct or indirect equity interest of each Target Company therein (all of which are held free and clear of all Encumbrances). (b) Other than the Subsidiaries corporations identified in Part 2.1(a) 3.1 of the Company Disclosure ScheduleTitle Schedules, no Target Company neither Title nor any of the other corporations or other entities identified in Part 3.1 of the Title Schedules owns any capital stock of, or any equity interest of any nature in, any Personcorporation, partnership, joint venture arrangement or other business entity, other than the entities identified in Part 3.1 of the Title Schedules, except for passive investments in equity interests of public companies as part of the cash management program of the Title. No Target Company Neither Title nor any of its subsidiaries has agreed or is obligated to make, or is bound by any written written, oral or oral Contract 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 investment in or capital contribution to any other Personentity. No Target Company has Neither Title nor any of its subsidiaries, has, at any time time, been a general partner of any general partnership, limited partnership or other Personentity. Part 3.1 of the Title Schedules indicates the jurisdiction of organization of each entity listed therein and Title's direct or indirect equity interest therein. (c) The Company Title has delivered or made available to Parent a true and correct copies copy of the Articles of Incorporation and Bylaws of the Company Title and similar governing instruments of each of its Subsidiariessubsidiaries, each as amended to date (collectively, the "COMPANY CHARTER DOCUMENTS")date, and each such instrument is in full force and effect. No Target Company 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 that the Company intends to adopt on or prior to the Closing Date. (d) Part 2.1(d) of the Company Disclosure Schedule lists all of the current directors and officers (or equivalent) of each Target Company.

Organization; Subsidiaries. (a) Each Target Company (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 requisite corporate or other power and authority to own, lease and operate its assets and properties and to carry on its business as now being conducted; and (iii) 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, except where the failure to be so qualified or licensed would not have a Company Material Adverse Effect. Part 2.1(a) of the Company Disclosure Schedule lists each Subsidiary of the Company and each jurisdiction where any Target Company is qualified or licensed to do business. Part 2.1(a) of the Company Disclosure Schedule indicates the jurisdiction of organization of each entity listed therein, the capitalization of each such entity (other than the Company), and the ownership of all securities of such entity, including the direct or indirect equity interest of each Target Company therein (all of which are held free and clear of all Encumbrances). (b) Other than the Subsidiaries identified in Part 2.1(a) of the Company Disclosure Schedule, no Target Company owns any capital stock of, or any equity interest of any nature in, any Person. No Target Company has agreed or is obligated to make, or is bound by any written or oral Contract 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 investment in or capital contribution to any other Person. No Target Company has at any time been a general partner of any general partnership, limited partnership or other Person. (c) The Company has delivered or made available to Parent true and correct copies of the 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"“Company Charter Documents”), and each such instrument is in full force and effect. No Target Company 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 that the Company intends to adopt on or prior to the Closing Date. (d) Part 2.1(d) of the Company Disclosure Schedule lists all of the current directors and officers (or equivalent) of each Target Company.

Organization; Subsidiaries. (a) 3.1.1 Each Target Company (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 requisite corporate or other power and authority to own, lease and operate its assets and properties property and to carry on its business as now being conducted; and (iii) 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, except where the failure to be so qualified or licensed would not have a Company Material Adverse Effect. Part 2.1(a) Part 3.1.1 of the Company Disclosure Schedule lists each Subsidiary of the Company and each jurisdiction where any Target Company is qualified or licensed to do business. Part 2.1(a) 3.1.1 of the Company Disclosure Schedule indicates the jurisdiction of organization of each entity listed therein, the capitalization of each such entity (other than the Company), and the ownership of all securities of such entity, including the direct or indirect equity interest of each Target Company therein (all of which are held free and clear of all Encumbrances). (b) 3.1.2 Other than the Subsidiaries corporations identified in Part 2.1(a) 3.1.1 of the Company Disclosure Schedule, no Target Company owns any capital stock of, or any equity interest of any nature in, any Person. No Target Company has agreed or is obligated to make, or is bound by any written or oral Contract agreement, contract, lease, instrument, note, option, warranty, purchase order, license, 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 investment in or capital contribution to any other Person. No Target Company has at any time been a general partner of any general partnership, limited partnership or other Person. (c) 3.1.3 The Company has delivered or made available to Parent true and correct copies of the Articles 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. No Target Company 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 that the Company intends to adopt on or prior to the Closing DateDocuments. (d) 3.1.4 Part 2.1(d) 3.1.4 of the Company Disclosure Schedule lists all of the current directors and officers (or equivalent) of each Target Company.

Organization; Subsidiaries. 2.1.1 The Company and each of its subsidiaries (a) Each Target Company which subsidiaries are set forth on Schedule 2.1, the "Subsidiaries") (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 requisite corporate or other power and authority to own, lease and operate its assets and properties 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 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, except . Each jurisdiction where the failure to be so qualified Company or licensed would not have a Company Material Adverse Effect. Part 2.1(a) of the Company Disclosure Schedule lists each Subsidiary of the Company and each jurisdiction where any Target Company Subsidiaries is qualified or licensed to do business. Part 2.1(a) of the Company Disclosure business is listed on Schedule indicates the jurisdiction of organization of each entity listed therein, the capitalization of each such entity (other than the Company), and the ownership of all securities of such entity, including the direct or indirect equity interest of each Target Company therein (all of which are held free and clear of all Encumbrances)2.1. (b) 2.1.2 Other than the Subsidiaries identified in Part 2.1(a) capital stock of the Subsidiaries, neither the Company Disclosure Schedule, no Target Company nor the Subsidiaries owns any capital stock of, or any equity interest of any nature in, any Personcorporation, partnership, joint venture arrangement or other business entity. No Target Neither the Company nor any of the Subsidiaries has agreed or is obligated to make, or is bound by any written or oral Contract as in effect as agreement, contract, lease, instrument, note, option, warranty, purchase order, license, insurance policy, benefit plan or legally binding commitment or undertaking of the date hereof or as may hereinafter be in effect any nature under which it may become is obligated to make any future investment in or capital contribution to any other Personentity. No Target Neither the Company has nor any of the Subsidiaries has, at any time time, been a general partner of any general partnership, limited partnership or other Personentity. Schedule 2.1 indicates the jurisdiction of organization of each of the Subsidiaries and the Company's direct or indirect equity interest therein. (c) 2.1.3 The Company has delivered or made available to Parent Buyer a true and correct copies copy of the Articles of Incorporation and Bylaws of the Company and similar governing instruments of each of its the Subsidiaries, each as amended to date (collectively, the "COMPANY CHARTER DOCUMENTSCompany Charter Documents"), and each such instrument is in full force and effect. No Target Neither the Company nor any of the 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 that the Company intends to adopt on or prior to the Closing Date. (d) Part 2.1(d) 2.1.4 The minute books of the Company Disclosure Schedule lists and the Subsidiaries contain in all material respects records of all meetings and consents in lieu of meetings of each such company's board of directors (and any committees thereof, whether permanent or temporary) and shareholders since the date of its incorporation and are accurate in all material respects, and such records accurately reflect in all material respects all transactions referred to in such minutes and consents. The stock books of the current Company and each Subsidiary accurately reflect record ownership of each such company's capital stock. The Buyer has been provided with a copy of or access to such minutes or consents and stock books. Schedule 2.1 sets forth a list of the directors and officers (or equivalent) of the Company and each Target CompanySubsidiary.