Common use of Subsidiaries; Due Organization; Organizational Documents Clause in Contracts

Subsidiaries; Due Organization; Organizational Documents. (a) Section 3.1(a) of the AMMA Disclosure Schedule identifies each Subsidiary of AMMA (the “AMMA Subsidiaries”). Neither AMMA nor any AMMA Subsidiary owns any capital stock of, or any equity interest of any nature in, any other Entity. AMMA has not agreed nor is it obligated to make, nor is it bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. AMMA has not, at any time, been a general partner or manager of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership, limited liability company or other Entity. (b) Each of AMMA and any AMMA Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation (where such concept is applicable) 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 and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all AMMA Contracts. (c) Each of AMMA and any AMMA Subsidiary 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 other than in jurisdictions where the failure to be so qualified would not constitute a AMMA Material Adverse Effect. (d) Each director and officer of AMMA and any AMMA Subsidiary as of the date of this Agreement is set forth in Section 3.1(d) of the AMMA Disclosure Schedule. (e) AMMA has delivered or made available to SCWorx accurate and complete copies of (i) the charter and organizational documents, including all currently effective amendments thereto, for AMMA and each AMMA Subsidiary (as applicable); and (ii) any code of conduct or similar policy adopted by AMMA or by the AMMA Board of Directors or any committee thereof. Neither AMMA nor any AMMA Subsidiary has taken any action in breach or violation of any of the provisions of its charter or organizational documents (as applicable), except as would not reasonably be expected to have, individually or in the aggregate, a AMMA Material Adverse Effect.

Subsidiaries; Due Organization; Organizational Documents. (a) Section 3.1(a) of the AMMA Disclosure Schedule identifies each Subsidiary of AMMA (the “AMMA Subsidiaries”). Neither AMMA nor Acer does not have any AMMA Subsidiary owns Subsidiaries and does not own any capital stock of, or any equity interest of any nature in, any other Entity. AMMA Acer has not neither agreed nor is it obligated to make, nor is it bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. AMMA Acer has not, at any time, been a general partner or manager of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership, limited liability company partnership or other Entity. (b) Each of AMMA and any AMMA Subsidiary Acer is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation (where such concept is applicable) 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 and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all AMMA Acer Contracts. (c) Each of AMMA and any AMMA Subsidiary Acer 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 other than in jurisdictions where the failure to be so qualified would not constitute a AMMA an Acer Material Adverse Effect. (d) Each director and officer of AMMA and any AMMA Subsidiary Acer as of the date of this Agreement is set forth in Section 3.1(d2.1(d) of the AMMA Acer Disclosure Schedule. (e) AMMA Acer has delivered or made available to SCWorx Opexa accurate and complete copies of (i) the its certificate of incorporation, bylaws and other charter and organizational documents, including all currently effective amendments thereto, for AMMA and each AMMA Subsidiary (as applicable); and (ii) any code of conduct or similar policy adopted by AMMA or by the AMMA Board of Directors or any committee thereof. Neither AMMA nor any AMMA Subsidiary has taken any action Acer is not in breach or material violation of any of the provisions of its charter or organizational documents (as applicable), except as would not reasonably be expected to have, individually or in the aggregate, a AMMA Material Adverse Effectdocuments.