THAN THOSE LISTED IN SCHEDULE 3.1(A).
THE COMPANY OWNS, DIRECTLY OR
INDIRECTLY, ALL OF THE
6
CAPITAL STOCK OF EACH SUBSIDIARY FREE AND CLEAR OF ANY LIEN, AND ALL THE ISSUED
AND OUTSTANDING SHARES OF CAPITAL STOCK OF EACH SUBSIDIARY ARE VALIDLY ISSUED
AND ARE FULLY PAID, NON-ASSESSABLE AND FREE OF PREEMPTIVE AND SIMILAR RIGHTS.
(B)
ORGANIZATION AND QUALIFICATION.
EACH OF THE COMPANY AND THE
SUBSIDIARIES IS AN ENTITY DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF THE JURISDICTION OF ITS INCORPORATION , WITH THE CORPORATE
POWER TO CARRY ON ITS BUSINESS AS CURRENTLY CONDUCTED.
NEITHER THE COMPANY NOR
ANY SUBSIDIARY IS IN VIOLATION OF ANY OF THE PROVISIONS OF ITS RESPECTIVE
ARTICLES OF INCORPORATION, BYLAWS OR OTHER ORGANIZATIONAL OR CHARTER DOCUMENTS.
EACH OF THE COMPANY AND THE SUBSIDIARIES IS DULY QUALIFIED TO DO BUSINESS AND IS
IN GOOD STANDING AS A FOREIGN CORPORATION IN EACH JURISDICTION IN WHICH THE
NATURE OF THE BUSINESS CONDUCTED OR PROPERTY OWNED BY IT MAKES SUCH
QUALIFICATION NECESSARY, EXCEPT WHERE THE FAILURE TO BE SO QUALIFIED OR IN GOOD
STANDING, AS THE CASE MAY BE, COULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, (I)
ADVERSELY AFFECT THE LEGALITY, VALIDITY OR ENFORCEABILITY OF ANY TRANSACTION
DOCUMENT, (II) HAVE OR COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE EFFECT ON THE RESULTS OF OPERATIONS, ASSETS, CURRENT PROSPECTS, BUSINESS
OR CONDITION (FINANCIAL OR OTHERWISE) OF THE COMPANY AND THE SUBSIDIARIES, TAKEN
AS A WHOLE, OR (III) ADVERSELY IMPAIR THE COMPANY'S ABILITY TO PERFORM FULLY ON
A TIMELY BASIS ITS OBLIGATIONS UNDER ANY OF THE TRANSACTION DOCUMENTS (ANY OF
(I), (II) OR (III), A "MATERIAL ADVERSE EFFECT").
(C)
AUTHORIZATION; ENFORCEMENT.
THE COMPANY HAS THE REQUISITE
CORPORATE POWER TO ENTER INTO AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY
EACH OF THE TRANSACTION DOCUMENTS AND OTHERWISE TO CARRY OUT ITS OBLIGATIONS
HEREUNDER AND THEREUNDER.
THE EXECUTION AND DELIVERY OF EACH OF THE TRANSACTION
DOCUMENTS BY THE COMPANY AND THE CONSUMMATION BY IT OF THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY
ACTION ON THE PART OF THE COMPANY AND NO FURTHER CONSENT OR ACTION IS REQUIRED
BY THE COMPANY, ITS BOARD OF DIRECTORS OR ITS STOCKHOLDERS.
EACH OF THE
TRANSACTION DOCUMENTS HAS BEEN (OR UPON DELIVERY WILL BE) DULY EXECUTED BY THE
COMPANY AND IS, OR WHEN DELIVERED IN ACCORDANCE WITH THE TERMS HEREOF, WILL
CONSTITUTE, THE VALID AND BINDING OBLIGATION OF THE COMPANY ENFORCEABLE AGAINST
THE COMPANY IN ACCORDANCE WITH ITS TERMS, EXCEPT AS MAY BE LIMITED BY
BANKRUPTCY, REORGANIZATION, INSOLVENCY, MORATORIUM AND SIMILAR LAWS OF GENERAL
APPLICATION RELATING TO OR AFFECTING THE ENFORCEMENT OF RIGHTS OF CREDITORS, AND
EXCEPT AS ENFORCEABILITY OF THE OBLIGATIONS HEREUNDER ARE SUBJECT TO GENERAL
PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER SUCH ENFORCEABILITY IS CONSIDERED IN
A PROCEEDING IN EQUITY OR LAW).
(D)
NO CONFLICTS.
THE EXECUTION, DELIVERY AND PERFORMANCE OF THE
TRANSACTION DOCUMENTS BY THE COMPANY AND THE CONSUMMATION BY THE COMPANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY DO NOT AND