PART HEREOF, THE COMPANY HEREBY MAKES THE
REPRESENTATIONS AND WARRANTIES SET FORTH BELOW TO EACH PURCHASER.
(A) SUBSIDIARIES.
ALL OF THE DIRECT AND INDIRECT SUBSIDIARIES OF THE COMPANY
ARE SET FORTH ON SCHEDULE 3.1(A).
THE COMPANY OWNS, DIRECTLY OR INDIRECTLY, ALL
OF THE CAPITAL STOCK OR OTHER EQUITY INTERESTS OF EACH SUBSIDIARY FREE AND CLEAR
OF ANY LIENS, 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 TO SUBSCRIBE FOR OR PURCHASE SECURITIES.
(B) ORGANIZATION AND QUALIFICATION.
EXCEPT AS DESCRIBED IN SCHEDULE 3.1(B), THE
COMPANY AND EACH OF THE SUBSIDIARIES, IS AN ENTITY DULY INCORPORATED OR
OTHERWISE ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING (UNLESS SUCH
SUBSIDIARY IS INDICATED TO BE "INACTIVE" ON SCHEDULE 3.1(A) ATTACHED HERETO AND
WHICH SUBSIDIARIES HAVE NO MATERIAL ASSETS) UNDER THE LAWS OF THE JURISDICTION
OF ITS INCORPORATION OR ORGANIZATION (AS APPLICABLE), WITH THE REQUISITE
CORPORATE POWER AND AUTHORITY TO OWN AND USE ITS PROPERTIES AND ASSETS AND TO
CARRY ON ITS BUSINESS AS CURRENTLY CONDUCTED.
NEITHER THE COMPANY NOR ANY
SUBSIDIARY IS IN VIOLATION OR DEFAULT OF ANY OF THE PROVISIONS OF ITS RESPECTIVE
CERTIFICATE OR ARTICLES OF INCORPORATION, BYLAWS OR OTHER ORGANIZATIONAL OR
CHARTER DOCUMENTS.
EACH OF THE COMPANY AND THE SUBSIDIARIES IS DULY QUALIFIED
TO CONDUCT BUSINESS AND IS IN GOOD STANDING AS A FOREIGN CORPORATION OR OTHER
ENTITY 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
HAVE OR REASONABLY BE EXPECTED TO RESULT IN (I) A MATERIAL ADVERSE EFFECT ON THE
LEGALITY, VALIDITY OR ENFORCEABILITY OF ANY TRANSACTION DOCUMENT, (II) A
MATERIAL ADVERSE EFFECT ON THE RESULTS OF OPERATIONS, ASSETS, BUSINESS OR
CONDITION (FINANCIAL OR OTHERWISE) OF THE COMPANY AND THE SUBSIDIARIES, TAKEN AS
A WHOLE, OR (III) A MATERIAL ADVERSE EFFECT ON THE COMPANY'S ABILITY TO PERFORM
IN ANY MATERIAL RESPECT ON A TIMELY BASIS ITS OBLIGATIONS UNDER ANY TRANSACTION
DOCUMENT (ANY OF (I), (II) OR (III), A "MATERIAL ADVERSE EFFECT") AND NO
PROCEEDING HAS BEEN INSTITUTED IN ANY SUCH JURISDICTION REVOKING, LIMITING OR
CURTAILING OR SEEKING TO REVOKE, LIMIT OR CURTAIL SUCH POWER AND AUTHORITY OR
QUALIFICATION.
(C) AUTHORIZATION; ENFORCEMENT.
THE COMPANY HAS THE REQUISITE CORPORATE POWER
AND AUTHORITY 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
7
CONSUMMATION BY IT OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY HAVE BEEN
DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION ON THE PART OF THE COMPANY AND
NO FURTHER ACTION IS REQUIRED BY THE COMPANY, ITS BOARD OF DIRECTORS OR ITS
STOCKHOLDERS IN CONNECTION THEREWITH OTHER THAN IN CONNECTION WITH THE REQUIRED
APPROVALS.
EACH TRANSACTION DOCUMENT HAS BEEN (OR