Merger Sub 1 and Merger Sub 2. Each of Merger Sub 1 and Merger Sub 2 (i) was formed solely for the purpose of entering into the transactions contemplated by this Agreement, (ii) since the date of its formation, has not carried on any business, conducted any operations or incurred any liabilities or obligations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto and (iii) solely with respect to Merger Sub 2, since the date of its formation, has been properly treated as disregarded as an entity separate from its owner for United States federal and applicable state and local income tax purposes, and no election has ever been made under Treasury Regulations Section 301.7701–3, or any similar provision of state or local Tax law, to treat Merger Sub 2, as an association taxable as a corporation for income Tax purposes.
Merger Sub 1 and Merger Sub 2. Merger Sub 1 and Merger Sub 2 were each organized solely for the purpose of entering into this Agreement and consummating the Transactions and have not engaged in any activities or business, and have incurred no liabilities or obligations whatsoever, in each case, other than those incident to its organization and the execution of this Agreement and the consummation of the transactions contemplated hereby. Merger Sub 1 is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Merger Sub 2 is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. Merger Sub 1 has full corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. Merger Sub 2 has full limited liability company power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Merger Sub 1 and Merger Sub 2 of this Agreement, the performance by Merger Sub 1 and Merger Sub 2 of their obligations hereunder and the consummation by Merger Sub 1 and Merger Sub 2 of the transactions contemplated hereby have been duly authorized by all requisite action on the part of Merger Sub 1 and Merger Sub 2, as applicable.
Merger Sub 1 and Merger Sub 2. Each of Merger Sub 1 and Merger Sub 2 has not (a) engaged in any business activities or conducted any operations other than entering into this Agreement and the Ancillary Agreements to which it is a party or (b) incurred any liabilities (whether accrued, absolute, contingent, known or unknown or otherwise) other than (i) in connection with its formation, (ii) liabilities for Taxes and (iii) its obligations under this Agreement and the Ancillary Agreements to which it is a party. All of the issued and outstanding limited liability company interests of Merger Sub 1 and Merger Sub 2 are owned beneficially and of record by Parent, free and clear of all Liens.
