The Company has no direct or indirect subsidiaries other than those set forth on Schedule 3.1(a) hereto. Except as set forth on Schedule 3.1(a) hereto, the Company owns or controls, directly or indirectly, all of the capital stock or comparable equity interests of each Subsidiary free and clear of any Lien, and all issued and outstanding shares of capital stock or comparable equity interest of each Subsidiary are validly issued and are (in the case of any Subsidiary that is a corporation) fully paid and non-assessable, and free of preemptive and similar rights.