Common use of Due Organization; Subsidiaries Clause in Contracts

Due Organization; Subsidiaries. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. (b) The Company is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) The Company has no Subsidiaries, except for the Entities identified in Section 2.1(c) of the Company Disclosure Schedule; and neither the Company nor any of the Entities identified in Section 2.1(c) of the Company Disclosure Schedule owns any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities identified in Section 2.1(c) of the Company Disclosure Schedule. Each of the Company’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be reasonably expected to have a Company Material Adverse Effect. (d) Neither the Company nor any of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither the Company nor any of its Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Company nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Company Each of Parent, First Merger Sub and Second Merger Sub is a corporation duly incorporated, validly existing and in good standing under the Laws of the State jurisdiction of Delaware its incorporation, and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound. Since their respective date of incorporation, except where the failure no Merger Sub has engaged in any activities other than activities incident to have such power its formation or authority would not reasonably be expected to prevent in connection with or materially delay the ability of the Company to consummate the Contemplated Transactionsas contemplated by this Agreement. (b) The Company Parent is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Parent Material Adverse Effect. (c) The Company Parent has no Subsidiaries, except for the Entities identified in Section 2.1(c3.1(c) of the Company Parent Disclosure Schedule; and neither the Company Parent nor any of the Entities identified in Section 2.1(c3.1(c) of the Company Disclosure Schedule owns any capital stock of, or any equity, ownership or profit profit-sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities identified in Section 2.1(c3.1(c) of the Company Disclosure Schedule. Each of the CompanyParent’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority authority: (i) to conduct its business in the manner in which its business is currently being conducted and conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure ; and (iii) to have such power or authority would not be reasonably expected to have a Company Material Adverse Effectperform its obligations under all Contracts by which it is bound. (d) Neither the Company Parent nor any of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entityEntity. Neither the Company Parent nor any of its Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Company Parent nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for for, any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware Delaware, and each of the Company’s Subsidiaries are set forth on Section 3.1 of the Company Disclosure Schedule (the Company and each such Subsidiary, an “Acquired Corporation” and collectively, the “Acquired Corporations”). Each Acquired Corporation has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power . Each Acquired Corporation is qualified or authority would not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. (b) The Company is duly licensed and qualified to do businessbusiness as a foreign corporation, and is in good standing (to the extent applicable standing, in such jurisdiction), under the Laws of all jurisdictions each jurisdiction where the nature of its business requires such licensing qualification or qualification other than in jurisdictions licensing, except where the such failure does not have, and would not reasonably be expected to be so qualified have, individually or in the aggregate would not be reasonably expected to have aggregate, a Company Material Adverse Effect. (cb) The Company has no Subsidiariesowns beneficially and of record all of the outstanding shares of capital stock or ordinary shares of the other Acquired Corporations, free and clear of all Encumbrances and transfer restrictions, except for transfer restrictions of general applicability as may be provided under the Entities identified in Section 2.1(c) Securities Act or applicable securities laws. Except for the shares of capital stock or ordinary shares of the Company Disclosure Schedule; and neither other Acquired Corporations held by the Company nor any of the Entities identified in Section 2.1(c) of the Company Disclosure Schedule owns any capital stock ofCompany, or any equityno Acquired Corporation owns, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities identified capital stock or equity interests in Section 2.1(c) of the Company Disclosure Schedule. Each of the Company’s Subsidiaries is a corporation (including any security or other legal entity duly organizedContract convertible into or exchangeable for any such equity or ownership interest), validly existing andor subscriptions, if applicableoptions, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate calls, warrants or rights (whether or not currently exercisable) to acquire, or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own securities convertible into or lease and use its property and assets in the manner in which its property and assets are currently owned exchangeable or leased and usedexercisable for, except where the failure to have such power any capital stock or authority would not be reasonably expected to have a Company Material Adverse Effect. (d) Neither the Company nor equity interests of any of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entityEntity. Neither the Company nor any of its Subsidiaries No Acquired Corporation has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Company nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Company Each of Meadow and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware Delaware, and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactionshave a Meadow Material Adverse Effect. (b) The Company Meadow is duly licensed and qualified to do business, business and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Meadow Material Adverse Effect. (c) The Company has no Subsidiaries, except for the Entities Each of Meadow’s Subsidiaries is identified in Section 2.1(c4.2(c) of the Company Meadow Disclosure Schedule; and neither the Company Meadow nor any of the Entities entities identified in Section 2.1(c4.2(c) of the Company Meadow Disclosure Schedule owns any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity entity other than the Entities entities identified in Section 2.1(c4.2(c) of the Company Meadow Disclosure Schedule. Each of the CompanyMeadow’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be reasonably expected to have a Company Meadow Material Adverse Effect. (d) Neither the Company Meadow nor any of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither the Company Meadow nor any of its Subsidiaries has agreed or is obligated to make, make or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entityentity. Neither the Company Meadow nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entityentity.

Due Organization; Subsidiaries. (a) The Company Each of the Acquired Companies is a corporation duly incorporatedorganized, validly existing and in good standing (in jurisdictions that recognize the concept of good standing) under the Laws laws of the State jurisdiction of Delaware its organization and has all necessary corporate corporate, limited liability company or other organizational power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, bound except with respect to Acquired Companies other than the Company where the failure to have such power be in good standing would not, individually or authority would not in the aggregate, reasonably be expected to prevent or materially delay be material to the ability Acquired Companies, taken as a whole. Each of the Company to consummate the Contemplated Transactions. (b) The Company Acquired Companies is duly qualified, registered or licensed and qualified to do businessbusiness as a foreign entity, and is in good standing (to in jurisdictions that recognize the extent applicable in such jurisdictionconcept of good standing), under the Laws laws of all jurisdictions where the nature of its business or the ownership or use of its assets requires such licensing qualification, registration or qualification other than in jurisdictions licensure, except where the that failure to be so qualified individually qualified, registered or in the aggregate licensed would not reasonably be reasonably expected to have or result in a Company Material Adverse Effect. (cb) The Company has no Subsidiaries, except for the Entities identified in Section 2.1(c) Part 2.1(b)-1 of the Company Disclosure Schedule contains an accurate and complete list, as of the date of this Agreement, of the name and jurisdiction of organization of each Subsidiary of the Company. Except as set forth in Part 2.1(b)-2 of the Disclosure Schedule; and , (i) neither the Company nor any of the Entities identified in Section 2.1(c) of the Company Disclosure Schedule other Acquired Companies owns any capital stock of, or any equity, ownership or profit sharing equity interest of any nature in, or controls directly or indirectly, any other Entity Entity, other than the Entities identified in Section 2.1(canother Acquired Company and other than marketable securities held for investment purposes that represent less than two percent (2%) of the Company Disclosure Schedule. Each outstanding capital stock of such Entity, (ii) none of the Company’s Subsidiaries is Acquired Companies has at any time since January 1, 2018 been a corporation general partner of any general or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws limited partnership and (iii) none of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be reasonably expected to have a Company Material Adverse Effect. (d) Neither the Company nor any of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither the Company nor any of its Subsidiaries Acquired Companies has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Company nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware Delaware, and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. (b) The Company is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) The Company has no Subsidiaries, except for the Entities identified in Section 2.1(c4.01(c) of the Company Disclosure Schedule; and neither the Company nor any of the Entities identified in Section 2.1(c4.01(c) of the Company Disclosure Schedule owns any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities identified in Section 2.1(c4.01(c) of the Company Disclosure Schedule. Each of the Company’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be reasonably expected to have a Company Material Adverse Effect. (d) Neither the Company nor any of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither the Company nor any of its Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Company nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Each of the Company and its Subsidiaries is a corporation or other legal entity duly incorporatedincorporated or formed, validly existing and in good standing under the Laws of the State jurisdiction of Delaware its incorporation or organization and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; , (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; used and (iii) to perform its obligations in all material respects under all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability . Section 3.1(a) of the Company to consummate Disclosure Schedule sets forth an accurate and complete list of Subsidiaries of the Contemplated TransactionsCompany and the respective equity ownership held by the Company in each Subsidiary. (b) The Each of the Company and its Subsidiaries is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business in the manner in which its business is currently being conducted requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) The Company has no Subsidiaries, except for the Entities identified in Except as set forth on Section 2.1(c3.1(a) of the Company Disclosure Schedule; and neither , the Company nor any of the Entities identified in Section 2.1(c) of has no Subsidiaries and the Company Disclosure Schedule owns does not own any capital stock or membership interests of, or any equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities identified in Section 2.1(c) of the Entity. The Company Disclosure Schedule. Each of the Company’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization not and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be reasonably expected to have a Company Material Adverse Effect. (d) Neither the Company nor any of its Subsidiaries is or has never otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither the The Company nor any of its Subsidiaries has not agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the The Company nor any of its Subsidiaries hashas not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws of the State of Delaware and has all necessary requisite corporate power and authority: (i) authority to conduct own, lease and operate its properties and assets and to carry on its business as presently conducted. The Company is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the manner aggregate, a Company Material Adverse Effect. (b) Each of the Company Subsidiaries is a legal Entity duly organized, validly existing and in which good standing under the Laws of its jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business is currently being as presently conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or and authority would not reasonably be expected to prevent have, individually or materially delay in the ability aggregate, a Company Material Adverse Effect. Each of the Company to consummate the Contemplated Transactions. (b) The Company Subsidiaries is duly licensed and qualified to do business, business and is in good standing (to the extent applicable as a foreign corporation or other legal Entity in such jurisdiction), under the Laws of all jurisdictions each jurisdiction where the nature ownership, leasing or operation of its assets or properties or conduct of its business requires such licensing or qualification other than in jurisdictions qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate would not be reasonably expected to have aggregate, a Company Material Adverse Effect. No Company Subsidiary is in material violation of its Company Organizational Documents. (c) The Company has no Subsidiariesdelivered or made available to Parent accurate and complete copies of the certificate of incorporation and bylaws (or similar organizational documents) of the Company and each Company Subsidiary that constitutes a “significant subsidiary” of the Company as defined in Rule 1-02(w) of Regulation S-X promulgated by the SEC as of the date hereof (collectively, except for the Entities identified “Company Organizational Documents”). The Company is not in material violation of its Company Organizational Documents. (d) Section 2.1(c2.1(d) of the Company Disclosure Schedule; and neither Letter sets forth the capital stock, equity interests or other direct or indirect ownership interests in any other Person owned by the Company nor or any of the Entities identified Company Subsidiaries other than capital stock, equity interests or other direct or indirect ownership interests of direct or indirect wholly owned Company Subsidiaries. All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Knowledge of the Company, been validly issued and are fully paid (in Section 2.1(cthe case of an interest in a limited partnership or a limited liability company, to the extent required under the applicable organizational documents of such Person) and nonassessable (if such Person is a corporate entity) and (ii) are owned by the Company, by one or more Company Subsidiaries or by the Company and one or more of the Company Disclosure Schedule owns any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities identified in Section 2.1(c) of the Company Disclosure Schedule. Each of the Company’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicableSubsidiaries, in good standing under the Laws each case free and clear of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be reasonably expected to have a Company Material Adverse EffectEncumbrances. (d) Neither the Company nor any of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither the Company nor any of its Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Company nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) (i) The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware Delaware, and (ii) each of the other Acquired Corporations, except for the Entities identified in Part 2.1(a) of the Disclosure Schedule, is a corporation, limited liability company or other legal Entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, as applicable, except in the case of clause “(ii)” where the failure to be in good standing would not have a Company Material Adverse Effect. Each of the Acquired Corporations has all necessary corporate or similar power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or own, lease and use its property and assets in the manner in which its property and assets are currently owned or owned, leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. (b) The Company Each of the Acquired Corporations is duly licensed and qualified to do businessbusiness as a foreign corporation, limited liability company or other legal entity and is in good standing (to the extent applicable in such jurisdiction)standing, under the Laws laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions qualification, except where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) The Company has no Subsidiaries, except for the Entities identified in Section Part 2.1(c) of the Company Disclosure Schedule; and neither the Company nor any of the other Entities identified in Section Part 2.1(c) of the Company Disclosure Schedule owns any capital stock of, any equity or any equity, ownership or profit sharing voting interest of any nature in, or controls directly any interest convertible into or indirectlyexchangeable or exercisable for any equity or voting interest of, any other Entity Entity, other than interests in the Entities identified in Section Part 2.1(c) of the Company Disclosure Schedule. Each of the Company’s Subsidiaries Entities identified in Part 2.1(c) of the Disclosure Schedule is a corporation wholly-owned direct or other legal entity duly organized, validly existing indirect subsidiary of the Company and, if applicableexcept as indicated in Part 2.1(c) of the Disclosure Schedule, no other Person holds any equity interest (contingent or otherwise) in good standing under such Entities. Part 2.1(c) of the Laws of Disclosure Schedule sets forth the jurisdiction of its incorporation or organization and has all necessary corporate or other power and authority of each such Entity. There is no Contract pursuant to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be reasonably expected to have a Company Material Adverse Effect. (d) Neither the Company nor any of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither the Company nor any of its Subsidiaries has agreed or is obligated to make, make or is bound by any Contract under which it may become obligated to make, make any future investment in or capital contribution to any other Entity. Neither the Company nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Company Parent is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws of the State of Delaware and has all necessary requisite corporate power and authority: (i) authority to conduct own, lease and operate its properties and assets and to carry on its business in the manner in which its business is currently being as presently conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or and authority would not reasonably be expected to prevent have, individually or materially delay in the ability of the Company to consummate the Contemplated Transactions. (b) The Company aggregate, a Parent Material Adverse Effect. Parent is duly licensed and qualified to do business, business and is in good standing (to the extent applicable as a foreign corporation in such jurisdiction), under the Laws of all jurisdictions each jurisdiction where the nature ownership, leasing or operation of its assets or properties or conduct of its business requires such licensing or qualification other than in jurisdictions qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate would not be reasonably expected to have aggregate, a Company Parent Material Adverse Effect. (cb) The Company has no Subsidiaries, except for the Entities identified in Section 2.1(c) of the Company Disclosure Schedule; and neither the Company nor any of the Entities identified in Section 2.1(c) of the Company Disclosure Schedule owns any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities identified in Section 2.1(c) of the Company Disclosure Schedule. Each of the Company’s Parent Subsidiaries is a corporation or other legal entity Entity duly organized, validly existing and, if applicable, and in good standing under the Laws of the its respective jurisdiction of its organization and organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of the Parent Subsidiaries has all necessary requisite corporate or other similar power and authority to conduct own, lease and operate its properties and assets and to carry on its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and usedas presently conducted, except where the failure to have such power or and authority would not reasonably be reasonably expected to have have, individually or in the aggregate, a Company Parent Material Adverse Effect. Each of the Parent Subsidiaries is qualified to do business and is in good standing as a foreign corporation or other legal Entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Parent has delivered or made available to the Company accurate and complete copies of the certificate of incorporation and bylaws of Parent (collectively, the “Parent Organizational Documents”), the certificate of incorporation and bylaws of Merger Sub Inc. and the certificate of formation and limited liability company agreement of Merger Sub LLC. Parent is not in material violation of the Parent Organizational Documents. (d) Neither All OpCo LLC Units have been validly issued and are fully paid, to the Company nor any extent required under the applicable organizational documents of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entityOpCo LLC. Neither the Company nor any of its Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Company nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any All of the debts Opco LLC Units held by Parent are held free and clear of all Encumbrances, other than transfer restrictions of general applicability as may be provided under the Securities Act or other obligations of, any general partnership, limited partnership applicable securities Laws or other Entityas set forth in the Opco LLC Agreement.

Due Organization; Subsidiaries. (a) The Company East is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws of the State of Delaware and Delaware. East has all necessary requisite corporate power and authority: (i) authority to conduct own, lease and operate its properties and assets and to carry on its business in the manner in which its business is currently being as presently conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or and authority would not reasonably be expected to prevent have, individually or materially delay in the ability of the Company to consummate the Contemplated Transactions. (b) The Company aggregate, an East Material Adverse Effect. East is duly licensed and qualified to do business, business and is in good standing (to the extent applicable as a foreign corporation in such jurisdiction), under the Laws of all jurisdictions each jurisdiction where the nature ownership, leasing or operation of its assets or properties or conduct of its business requires such licensing or qualification other than in jurisdictions qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate would not be reasonably expected to have a Company aggregate, an East Material Adverse Effect. (cb) The Company has no Subsidiaries, except for the Entities identified in Section 2.1(c) of the Company Disclosure Schedule; and neither the Company nor any of the Entities identified in Section 2.1(c) of the Company Disclosure Schedule owns any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities identified in Section 2.1(c) of the Company Disclosure Schedule. Each of the Company’s East Subsidiaries is a corporation or other legal entity Entity duly organized, validly existing and, if applicable, and in good standing under the Laws of the its respective jurisdiction of its organization and organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, an East Material Adverse Effect. Each of the East Subsidiaries has all necessary requisite corporate or other similar power and authority to conduct own, lease and operate its properties and assets and to carry on its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and usedas presently conducted, except where the failure to have such power or and authority would not reasonably be reasonably expected to have have, individually or in the aggregate, an East Material Adverse Effect. Each of the East Subsidiaries is qualified to do business and is in good standing as a Company foreign corporation or other legal Entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, an East Material Adverse Effect. (c) East has delivered or made available to Central accurate and complete copies of the certificate of incorporation and bylaws (or similar organizational documents) of East and each East Subsidiary that constitutes a “significant subsidiary” of East as defined in Rule 1-02(w) of Regulation S-X promulgated by the SEC as of the date hereof (collectively, the “East Organizational Documents”). (d) Neither Section 2.1(d) of the Company nor East Disclosure Letter sets forth East’s and any of its Subsidiaries is East Subsidiaries’ capital stock, equity interests or has otherwise been, directly other direct or indirectly, a party to, member of or participant indirect ownership interests in any partnershipother Person other than capital stock, joint venture equity interests or similar business entityother direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of East. Neither All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Company nor any Knowledge of its Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Company nor any of its Subsidiaries has, at any timeEast, been validly issued and are fully paid (in the case of an interest in a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entitya limited liability company, to the extent required under the applicable East Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by East, by one or more Subsidiaries of East or by East and one or more of the East Subsidiaries, in each case free and clear of all Encumbrances.

Due Organization; Subsidiaries. (a) The Company Central is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws of the State of Delaware and Delaware. Central has all necessary requisite corporate power and authority: (i) authority to conduct own, lease and operate its properties and assets and to carry on its business in the manner in which its business is currently being as presently conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or and authority would not reasonably be expected to prevent have, individually or materially delay in the ability of the Company to consummate the Contemplated Transactions. (b) The Company aggregate, a Central Material Adverse Effect. Central is duly licensed and qualified to do business, business and is in good standing (to the extent applicable as a foreign corporation in such jurisdiction), under the Laws of all jurisdictions each jurisdiction where the nature ownership, leasing or operation of its assets or properties or conduct of its business requires such licensing or qualification other than in jurisdictions qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate would not be reasonably expected to have aggregate, a Company Central Material Adverse Effect. (cb) The Company has no Subsidiaries, except for the Entities identified in Section 2.1(c) of the Company Disclosure Schedule; and neither the Company nor any of the Entities identified in Section 2.1(c) of the Company Disclosure Schedule owns any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities identified in Section 2.1(c) of the Company Disclosure Schedule. Each of the Company’s Central Subsidiaries is a corporation or other legal entity Entity duly organized, validly existing and, if applicable, and in good standing under the Laws of the its respective jurisdiction of its organization and organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a Central Material Adverse Effect. Each of the Central Subsidiaries has all necessary requisite corporate or other similar power and authority to conduct own, lease and operate its properties and assets and to carry on its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and usedas presently conducted, except where the failure to have such power or and authority would not reasonably be reasonably expected to have have, individually or in the aggregate, a Company Central Material Adverse Effect. Each of the Central Subsidiaries is qualified to do business and is in good standing as a foreign corporation or other legal Entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Central Material Adverse Effect. (c) Central has delivered or made available to East accurate and complete copies of the certificate of incorporation and bylaws (or similar organizational documents) of Central and each Central Subsidiary that constitutes a “significant subsidiary” of Central as defined in Rule 1-02(w) of Regulation S-X promulgated by the SEC as of the date hereof (collectively, the “Central Organizational Documents”) and the certificate of incorporation and bylaws of Merger Sub. (d) Neither Section 3.1(d) of the Company nor Central Disclosure Letter sets forth Central’s and any of its Subsidiaries is Central Subsidiaries’ capital stock, equity interests or has otherwise been, directly other direct or indirectly, a party to, member of or participant indirect ownership interests in any partnershipother Person other than capital stock, joint venture equity interests or similar business entityother direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of Central. Neither All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Company nor any Knowledge of its Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Company nor any of its Subsidiaries has, at any timeCentral, been validly issued and are fully paid (in the case of an interest in a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entitya limited liability company, to the extent required under the applicable Central Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by Central, by one or more Subsidiaries of Central or by Central and one or more of the Central Subsidiaries, in each case free and clear of all Encumbrances.

Due Organization; Subsidiaries. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. (b) The Company is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) The Company has no Subsidiaries, except for Subsidiaries and does not own (and has not owned at any time during the Entities identified in Section 2.1(cCompany’s current taxable year) of the Company Disclosure Schedule; and neither the Company nor any of the Entities identified in Section 2.1(c) of the Company Disclosure Schedule owns any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or controls control directly or indirectly, any other Entity other than the Entities identified in Section 2.1(c) of the Company Disclosure Schedule. Each of the Company’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be reasonably expected to have a Company Material Adverse EffectEntity. (d) Neither the The Company nor any of its Subsidiaries is or not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither the The Company nor any of its Subsidiaries has not agreed or to, is not obligated to make, or make and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the The Company nor any of its Subsidiaries hashas not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws of the State of Delaware and has all necessary requisite corporate power and authority: (i) authority to conduct own, lease and operate its properties and assets and to carry on its business in the manner in which its business is currently being as presently conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or and authority would not reasonably be expected to prevent have, individually or materially delay in the ability of the aggregate, a Company to consummate the Contemplated Transactions. (b) Material Adverse Effect. The Company is duly licensed and qualified to do business, business and is in good standing (to the extent applicable as a foreign corporation in such jurisdiction), under the Laws of all jurisdictions each jurisdiction where the nature ownership, leasing or operation of its assets or properties or conduct of its business requires such licensing or qualification other than in jurisdictions qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate aggregate, a Company Material Adverse Effect. (b) Each of the Company Subsidiaries is a legal Entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company Subsidiaries is qualified to do business and is in good standing as a foreign corporation or other legal Entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) The Company has no Subsidiaries, except for delivered or made available to Parent accurate and complete copies of the Entities identified in Section 2.1(ccertificate of incorporation and bylaws (or similar organizational documents) of the Company Disclosure Schedule; (the “Company Organizational Documents”) and neither each of the Company Subsidiaries that is a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X promulgated by the SEC (collectively with the Company Organizational Documents, the “Company Entities Organizational Documents”). Neither the Company nor any such Company Subsidiaries is in violation of the applicable Company Entities identified in Section 2.1(c) of the Company Disclosure Schedule owns Organizational Documents, except for any capital stock ofviolation that would not reasonably be expected to have, individually or any equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities identified in Section 2.1(c) of the Company Disclosure Schedule. Each of the Company’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and usedaggregate, except where the failure to have such power or authority would not be reasonably expected to have a Company Material Adverse Effect. (d) Neither Section 2.1(d) of the Company nor any of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither Disclosure Letter (i) sets forth the Company nor any of its Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Company nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for Company’s and any of the debts Company Subsidiaries’ capital stock, equity interests or other obligations ofdirect or indirect ownership interests in any other Person other than capital stock, any general partnershipequity interests or other direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of the Company, (ii) lists each of the Company Subsidiaries and their respective jurisdictions of organization and (iii) designates which of the Company Subsidiaries are “significant subsidiaries,” as defined in Rule 1-02(w) of Regulation S-X promulgated by the SEC. All such capital stock, equity interests or other direct or indirect ownership interests (x) have, to the Knowledge of the Company, been validly issued and are fully paid (in the case of an interest in a limited partnership or other Entitya limited liability company, to the extent required under the applicable organizational documents of such entity) and nonassessable (if such entity is a corporate entity) and (y) are owned by the Company, by one or more Company Subsidiaries or by the Company and one or more of the Company Subsidiaries, in each case free and clear of all Encumbrances.

Due Organization; Subsidiaries. (a) The Company Each of Parent and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware Delaware, and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company Parent and Merger Sub to consummate the Contemplated Transactions. Since the date of its incorporation, Merger Sub has not engaged in any activities other than activities incident to its formation or in connection with or as contemplated by this Agreement. (b) The Company Parent is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Parent Material Adverse Effect. (c) The Company Parent has no Subsidiaries, except for the Entities identified in Section 2.1(c3.1(c) of the Company Parent Disclosure Schedule; and neither the Company Parent nor any of the Entities identified in Section 2.1(c3.1(c) of the Company Parent Disclosure Schedule owns any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities identified in Section 2.1(c3.1(c) of the Company Parent Disclosure Schedule. Each of the CompanyParent’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be reasonably expected to have a Company Parent Material Adverse Effect. If following the date hereof but prior to the Closing, the Entity(ies) identified in Section 3.1(c) of the Parent Disclosure Schedule shall be sold pursuant to an Asset Disposition, then as of the Closing, the foregoing representations and warranties shall not apply to such Entity(ies). (d) Neither the Company Parent nor any of its Subsidiaries is or otherwise has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither the Company Parent nor any of its Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Company Parent nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Company Pi is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws of the State Commonwealth of Delaware and Virginia. Pi has all necessary requisite corporate power and authority: (i) authority to conduct own, lease and operate its properties and assets and to carry on its business in the manner in which its business is currently being as presently conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or and authority would not reasonably be expected to prevent have, individually or materially delay in the ability of the Company to consummate the Contemplated Transactions. (b) The Company aggregate, a Pi Material Adverse Effect. Pi is duly licensed and qualified to do business, business and is in good standing (to the extent applicable as a foreign corporation in such jurisdiction), under the Laws of all jurisdictions each jurisdiction where the nature ownership, leasing or operation of its assets or properties or conduct of its business requires such licensing or qualification other than in jurisdictions qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate would not be reasonably expected to have aggregate, a Company Pi Material Adverse Effect. (cb) The Company has no Subsidiaries, except for the Entities identified in Section 2.1(c) of the Company Disclosure Schedule; and neither the Company nor any of the Entities identified in Section 2.1(c) of the Company Disclosure Schedule owns any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities identified in Section 2.1(c) of the Company Disclosure Schedule. Each of the Company’s Pi Subsidiaries is a corporation or other legal entity Entity duly organized, validly existing and, if applicable, and in good standing under the Laws of the its respective jurisdiction of its organization and organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a Pi Material Adverse Effect. Each of the Pi Subsidiaries has all necessary requisite corporate or other similar power and authority to conduct own, lease and operate its properties and assets and to carry on its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and usedas presently conducted, except where the failure to have such power or and authority would not reasonably be reasonably expected to have have, individually or in the aggregate, a Company Pi Material Adverse Effect. Each of the Pi Subsidiaries is qualified to do business and is in good standing as a foreign corporation or other legal Entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Pi Material Adverse Effect. (c) Pi has delivered or made available to Lambda accurate and complete copies of the certificate of incorporation and bylaws (or similar organizational documents) of Pi and each Pi Subsidiary that constitutes a “significant subsidiary” of Pi as defined in Rule 1-02(w) of Regulation S-X promulgated by the SEC as of the date hereof (collectively, the “Pi Organizational Documents”) and prior to the Closing Date, the certificate of incorporation and bylaws of Merger Sub Inc. and the certificate of formation and limited liability company agreement of Merger Sub LLC. (d) Neither Section 3.1(d) of the Company nor Pi Disclosure Letter sets forth Pi’s and any of its Subsidiaries is Pi Subsidiaries’ capital stock, equity interests or has otherwise been, directly other direct or indirectly, a party to, member of or participant indirect ownership interests in any partnershipother Person, joint venture other than capital stock, equity interests or similar business entityother direct or indirect ownership interests or securities of direct or indirect wholly-owned Subsidiaries of Pi. Neither All such capital stock, equity interests or other direct or indirect ownership interests (i) have, to the Company nor any Knowledge of its Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Company nor any of its Subsidiaries has, at any timePi, been validly issued and are fully paid (in the case of an interest in a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entitya limited liability company, to the extent required under the applicable Pi Organizational Documents) and nonassessable (if such entity is a corporate entity) and (ii) are owned by Pi, by one or more Subsidiaries of Pi or by Pi and one or more of the Pi Subsidiaries, in each case free and clear of all Encumbrances.

Due Organization; Subsidiaries. (a) The Company Each of Keystone and its Subsidiaries is a corporation or other legal entity duly incorporatedincorporated or otherwise organized, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the State jurisdiction of Delaware its incorporation or organization and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; , (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; used and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. (b) The Company Each of Keystone and its Subsidiaries is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Keystone Material Adverse Effect. (c) The Company Except as set forth on Section 4.1(c) of the Keystone Disclosure Schedule, Keystone has no Subsidiaries, except for the Entities identified in Section 2.1(c) of the Company Disclosure Schedule; and neither the Company Keystone nor any of the Entities identified in Section 2.1(c4.1(c) of the Company Keystone Disclosure Schedule owns any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities identified in Section 2.1(c4.1(c) of the Company Keystone Disclosure Schedule. Each of the Company’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be reasonably expected to have a Company Material Adverse Effect. (d) Neither the Company Keystone nor any of its Subsidiaries is and or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither the Company Keystone nor any of its Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Company Keystone nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Company SDI is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. (b) The Company SDI is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company SDI Material Adverse Effect. (c) The Company SDI has no Subsidiaries, except for the Entities identified in Section 2.1(c) of the Company SDI Disclosure ScheduleLetter; and neither the Company SDI nor any of the Entities identified in Section 2.1(c) of the Company SDI Disclosure Schedule Letter owns any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities identified in Section 2.1(c) of the Company SDI Disclosure ScheduleLetter. Each Subsidiary of the Company’s Subsidiaries SDI is a corporation or other legal entity Entity duly organized, validly existing and, if applicable, in good standing and licensed and qualified to do business under the Laws of the jurisdiction of its organization and all jurisdictions where the nature of its business requires such licensing or qualification and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not reasonably be reasonably expected to have a Company SDI Material Adverse Effect. (d) Neither the Company nor any of its Subsidiaries is or SDI has otherwise been, directly or indirectly, consummated a party to, member of or participant in any partnership, joint venture or similar business entity. Neither the Company nor any of its Subsidiaries transaction whereby it has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Company nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any sold all of the debts equity interests in Standard Outdoor and as a result of such transaction all assets and liabilities relating to Standard Outdoor were conveyed to and assumed by the buyer of Standard Outdoor, and SDI has no ongoing Liability relating to (i) Standard Outdoor or other obligations of, any general partnership, limited partnership or other Entity(ii) the transaction in which Standard Outdoor was sold.

Due Organization; Subsidiaries. (a) The Company Each of Parent and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware Delaware, and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company Parent and Merger Sub to consummate the Contemplated Transactions. Since the date of its incorporation, Merger Sub has not engaged in any activities other than activities incident to its formation or in connection with or as contemplated by this Agreement. (b) The Company Parent is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Parent Material Adverse Effect. (c) The Company Parent has no Subsidiaries, except for the Entities identified in Section 2.1(c3.1(c) of the Company Parent Disclosure Schedule; and neither the Company Parent nor any of the Entities identified in Section 2.1(c3.1(c) of the Company Parent Disclosure Schedule owns any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities identified in Section 2.1(c3.1(c) of the Company Parent Disclosure Schedule. Each of the CompanyParent’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be reasonably expected to have a Company Parent Material Adverse Effect. (d) Neither the Company Parent nor any of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither the Company Parent nor any of its Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Company Parent nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Company Parent is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws of the State of Delaware and Parent has all necessary requisite corporate power and authority: (i) authority to conduct own, lease and operate its properties and assets and to carry on its business as presently conducted. Parent is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the manner aggregate, a Parent Material Adverse Effect. (b) Each of the Parent Subsidiaries is a legal Entity duly organized, validly existing and in which good standing under the Laws of its jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of the Parent Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business is currently being as presently conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or and authority would not reasonably be expected to prevent have, individually or materially delay in the ability aggregate, a Parent Material Adverse Effect. Each of the Company to consummate the Contemplated Transactions. (b) The Company Parent Subsidiaries is duly licensed and qualified to do business, business and is in good standing (to the extent applicable as a foreign corporation or other legal Entity in such jurisdiction), under the Laws of all jurisdictions each jurisdiction where the nature ownership, leasing or operation of its assets or properties or conduct of its business requires such licensing or qualification other than in jurisdictions qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate would not be reasonably expected to have aggregate, a Company Parent Material Adverse Effect. (c) The Parent has delivered or made available to the Company has no Subsidiaries, except for accurate and complete copies of the Entities identified in Section 2.1(ccertificate of incorporation and bylaws (or similar organizational documents) of Parent (collectively, the Company Disclosure Schedule; and neither the Company nor any “Parent Organizational Documents”). Parent is not in material breach of the Entities identified in Section 2.1(c) of the Company Disclosure Schedule owns any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities identified in Section 2.1(c) of the Company Disclosure Schedule. Each of the Company’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be reasonably expected to have a Company Material Adverse EffectParent Organizational Documents. (d) Neither the Company nor any of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither the Company nor any of its Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Company nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware and each of the other Acquired Companies is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws of the jurisdiction of its organization. Except as would not reasonably be expected to have or result in a Company Material Adverse Effect, each Acquired Company has all necessary corporate power or other power, as the case may be, and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability . Each of the Company to consummate the Contemplated Transactions. (b) The Company Acquired Companies is duly qualified, registered or licensed and qualified to do businessbusiness as a foreign entity, and is in good standing (with respect to the extent applicable in jurisdictions that recognize such jurisdictionconcept), under the Laws laws of all jurisdictions where the nature of its business or the ownership or use of its assets requires such licensing qualification, registration or qualification other than in jurisdictions licensure, except where the that failure to be so qualified individually qualified, registered or in the aggregate licensed would not reasonably be reasonably expected to have or result in a Company Material Adverse Effect. (cb) The Part 2.1(b)(i) of the Company has no SubsidiariesDisclosure Schedule contains an accurate and complete list, except for as of the Entities identified date of this Agreement, of the name and jurisdiction of organization of each Subsidiary of the Company. Except as set forth in Section 2.1(cPart 2.1(b)(ii) of the Company Disclosure Schedule; and , (i) neither the Company nor any of the Entities identified in Section 2.1(c) of the Company Disclosure Schedule other Acquired Companies owns any capital stock of, or any equity, ownership or profit sharing equity interest of any nature in, or controls directly or indirectly, any other Entity Entity, other than the Entities identified in Section 2.1(canother Acquired Company, (ii) none of the Company Disclosure Schedule. Each Acquired Companies has at any time been a general partner of any general or limited partnership and (iii) none of the Company’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be reasonably expected to have a Company Material Adverse Effect. (d) Neither the Company nor any of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither the Company nor any of its Subsidiaries Acquired Companies has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Company nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Company Each of Parent and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware Delaware, and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except except, in each of the foregoing cases, where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company Parent and Merger Sub to consummate the Contemplated Transactions. Since the date of its incorporation, Merger Sub has not engaged in any activities other than activities incident to its formation or in connection with or as contemplated by this Agreement. (b) The Company Parent is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Parent Material Adverse Effect. (c) The Company Parent has no Subsidiaries, except for the Entities identified in Section 2.1(c3.1(c) of the Company Parent Disclosure Schedule; and neither the Company Parent nor any of the Entities identified in Section 2.1(c3.1(c) of the Company Parent Disclosure Schedule owns any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities identified in Section 2.1(c3.1(c) of the Company Parent Disclosure Schedule. Each of the CompanyParent’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be reasonably expected to have a Company Parent Material Adverse Effect. (d) Neither the Company Parent nor any of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither the Company Parent nor any of its Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Company Parent nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware Delaware, and the Company’s only Subsidiaries are Decibel Securities Corporation, a security corporation duly organized, validly existing and in good standing under the laws of the State of Massachusetts (the “Securities Corporation Subsidiary”) and Decibel Therapeutics Australia Pty Ltd, a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Australia (the “Australian Subsidiary” and together with the Securities Corporation Subsidiary, the “Company Subsidiaries” and each, a “Company Subsidiary”) (each of the Company and the Company Subsidiaries, an “Acquired Corporation” and collectively, the “Acquired Corporations”). Each Acquired Corporation has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it . Each Acquired Corporation is bound, except where the failure to have such power qualified or authority would not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. (b) The Company is duly licensed and qualified to do businessbusiness as a foreign corporation, and is in good standing (to the extent applicable standing, in such jurisdiction), under the Laws of all jurisdictions each jurisdiction where the nature of its business requires such licensing qualification or qualification other than in jurisdictions licensing, except where the failure (i) does not have, and would not reasonably be expected to be so qualified have, individually or in the aggregate aggregate, a Material Adverse Effect and (ii) would not reasonably be reasonably expected to have prevent, materially delay or materially impair the ability of the Company to perform its obligations under this Agreement or to consummate the Offer and Merger in a Company Material Adverse Effecttimely manner. (cb) The Company has no owns beneficially and of record all of the outstanding shares of capital stock of the Company Subsidiaries, free and clear of all Encumbrances, except for transfer restrictions of general applicability as may be provided under the Entities identified in Section 2.1(c) Securities Act or applicable securities laws. Except for the shares of capital stock of the Company Disclosure Schedule; and neither Subsidiaries held by the Company nor any of the Entities identified in Section 2.1(c) of the Company Disclosure Schedule owns any capital stock ofCompany, or any equityno Acquired Corporation owns, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any capital stock or equity interests in (including any security or other Entity other than the Entities identified in Section 2.1(cContract convertible into or exchangeable for any such equity or ownership interest) of the Company Disclosure Scheduleany nature in any other Entity, or subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire, or other securities convertible into or exchangeable or exercisable for, any capital stock or equity interests of any Entity. Each None of the Company’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be reasonably expected to have a Company Material Adverse Effect. (d) Neither the Company nor any of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither the Company nor any of its Subsidiaries Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Company nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware Delaware, and the Company’s only Subsidiary is Checkmate Pharmaceuticals Security Corporation, Inc. a security corporation duly organized, validly existing and in good standing under the laws of the State of Massachusetts (the “Company Subsidiary”) (each of the Company and the Company Subsidiary, an “Acquired Corporation” and collectively, the “Acquired Corporations”). Each Acquired Corporation has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it . Each Acquired Corporation is bound, except where the failure to have such power qualified or authority would not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. (b) The Company is duly licensed and qualified to do businessbusiness as a foreign corporation, and is in good standing (to the extent applicable standing, in such jurisdiction), under the Laws of all jurisdictions each jurisdiction where the nature of its business requires such licensing qualification or qualification other than in jurisdictions licensing, except where the failure (i) does not have, and would not reasonably be expected to be so qualified have, individually or in the aggregate aggregate, a Material Adverse Effect and (ii) would not reasonably be reasonably expected to have prevent, materially delay or materially impair the ability of the Company to perform its obligations under this Agreement or to consummate the Offer and Merger in a Company Material Adverse Effecttimely manner. (cb) The Company has no Subsidiariesowns beneficially and of record all of the outstanding shares of capital stock of the Company Subsidiary, free and clear of all Encumbrances, except for transfer restrictions of general applicability as may be provided under the Entities identified in Section 2.1(c) Securities Act or applicable securities laws. Except for the shares of capital stock of the Company Disclosure Schedule; and neither Subsidiary held by the Company nor any of the Entities identified in Section 2.1(c) of the Company Disclosure Schedule owns any capital stock ofCompany, or any equityno Acquired Corporation owns, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any capital stock or equity interests in (including any security or other Entity other than the Entities identified in Section 2.1(cContract convertible into or exchangeable for any such equity or ownership interest) of the Company Disclosure Scheduleany nature in any other Entity, or subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire, or other securities convertible into or exchangeable or exercisable for, any capital stock or equity interests of any Entity. Each None of the Company’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be reasonably expected to have a Company Material Adverse Effect. (d) Neither the Company nor any of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither the Company nor any of its Subsidiaries Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Company nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws of the State laws of Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. (b) . The Company is duly qualified or licensed and qualified to do businessbusiness as a foreign Entity, and is in good standing (to the extent applicable standing, in such jurisdiction), under the Laws of all jurisdictions each jurisdiction where the nature of its business requires such licensing qualification or qualification other than in jurisdictions licensing, except where the failure to be so qualified individually qualified, licensed or in the aggregate good standing does not have and would not reasonably be reasonably expected to have a Company Material Adverse Effect. (cb) The Company has no Subsidiaries, except for the Entities identified in Section 2.1(c) of the Company Disclosure Schedule; and neither the Company nor any of the Entities identified in Section 2.1(c) of the Company Disclosure Schedule owns does not own any capital stock of, or any equityother equity interest of, ownership or profit sharing any equity interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities identified in Section 2.1(c) of the its Subsidiaries. The Company Disclosure Schedule. Each of the Company’s Subsidiaries has not agreed and is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be reasonably expected to have a Company Material Adverse Effect. (d) Neither the Company nor any of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither the Company nor any of its Subsidiaries has agreed or is obligated to make, or and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither . (c) Section 3.1(c) of the Company nor any Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company is a corporation or other business entity duly incorporated or organized (as applicable), validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its Subsidiaries hasjurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, at lease and operate the assets and properties that it purports to own, lease and operate and to carry on its business as now conducted, except where any timefailure thereof has not had, been and would not reasonably be expected to have a general partner of, or has otherwise been liable for any Material Adverse Effect. The Company owns all of the debts authorized and outstanding capital stock and other equity interests of each direct Subsidiary and a direct Subsidiary of the Company owns all of the authorized and outstanding capital stock and other equity interests of each other subsidiary, in each case free and clear of any and all Encumbrances (other than Permitted Encumbrances), options, warrants, proxies, voting rights or similar agreements, restrictions or limitations. Each such Subsidiary of the Company is duly qualified to do business and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified or in good standing has not had, and would not reasonably be expected to have a Material Adverse Effect. All the shares of each Subsidiary are fully paid or properly credited (under the applicable legislation in the jurisdiction of incorporation of the relevant Subsidiary) as fully paid. No agreement or arrangement (other obligations ofthan this Agreement) exists pursuant to which any Person has or may in the future have the right (exercisable now or in the future and whether contingent or not) to call for the issue, allotment, conversion or transfer of any general partnership, limited partnership share or other Entityloan capital in any Subsidiary (including by way of option or under any right of conversion or pre-emption).

Due Organization; Subsidiaries. (a) The Company is a corporation or other legal entity duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions; and (iii) to perform its obligations under all Contracts by which it is bound. (b) The Company is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) The Company has no Subsidiaries, except for the Entities identified in Section 2.1(c) of the Company Disclosure Schedule; and neither the Company nor any of the Entities Company’s Subsidiaries identified in Section 2.1(c) of the Company Disclosure Schedule owns any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or controls controls, directly or indirectly, any other Entity other than the Entities identified in Section 2.1(c) of the Company Disclosure Schedule. Each of the Company’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be reasonably expected to have a Company Material Adverse Effect. (d) Neither the Company nor any of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither the Company nor any of its Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Company nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Company Each of Parent, First Merger Sub and Second Merger Sub is a corporation duly incorporated, validly existing and in good standing under the Laws of the State jurisdiction of Delaware its incorporation, and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound. Since their respective date of incorporation, except where the failure no Merger Sub has engaged in any activities other than activities incident to have such power its formation or authority would not reasonably be expected to prevent in connection with or materially delay the ability of the Company to consummate the Contemplated Transactionsas contemplated by this Agreement. (b) The Company Parent is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Parent Material Adverse Effect. (c) The Company Parent has no Subsidiaries, except for the Entities identified in Section 2.1(c3.1(c) of the Company Parent Disclosure Schedule; and neither the Company Parent nor any of the Entities identified in Section 2.1(c3.1(c) of the Company Disclosure Schedule owns any capital stock of, or any equity, ownership or profit profit-sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities identified in Section 2.1(c3.1(c) of the Company Disclosure Schedule. Each of the CompanyParent’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority authority: (i) to conduct its business in the manner in which its business is currently being conducted and conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure ; and (iii) to have such power or authority would not be reasonably expected to have a Company Material Adverse Effectperform its obligations under all Contracts by which it is bound. (d) Neither the Company Parent nor any of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture venture, or similar business entityEntity. Neither the Company Parent nor any of its Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Company Parent nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for for, any of the debts or other obligations of, any general partnership, limited partnership partnership, or other Entity.

Due Organization; Subsidiaries. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except except, in each case, where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. (b) The Company is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) The As of the date of this Agreement, the Company has no Subsidiaries, except for the Entities identified in Section 2.1(c) of the Company Disclosure Schedule; and neither the Company nor any of the Entities identified in Section 2.1(c) of the Company Disclosure Schedule Company's Subsidiaries owns any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or controls controls, directly or indirectly, any other Entity Entity, other than the any Entities identified in Section 2.1(c) of the Company Disclosure Schedule. Each Schedule and any Entities through which the Company holds only cash or cash equivalents of the Company’s Subsidiaries is a corporation , or other legal entity duly organized, validly existing and, if applicablein which the Company holds only available-for-sale securities, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business each case, as determined in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be reasonably expected to have a Company Material Adverse Effectaccordance with GAAP. (d) Neither the Company nor any of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither the Company nor any of its Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Company nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State jurisdiction of Delaware and its organization. The Company has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, in each case of clauses (i)-(iii) (except where the failure to have such power or authority as set forth in Section 3.4), except as would not have, and would not reasonably be expected to prevent have, individually or materially delay in the ability of the Company to consummate the Contemplated Transactions. (b) aggregate, a Material Adverse Effect. The Company is duly qualified or licensed and qualified to do businessbusiness as a foreign corporation, and is in good standing (to the extent applicable standing, in such jurisdiction), under the Laws of all jurisdictions each jurisdiction where the nature of its business or the character or location of the assets owned or used by it requires such licensing qualification or qualification other than in jurisdictions licensing, except where the failure to be so qualified qualified, licensed or in good standing does not have, and would not reasonably be expected to have, individually or in the aggregate would not be reasonably expected to have aggregate, a Company Material Adverse Effect. (cb) The Company has no Subsidiaries, except for the Entities identified in Section 2.1(c3.1(b) of the Company Disclosure Schedule; Schedules identifies each Company Subsidiary and neither indicates its jurisdiction of organization. Neither the Company nor any of the Entities identified in Section 2.1(c) of the Company Disclosure Schedule Subsidiaries owns any capital stock of, or any equity, ownership or profit sharing interest other Equity Security of any nature inother Person, or controls directly or indirectly, any other Entity other than the Entities as identified in Section 2.1(c3.1(b) of the Company Disclosure ScheduleSchedules. Each None of the Company’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be reasonably expected to have a Company Material Adverse Effect. (d) Neither the Company nor any of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither the Company nor any of its Subsidiaries Entities has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither Person. (c) Each Company Subsidiary is a Person duly organized, validly existing and in good standing under the Company nor any laws of the jurisdiction of its Subsidiaries hasorganization, at any timeexcept where the failure to be in good standing does not have, been and would not reasonably be expected to have, individually or in the aggregate, a general partner ofMaterial Adverse Effect. Each Company Subsidiary 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 Contracts by which it is bound, in each case of clauses (i) - (iii) (except as set forth in Section 3.18), except as would not have, and would not reasonably be expected to have, individually or has otherwise been liable for any in the aggregate, a Material Adverse Effect. Each Company Subsidiary is qualified or licensed to do business as a foreign Person, and is in good standing, in each jurisdiction where the nature of its business or the character or location of the debts assets owned or other obligations ofused by it requires such qualification or licensing, any general partnershipexcept where the failure to be qualified, limited partnership licensed or other Entityin good standing does not have, and would not reasonably to expected to have, individually or in the aggregate, a Material Adverse Effect.

Due Organization; Subsidiaries. (a) The Company Each of PubCo and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the Laws of the State jurisdiction of Delaware its incorporation or organization and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; , (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; , and (iii) to perform its obligations under all Contracts by which it is bound, in each case, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company PubCo or Merger Sub to consummate the Contemplated TransactionsTransactions or have a PubCo Material Adverse Effect. Since the date of its incorporation, Merger Sub has not engaged in any activities or conducted any operations of any kind, entered into any agreement or arrangement with any Person, or incurred, directly or indirectly, any liabilities, in each case other than in connection with or as contemplated by this Agreement. Merger Sub is wholly owned by PubCo. (b) The Company Each of PubCo and Merger Sub is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business in the manner in which its business is currently being conducted requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company PubCo Material Adverse Effect. (c) The Company PubCo has no Subsidiaries, except for the Entities identified in Section 2.1(c) of the Company Disclosure Schedule; Subsidiaries other than Merger Sub and neither the Company nor any of the Entities identified in Section 2.1(c) of the Company Disclosure Schedule owns PubCo does not own any capital stock of, or any equity, equity ownership or profit sharing interest of any nature in, or controls control directly or indirectly, any other Entity other than the Entities identified in Section 2.1(c) of the Company Disclosure ScheduleMerger Sub. Each of the Company’s Subsidiaries PubCo is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization not and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be reasonably expected to have a Company Material Adverse Effect. (d) Neither the Company nor any of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither the Company nor any of its Subsidiaries PubCo has not agreed or and is not obligated to make, or nor is PubCo bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Company nor any of its Subsidiaries hasPubCo has not, at any time, been a general partner of, or and has not otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Company Parent is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws of the State of Delaware and Delaware. Parent has all necessary requisite corporate power and authority: (i) authority to conduct own, lease and operate its properties and assets and to carry on its business in the manner in which its business is currently being as presently conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or and authority would not reasonably be expected to prevent have, individually or materially delay in the ability of the Company to consummate the Contemplated Transactions. (b) The Company aggregate, a Parent Material Adverse Effect. Parent is duly licensed and qualified to do business, business and is in good standing (to the extent applicable as a foreign corporation in such jurisdiction), under the Laws of all jurisdictions each jurisdiction where the nature ownership, leasing or operation of its assets or properties or conduct of its business requires such licensing or qualification other than in jurisdictions qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate would not be reasonably expected to have aggregate, a Company Parent Material Adverse Effect. (cb) The Company has no Subsidiaries, except for the Entities identified in Section 2.1(c) of the Company Disclosure Schedule; and neither the Company nor any of the Entities identified in Section 2.1(c) of the Company Disclosure Schedule owns any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities identified in Section 2.1(c) of the Company Disclosure Schedule. Each of the Company’s Parent Subsidiaries is a corporation or other legal entity Entity duly organized, validly existing and, if applicable, and in good standing under the Laws of the its jurisdiction of its organization and organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of the Parent Subsidiaries has all necessary corporate requisite corporate, limited liability company, partnership or other applicable entity power and authority to conduct own, lease and operate its properties and assets and to carry on its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and usedas presently conducted, except where the failure to have such power or and authority would not reasonably be reasonably expected to have have, individually or in the aggregate, a Company Parent Material Adverse Effect. Each of the Parent Subsidiaries is qualified to do business and is in good standing as a foreign corporation or other legal Entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (dc) Neither Parent has delivered or made available to the Company nor any accurate and complete copies of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member the certificate of or participant in any partnership, joint venture incorporation and bylaws (or similar business entity. Neither organizational documents) of Parent (collectively, the Company nor any “Parent Organizational Documents”), the certificate of its Subsidiaries has agreed or is obligated to makeincorporation and bylaws of Merger Sub, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither and the Company nor any certificate of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any formation and limited liability company agreement of the debts or other obligations of, any general partnership, limited partnership or other EntityLLC Sub.

Due Organization; Subsidiaries. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. (b) The Company is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) The Company has no Subsidiaries, except for the Entities identified in Section 2.1(c) of the Company Disclosure Schedule; and neither . Neither the Company nor any of the Entities identified in Section 2.1(c) of the Company Disclosure Schedule owns any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities identified in Section 2.1(c) of the Company Disclosure Schedule. Each of the Company’s Subsidiaries is a corporation or other legal entity duly incorporated or otherwise organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization incorporation or organization, as applicable, and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be reasonably expected to have a Company Material Adverse Effect. (d) Neither the Company nor any of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither the Company nor any of its Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Company nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Company Each of Parent and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the Laws of the State jurisdiction of Delaware its incorporation, and has all necessary corporate power and authority: (i) authority to conduct its business in the manner in which its business is currently being conducted; (ii) conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company Parent and Merger Sub to consummate the Contemplated Transactions. Since the date of its incorporation, Merger Sub has not engaged in any activities other than activities incident to its formation or in connection with or as contemplated by this Agreement. (b) The Company Parent is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Parent Material Adverse Effect. (c) The Company Parent has no Subsidiaries, except for the Entities identified in Section 2.1(c3.1(c) of the Company Parent Disclosure Schedule; and neither the Company Parent nor any of the Entities identified in Section 2.1(c3.1(c) of the Company Disclosure Schedule owns any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities identified in Section 2.1(c3.1(c) of the Company Disclosure Schedule. Each of the CompanyParent’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be reasonably expected to have a Company Parent Material Adverse Effect. (d) Neither the Company Parent nor any of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither the Company Parent nor any of its Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Company Parent nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Company is a corporation public company, listed and traded on TASE, duly incorporated, organized and validly existing and in good standing under the Laws of the State of Delaware Israel, is not a “breaching company” under the Companies Law, and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. (b) The Company is duly licensed and qualified to do business, business and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) The Company has no Subsidiaries, Subsidiaries except for the Entities identified in Section 2.1(c‎2.1(c) of the Company Disclosure Schedule; and neither the Company nor any of the Entities identified in Section 2.1(c‎‎2.1(c) of the Company Disclosure Schedule owns any share capital stock of, or any equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities identified in Section 2.1(c‎‎2.1(c) of the Company Disclosure Schedule. Each of the Company’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be reasonably expected to have a Company Material Adverse Effect. (d) Neither Except as set forth in Section ‎2.1(d) of the Company nor any of its Subsidiaries Disclosure Schedule, the Company is or not and since March 24, 2021 has otherwise not been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither the The Company nor any of its Subsidiaries has not agreed or is obligated to make, make or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the The Company nor any of its Subsidiaries has, at any time, is not and has never been a general partner of, of or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (e) The Company is not subject to any delisting proceedings by ▇▇▇▇, nor does the Company foresee any reason for delisting proceedings to commence following the Effective Date contemplated hereby, nor is the Company subject to any enforcement action by the ISA, or equivalent enforcement entities, nor does the Company foresee any reason for the commencement of enforcement actions against the Company, or its Affiliates, following the Effective Date.

Due Organization; Subsidiaries. (a) The Company Each of Parent and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware Delaware, and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company Parent and Merger Sub to consummate the Contemplated Transactions. Since the date of its incorporation, Merger Sub has not engaged in any activities other than activities incident to its formation or in connection with or as contemplated by this Agreement. (b) The Company Parent is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Parent Material Adverse Effect. (c) The Company Other than (i) Merger Sub, and (ii) as disclosed in the Parent SEC Documents, Parent has no Subsidiaries, except for “significant subsidiaries” (as such term is defined in Rule 1-02 of Regulation S-X under the Entities identified in Section 2.1(c) of the Company Disclosure Schedule; and neither the Company nor any of the Entities identified in Section 2.1(c) of the Company Disclosure Schedule owns any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities identified in Section 2.1(c) of the Company Disclosure ScheduleSecurities Act). Each of the CompanyParent’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be reasonably expected to have a Company Parent Material Adverse Effect. (d) Neither the Company nor any of its Subsidiaries Parent is or not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither the Company nor any of its Subsidiaries Parent has not agreed or and is not obligated to make, or and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Company nor any of its Subsidiaries hasParent has not, at any time, been a general partner of, or and has not otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws of the State of Delaware and Delaware. The Company has all necessary requisite corporate power and authority: (i) authority to conduct own, lease and operate its properties and assets and to carry on its business in the manner in which its business is currently being as presently conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or and authority would not reasonably be expected to prevent have, individually or materially delay in the ability of the aggregate, a Company to consummate the Contemplated Transactions. (b) Material Adverse Effect. The Company is duly licensed and qualified to do business, business and is in good standing (to the extent applicable as a foreign corporation in such jurisdiction), under the Laws of all jurisdictions each jurisdiction where the nature ownership, leasing or operation of its assets or properties or conduct of its business requires such licensing or qualification other than in jurisdictions qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate aggregate, a Company Material Adverse Effect. (b) Each of the Company Subsidiaries is a legal Entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, except where the failure to be so organized, existing or in good standing would not reasonably be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company Subsidiaries has all requisite corporate, limited liability company, partnership or other applicable entity power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company Subsidiaries is qualified to do business and is in good standing as a foreign corporation or other legal Entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) The Company has no Subsidiaries, except for delivered or made available to Parent accurate and complete copies of the Entities identified in Section 2.1(ccertificate of incorporation and bylaws (or similar organizational documents) of the Company Disclosure Schedule; and neither the each Company nor any of the Entities identified in Section 2.1(c) Subsidiary that constitutes a “significant subsidiary” of the Company Disclosure Schedule owns any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities identified as defined in Section 2.1(cRule 1-02(w) of Regulation S-X promulgated by the Company Disclosure Schedule. Each SEC as of the Company’s Subsidiaries is a corporation or other legal entity duly organizeddate hereof (collectively, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be reasonably expected to have a “Company Material Adverse EffectOrganizational Documents”). (d) Neither the Company nor any of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither the Company nor any of its Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Company nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Company has been duly incorporated and is validly existing as a corporation duly incorporated, validly existing and in good standing under the Laws laws of the State of Delaware and has all necessary Delaware, with full corporate power and authority: authority to own, lease and operate its properties and conduct its business as described in the SEC Reports. The Company has no Subsidiaries other than the Subsidiaries listed on Exhibit 21.1 to its Annual Report on Form 10-K for the year ended December 31, 2023. The Company owns all of the issued and outstanding membership interests or capital stock of each of the Subsidiaries, and other than the membership interests or capital stock of the Subsidiaries, the Company does not own, directly or indirectly, any shares of stock or any other equity interests or long-term debt securities of any corporation, firm, partnership, joint venture, association or other entity. Complete and correct copies of the charters and the bylaws or similar governing documents of the Company have been filed with the Commission on ▇▇▇▇▇, and no changes therein will be made on or after the date hereof through and including the Closing (i) other than the filing of the Certificate of Designation). Each Subsidiary has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with full limited liability company or corporate power and authority to own, lease and operate its properties and to conduct its business as described in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. (b) The Company SEC Reports. Each Subsidiary is duly licensed and qualified to do business, business as a foreign limited liability company or corporation and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions each jurisdiction where the nature ownership or leasing of its properties or the conduct of its business requires such licensing or qualification other than in jurisdictions qualification, except where the failure to be so qualified and in good standing would not, individually or in the aggregate would not aggregate, reasonably be reasonably expected to have a Company Material Adverse Effect. (c) The Company has no Subsidiaries, except for the Entities identified in Section 2.1(c) . All of the Company Disclosure Schedule; outstanding membership interests or shares of capital stock of each of the Subsidiaries have been duly authorized and neither validly issued, are fully paid and non-assessable, have been issued in compliance with all applicable securities laws, were not issued in violation of any preemptive right, resale right, right of first refusal or similar right and are owned by the Company nor any of the Entities identified in Section 2.1(c) of the Company Disclosure Schedule owns any capital stock ofsubject to no security interest, other encumbrance or any equityadverse claims, ownership or profit sharing interest of any nature inand no options, or controls directly or indirectly, any other Entity other than the Entities identified in Section 2.1(c) of the Company Disclosure Schedule. Each of the Company’s Subsidiaries is a corporation warrants or other legal entity duly organizedrights to purchase, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be reasonably expected to have a Company Material Adverse Effect. (d) Neither the Company nor any of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither the Company nor any of its Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Company nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any of the debts agreements or other obligations of, any general partnership, limited partnership to issue or other Entityrights to convert any obligation into shares of capital stock or ownership interests in the Subsidiaries are outstanding.

Due Organization; Subsidiaries. (a) The Company Each of Parent and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the Laws of the State its jurisdiction of Delaware incorporation, and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company Parent and Merger Sub to consummate the Contemplated Transactions. Since the date of its incorporation, Merger Sub has not engaged in any activities other than activities incident to its formation or in connection with or as contemplated by this Agreement. (b) The Company Parent is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Parent Material Adverse Effect. (c) The Company Parent has no Subsidiaries, except for the Entities identified in Section 2.1(c3.1(c) of the Company Parent Disclosure Schedule; Schedule; and neither the Company Parent nor any of the Entities identified in Section 2.1(c3.1(c) of the Company Parent Disclosure Schedule owns any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities identified in Section 2.1(c3.1(c) of the Company Parent Disclosure Schedule. Each of the CompanyParent’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be reasonably expected to have a Company Parent Material Adverse Effect. (d) Neither the Company Parent nor any of its Subsidiaries is are or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither the Company Parent nor any of its Subsidiaries has have agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Company Parent nor any of its Subsidiaries hashave, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership partnership, or other Entity.

Due Organization; Subsidiaries. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except except, in each of the foregoing cases, where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. (b) The Company is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) The Company has no Subsidiaries, except for the Entities identified in Section 2.1(cNina (China) of the Company Disclosure Schedule; Corp. and Nina Footwear Limited, and neither the Company Company, Nina (China) Corp. nor any of the Entities identified in Section 2.1(c) of the Company Disclosure Schedule Nina Footwear Limited, owns any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than entity, except for the Entities identified in Section 2.1(cCompany’s control of Nina (China) of the Company Disclosure ScheduleCorp. and Nina Footwear Limited. Each of the Company’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be reasonably expected to have a Company Material Adverse Effect. (d) Neither the Company nor any of its Subsidiaries has, is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. . (e) Neither the Company nor any of its Subsidiaries has owns any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other entity, except as described in subsection (c), above. (f) Neither Company nor any of its Subsidiaries have agreed or is are obligated to make, or is are bound by any Contract under which it they may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Company nor any of its Subsidiaries hashave, at any time, been a general partner of, or has have otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Company Each of Milan and its Subsidiaries is a corporation or other legal entity duly incorporatedincorporated or otherwise organized, validly existing and and, to the extent applicable in such jurisdiction, in good standing under the Laws laws of the State jurisdiction of Delaware its incorporation or organization and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound. Since the date of their respective incorporation, except where the failure to neither HoldCo nor Merger Sub have such power engaged in any activities other than in connection with or authority would not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactionsas contemplated by this Agreement. (b) The Company is duly To the extent such concept or a similar concept exists in the relevant jurisdiction, each of Milan and its Subsidiaries are licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Milan Material Adverse Effect. (c) The Company Milan has no Subsidiaries, except for the Entities identified in Section 2.1(c3.1(c) of the Company Milan Disclosure Schedule; and neither the Company Milan nor any of the Entities identified in Section 2.1(c3.1(c) of the Company Milan Disclosure Schedule owns any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities identified in Section 2.1(c3.1(c) of the Company Milan Disclosure Schedule. Each of the Company’s Subsidiaries Milan is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization not and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be reasonably expected to have a Company Material Adverse Effect. (d) Neither the Company nor any of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither the Company Milan nor any of its Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Company Milan nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Company is a corporation or other legal entity duly incorporatedincorporated or otherwise organized, validly existing and in good standing under the Laws of the State of Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, in each case, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. (b) The Company is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) The Company has no Subsidiaries, except for the Entities identified in Section 2.1(c) of the Company Disclosure Schedule; and neither the Company nor any of the Entities identified in Section 2.1(c) of the Company Disclosure Schedule owns any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities identified in Section 2.1(c) of the Company Disclosure Schedule. Each of the Company’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be reasonably expected to have a Company Material Adverse Effect. (d) Neither the Company nor any of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither the Company nor any of its Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Company nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Company Each of Nobul and its Subsidiaries is a corporation or other legal entity duly incorporatedincorporated or otherwise organized, validly existing and in good standing (to the extent applicable in such jurisdiction) under the Laws of the State jurisdiction of Delaware its incorporation or organization and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; , (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; used and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. (b) The Company Each of Nobul and its Subsidiaries is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Nobul Material Adverse Effect. (c) The Company Except as set forth on Section 4.1(c) of the Nobul Disclosure Schedule, Nobul has no Subsidiaries, except for the Entities identified in Section 2.1(c) of the Company Disclosure Schedule; and neither the Company Nobul nor any of the Entities identified in Section 2.1(c4.1(c) of the Company Nobul Disclosure Schedule owns any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities identified in Section 2.1(c4.1(c) of the Company Nobul Disclosure Schedule. Each of the Company’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be reasonably expected to have a Company Material Adverse Effect. (d) Neither the Company Nobul nor any of its Subsidiaries is and or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither the Company Nobul nor any of its Subsidiaries has agreed or is obligated to make, make or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Company nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Company is a corporation duly incorporatedorganized, validly existing existing, and in good standing under the Laws of the State of Delaware Law and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. (b) The Company is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) The Company has no Subsidiaries, except for the Entities identified in Section 2.1(c) of the Company Disclosure Schedule; and neither the Company nor any of the Entities identified in Section 2.1(c) of the Company Disclosure Schedule owns any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities identified in Section 2.1(c) of the Company Disclosure Schedule. Each of the Company’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority to (i) conduct its business in the manner in which its business is currently being conducted and to (ii) own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used. The Company is qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to have such power be so qualified, licensed, or authority in good standing would not not, individually or in the aggregate, reasonably be reasonably expected likely to have a Company Material Adverse Effect. (db) Neither Section 3.01(b) of the Company nor any Disclosure Schedule identifies each Subsidiary of the Company (each, a “Company Subsidiary,” and collectively, the “Company Subsidiaries”) and indicates its jurisdiction of organization. Each Company Subsidiary is a corporation or other business entity duly incorporated or organized (as applicable), validly existing, and in good standing (to the extent a concept of “good standing” is applicable) under the Laws of its Subsidiaries jurisdiction of incorporation or organization and has all necessary power and authority to (i) conduct its business in the manner in which its business is currently being conducted and (ii) own and use its assets in the manner in which its assets are currently owned and used, and is qualified or has otherwise beenlicensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed, or in good standing would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect. All outstanding shares of capital stock or voting securities of, or other equity interests in, each Company Subsidiary have been validly issued and are owned by the Company, by another Company Subsidiary, or by the Company and another Company Subsidiary, free and clear of all Encumbrances other than restrictions imposed by applicable securities laws or the organizational documents of any such Subsidiary or any Permitted Encumbrances. Except for its interests in the Company Subsidiaries, the Company does not own, directly or indirectly, a party toany capital stock of, member of or participant in other equity or similar interests in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture venture, association, or similar business other entity. Neither the No Company nor any Subsidiary is in violation of its Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Company nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any of the debts provisions of its certificate of incorporation or other obligations ofbylaws (or equivalent organizational documents), any general partnershipexcept for violations that would not, limited partnership individually or other Entityin the aggregate, reasonably be likely to have a Material Adverse Effect.

Due Organization; Subsidiaries. (a) The Company Each of Parent and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the Laws of Nevada, with respect to Parent, and the Laws of the State of Delaware with respect to Merger Sub, and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company Parent and Merger Sub to consummate the Contemplated Transactions. Since the date of its incorporation, Merger Sub has not engaged in any activities other than activities incident to its formation or in connection with or as contemplated by this Agreement. (b) The Company Parent is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Parent Material Adverse Effect. (c) The Company Parent has no Subsidiaries, except for the Entities identified in Section 2.1(c3.1(c) of the Company Parent Disclosure Schedule; and neither the Company Parent nor any of the Entities identified in Section 2.1(c3.1(c) of the Company Parent Disclosure Schedule owns any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities identified in Section 2.1(c3.1(c) of the Company Parent Disclosure Schedule. Each Subsidiary of the Company’s Subsidiaries Parent is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be reasonably expected to have a Company Parent Material Adverse Effect. (d) Neither the Company Parent nor any of its Subsidiaries is or otherwise has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither the Company Parent nor any of its Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Company Parent nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State jurisdiction of Delaware and its organization. The Company has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound, in each case of clauses (i)-(iii) (except where the failure to have such power or authority as set forth in Section 3.18), except as would not have, and would not reasonably be expected to prevent have, individually or materially delay in the ability of the Company to consummate the Contemplated Transactions. (b) aggregate, a Material Adverse Effect. The Company is duly qualified or licensed and qualified to do businessbusiness as a foreign corporation, and is in good standing (to the extent applicable standing, in such jurisdiction), under the Laws of all jurisdictions each jurisdiction where the nature of its business or the character or location of the assets owned or used by it requires such licensing qualification or qualification other than in jurisdictions licensing, except where the failure to be so qualified qualified, licensed or in good standing does not have, and would not reasonably be expected to have, individually or in the aggregate would not be reasonably expected to have aggregate, a Company Material Adverse Effect. (cb) The Company has no Subsidiaries, except for the Entities identified in Section 2.1(cPart 3.1(b) of the Company Disclosure Schedule; and neither the Company nor any of the Entities identified in Section 2.1(c) Letter identifies each Subsidiary of the Company Disclosure Schedule owns any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities identified in Section 2.1(c) of the Company Disclosure Schedule. Each of the Company’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the and indicates its jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be reasonably expected to have a Company Material Adverse Effect. (d) Neither the Company nor any of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entityorganization. Neither the Company nor any of its Subsidiaries owns any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity, other than as identified in Part 3.1(b) of the Company Disclosure Letter. None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither . (c) Each Subsidiary of the Company nor any is an Entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its Subsidiaries hasorganization, at any timeexcept where the failure to be in good standing does not have, been and would not reasonably be expected to have, individually or in the aggregate, a general partner of, or has otherwise been liable for any Material Adverse Effect. Each Subsidiary of the debts Company 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 Contracts by which it is bound, in each case of clauses (i)-(iii) (except as set forth in Section 3.18), except as would not have, and would not reasonably be expected to have, individually or other obligations ofin the aggregate, any general partnershipa Material Adverse Effect. Each Subsidiary of the Company is qualified or licensed to do business as a foreign Entity, limited partnership and is in good standing, in each jurisdiction where the nature of its business or other Entitythe character or location of the assets owned or used by it requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Due Organization; Subsidiaries. (a) The Company Each of Parent, First Merger Sub and Second Merger Sub is a corporation duly incorporated, validly existing and in good standing under the Laws of the State jurisdiction of Delaware its incorporation, and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound. Since their respective date of incorporation, except where the failure no Merger Sub has engaged in any activities other than activities incident to have such power its formation or authority would not reasonably be expected to prevent in connection with or materially delay the ability of the Company to consummate the Contemplated Transactionsas contemplated by this Agreement. (b) The Company Parent is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Parent Material Adverse Effect. (c) The Company Parent has no Subsidiaries, except for the Entities identified in Section 2.1(c3.1(c) of the Company Parent Disclosure Schedule; and neither the Company Parent nor any of the Entities identified in Section 2.1(c3.1(c) of the Company Parent Disclosure Schedule owns any capital stock of, or any equity, ownership or profit profit-sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities identified in Section 2.1(c3.1(c) of the Company Parent Disclosure Schedule. Each of the CompanyParent’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority authority: (i) to conduct its business in the manner in which its business is currently being conducted and conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure ; and (iii) to have such power or authority would not be reasonably expected to have a Company Material Adverse Effectperform its obligations under all Contracts by which it is bound. (d) Neither the Company Parent nor any of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entityEntity. Neither the Company Parent nor any of its Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Company Parent nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for for, any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware Alabama and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; used; and (iii) to perform its obligations under all Contracts by which it is bound, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. (b) The Company is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) The Company has no Subsidiaries, except for the Entities identified in Section 2.1(c) of the Company Disclosure Schedule; Schedule; and neither the Company nor any of the Entities identified in Section 2.1(c) of the Company Disclosure Schedule owns own any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities identified in Section 2.1(c) of the Company Disclosure Schedule. Each of the Company’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be reasonably expected to have a Company Material Adverse Effect. (d) Neither the Company nor any of its Subsidiaries is are or has have otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither the Company nor any of its Subsidiaries has have agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Company nor any of its Subsidiaries hashave, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware Delaware, and the Company’s only Subsidiaries are duly organized, validly existing and (where applicable) in good standing under the laws of their respective jurisdictions of incorporation (together, the “Company Subsidiaries” and each, a “Company Subsidiary”) (each of the Company and the Company Subsidiaries, an “Acquired Corporation” and collectively, the “Acquired Corporations”). Each Acquired Corporation has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it . Each Acquired Corporation is bound, except where the failure to have such power qualified or authority would not reasonably be expected to prevent or materially delay the ability of the Company to consummate the Contemplated Transactions. (b) The Company is duly licensed and qualified to do businessbusiness as a foreign corporation, and is in good standing (to the extent applicable standing, in such jurisdiction), under the Laws of all jurisdictions each jurisdiction where the nature of its business requires such licensing qualification or qualification other than in jurisdictions licensing, except where the failure (1) does not have, and would not reasonably be expected to be so qualified have, individually or in the aggregate aggregate, a Material Adverse Effect and (2) would not reasonably be reasonably expected to have prevent, materially delay or materially impair the ability of the Company to perform its obligations under this Agreement or to consummate the Offer and Merger in a Company Material Adverse Effecttimely manner. (cb) The Company has no owns beneficially and of record all of the outstanding shares of capital stock of the Company Subsidiaries, free and clear of all Encumbrances, except for transfer restrictions of general applicability as may be provided under the Entities identified in Section 2.1(c) Securities Act or applicable securities laws. Except for the shares of capital stock of the Company Disclosure Schedule; and neither Subsidiaries held by the Company nor any of the Entities identified in Section 2.1(c) of the Company Disclosure Schedule owns any capital stock ofCompany, or any equityno Acquired Corporation owns, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any capital stock or equity interests in (including any security or other Entity other than the Entities identified in Section 2.1(cContract convertible into or exchangeable for any such equity or ownership interest) of the Company Disclosure Scheduleany nature in any other Entity, or subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire, or other securities convertible into or exchangeable or exercisable for, any capital stock or equity interests of any Entity. Each None of the Company’s Subsidiaries is a corporation or other legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of the jurisdiction of its organization and has all necessary corporate or other power and authority to conduct its business in the manner in which its business is currently being conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used, except where the failure to have such power or authority would not be reasonably expected to have a Company Material Adverse Effect. (d) Neither the Company nor any of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither the Company nor any of its Subsidiaries Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Company nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.