Common use of Organization, Standing and Power; Subsidiaries Clause in Contracts

Organization, Standing and Power; Subsidiaries. (a) The Company is a limited liability company duly organized, validly existing and in good standing under the Laws of Arkansas, has all requisite limited liability company power and authority to own, lease and operate its properties and assets and to carry on the Business as now being conducted, and is duly qualified to do business and is in good standing as a foreign limited liability company in each jurisdiction listed in Section 3.1(a) of the Seller Disclosure Schedule, which jurisdictions constitute as of the date hereof the only jurisdictions in which the character of the properties it owns, operates or leases or the nature of its activities makes such qualification necessary or advisable. (b) The Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the names “CTEH”, “Center for Toxicology and Environmental Health, LLC” and “The Center for Toxicology and Environmental Health, LLC”. (c) Section 3.1(c) of the Seller Disclosure Schedule accurately sets forth (i) the names of the managers of the Company, (ii) the names of the members of the Company and the Seller and (iii) the FEIN of the Company. (d) Section 3.1(d) of the Seller Disclosure Schedule sets forth, as of the date hereof, all Subsidiaries of the Company and all Subsidiaries of Seller, together with the jurisdiction of organization of each such Subsidiary. All the membership interests in each Subsidiary of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are owned directly or indirectly by the Company free and clear of all Encumbrances. Except as set forth in Section 3.1(d) of the Seller Disclosure Schedule, the Company does not currently have, and has never had, any Subsidiaries or a minority investment in any entity.

Organization, Standing and Power; Subsidiaries. (ai) The Company Western and each of its Subsidiaries (as defined in Section 8.11), including Merger Sub, is a limited liability company corporation or other organization duly organized, validly existing and in good standing under the Laws laws of Arkansasits jurisdiction of incorporation or organization, has all the requisite limited liability company power and authority to own, lease and operate its properties and assets and to carry on the Business its business as now being conducted, and is duly qualified and in good standing to do business and is in good standing as a foreign limited liability company in each jurisdiction listed in Section 3.1(a) which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure so to qualify or to be in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Western or Merger Sub. The copies of the Seller Disclosure Schedulecertificate of incorporation and bylaws of Western and Merger Sub that were previously furnished or made available to Adaptive are true, which jurisdictions constitute complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Western has no Subsidiaries that as of the date hereof the only jurisdictions of this Agreement are Significant Subsidiaries (as defined in which the character Rule 1-02 of Regulation S-X of the properties it owns, operates or leases or Securities and Exchange Commission (the nature of its activities makes such qualification necessary or advisable. (b) The Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the names “CTEH”, “Center for Toxicology and Environmental Health, LLC” and “The Center for Toxicology and Environmental Health, LLC”. (c) Section 3.1(c) of the Seller Disclosure Schedule accurately sets forth (i) the names of the managers of the Company, (ii) the names of the members of the Company and the Seller and (iii) the FEIN of the Company. (d) Section 3.1(d) of the Seller Disclosure Schedule sets forth, as of the date hereof, all Subsidiaries of the Company and all Subsidiaries of Seller, together with the jurisdiction of organization of each such Subsidiary"SEC")). All the membership outstanding shares of --- capital stock of, or other equity interests in in, each such Significant Subsidiary of the Company have been duly authorized and authorized, validly issued and are fully paid and nonassessable and are are, except as set forth in such Registration Statement, owned directly or indirectly by the Company Western, free and clear of all Encumbrances. Except as set forth in Section 3.1(dpledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") and free of any other restriction (including any ----- restriction on the Seller Disclosure Scheduleright to vote, the Company does not currently havesell or otherwise dispose of such capital stock or other ownership interests), and has never had, any Subsidiaries or a minority investment in any entityexcept for restrictions imposed by applicable securities laws.

Organization, Standing and Power; Subsidiaries. (a) The Company Each of the Company, each of the Significant Subsidiaries and, to the Company's Knowledge, each of the Subsidiaries is a limited liability company corporation or other entity, as applicable, duly organized, validly existing and in good standing under the Laws laws of Arkansasthe jurisdiction in which it is incorporated, has all requisite limited liability company corporate power and authority to own, lease and operate its properties and assets and to carry on the Business its business as now being conducted, and each of the Company and each of the Significant Subsidiaries is duly organized, existing, qualified to do business and is in good standing as a foreign limited liability company corporation or other entity, as applicable in each jurisdiction listed in Section 3.1(a) of the Seller Disclosure Schedule, which jurisdictions constitute as of the date hereof the only jurisdictions in which where the character of the its properties it ownsowned, operates operated or leases leased or the nature of its activities makes such qualification necessary necessary, except for failures to be so organized, existing, qualified or advisablein good standing that would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) The SCHEDULE 3.01(B) hereto sets forth a complete and accurate list, in all material respects, of all the Significant Subsidiaries and the Subsidiaries (including the Company's direct or indirect percentage ownership in each such Significant Subsidiary and Subsidiary) and, to the Company's Knowledge, a list of Persons in which the Company has not conducted any a direct or indirect equity, partnership or similar interest, except for interests acquired in the ordinary course of business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than consistent with past practice pursuant to the names “CTEH”, “Center for Toxicology Company's and Environmental Health, LLC” and “The Center for Toxicology and Environmental Health, LLC”the Significant Subsidiaries' respective cash management systems. (c) Section 3.1(c) The Company has made available to Buyer in all material respects complete and accurate copies of the Seller Disclosure Schedule accurately sets forth (i) the names Articles of the managers of the Company, (ii) the names of the members Incorporation and Bylaws of the Company and the Seller charter, bylaws and (iii) the FEIN all other organizational documents of the Company. (d) Section 3.1(d) of the Seller Disclosure Schedule sets fortheach Significant Subsidiary, as of the date hereof, all Subsidiaries of the Company and all Subsidiaries of Seller, together with the jurisdiction of organization of each such Subsidiary. All the membership interests currently in each Subsidiary of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are owned directly or indirectly by the Company free and clear of all Encumbrances. Except as set forth in Section 3.1(d) of the Seller Disclosure Schedule, the Company does not currently have, and has never had, any Subsidiaries or a minority investment in any entityeffect.

Organization, Standing and Power; Subsidiaries. (a) Section 3.1(a) of the Company Disclosure Letter contains a complete and accurate list of the name and jurisdiction of organization of each Acquired Company (each of the Company and its Subsidiaries is referred to herein as an “Acquired Company” and, collectively, as the “Acquired Companies”), the Company’s percentage ownership of each Acquired Company (other than the Company) that is not a wholly owned Subsidiary of the Company and the jurisdictions in which each Acquired Company is qualified to conduct business. The Company has no Subsidiaries other than the entities identified in Section 3.1 of the Company Disclosure Letter. None of the Acquired Companies has any equity interest in, or any interest convertible into or exchangeable or exercisable for any equity interest in, any other entity, other than those set forth in Section 3.1 of the Company Disclosure Letter. Each Acquired Company (i) is a limited liability company an entity duly organized, validly existing and in good standing under the Laws of Arkansasthe jurisdiction of its organization, (ii) has all requisite limited liability company corporate or similar power and authority to own, lease and operate its properties and assets and to carry on the Business its business as now being conducted, conducted and (iii) is duly qualified or licensed to do business and is in good standing as a foreign limited liability company in each jurisdiction listed in Section 3.1(a) of the Seller Disclosure Schedule, which jurisdictions constitute as of the date hereof the only jurisdictions in which the character of the properties it owns, operates or leases or the nature of its activities business or the ownership, leasing or operation of its properties and assets makes such qualification necessary or advisablelicensing necessary, except, in the case of clauses (ii) and (iii) only, as, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (b) The Company has not conducted any business under or otherwise usedmade available to Parent true, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the names “CTEH”, “Center for Toxicology correct and Environmental Health, LLC” and “The Center for Toxicology and Environmental Health, LLC”. (c) Section 3.1(c) complete copies of the Seller Disclosure Schedule accurately sets forth (i) the names certificate of the managers incorporation of the Company, as amended to the date of this Agreement (ii) as so amended, the names of “Company Charter”), the members of the Company and the Seller and (iii) the FEIN bylaws of the Company. (d) Section 3.1(d) of the Seller Disclosure Schedule sets forth, as of amended to the date hereofof this Agreement (as so amended, all Subsidiaries of the “Company Bylaws”), and all Subsidiaries of Seller, together with the jurisdiction of organization comparable charter and organizational documents of each such Material Company Subsidiary. All the membership interests , in each case as amended through the date of this Agreement. For purposes of this Agreement, “Material Company Subsidiary” means any Subsidiary of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are owned directly or indirectly by the Company free and clear of all Encumbrances. Except as set forth that is listed in Section 3.1(d3.1(b) of the Seller Company Disclosure Schedule, the Company does not currently have, and has never had, any Subsidiaries or a minority investment in any entityLetter.

Organization, Standing and Power; Subsidiaries. (a) The Company is a limited liability company corporation duly organized, validly existing and and, where applicable as a legal concept, in good standing under the Laws laws of Arkansasthe jurisdiction of its incorporation, has all requisite limited liability company corporate power and authority to own, lease and operate its properties and assets and to carry on the Business its business as now being conducted, and is duly qualified to do business and is in good standing as a foreign limited liability company non-United States corporation in each jurisdiction listed in Section 3.1(aPart 2.1(a) of the Seller Company Disclosure Schedule, which jurisdictions constitute as of the date hereof Agreement Date the only jurisdictions in which the character of the properties it the Company owns, operates or leases or the nature of its activities makes such qualification necessary or advisable, except for such failures to be so organized, qualified or in good standing, individually or in the aggregate, that have not had a Company Material Adverse Effect. (b) The Except as set forth on Part 2.1(b) of the Company Disclosure Schedule, the Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the names “CTEH”GigaComm Corporation, “Center for Toxicology and Environmental HealthGigaComm, LLC” and “The Center for Toxicology and Environmental HealthListen Technology Ltd., LLC”Listen, Glory Data Group Limited, Glory or any similar names utilizing any combination of the foregoing names. (c) Section 3.1(cPart 2.1(c) of the Seller Company Disclosure Schedule accurately sets forth (i) the names of the managers members of the Company, board of directors of the Company and (ii) the names titles of the members Persons listed on Exhibit I attached hereto. (d) The Company has no Subsidiaries except for the Entities identified in Part 2.1(d) of the Company and Disclosure Schedule. Other than the Seller and (iiiDormant Subsidiaries, the Company does not own any controlling interest in any Entity and, except for the financial interests identified in Part 2.1(d) of the FEIN Company Disclosure Schedule. Other than the Dormant Subsidiaries, the Company has never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity or other financial interest in, any Entity. The Company has not agreed nor is obligated to make any future investment in or capital contribution to any Entity. The Company has not guaranteed nor is responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity or other financial interest. Except as set forth on Part 2.1(d) of the Company Disclosure Schedule, neither the Company nor any of its stockholders has ever approved, or commenced any proceeding or made any election contemplating, the dissolution or liquidation of the business or affairs of the Company. (de) Section 3.1(dThe Company does not have any Subsidiaries except for the Entities identified in Part 2.1(e) of the Seller Company Disclosure Schedule sets forth, as (the “Dormant Subsidiaries”). All of the date hereof, all Subsidiaries issued and outstanding capital stock of each of the Company and all Dormant Subsidiaries of Seller, together with the jurisdiction of organization of each such Subsidiary. All the membership interests in each Subsidiary of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are is owned directly or indirectly by the Company free and clear of any and all Encumbrances. Except as set forth in Section 3.1(don Part 2.1(e) of the Seller Company Disclosure Schedule, the Company does not Dormant Subsidiaries are inactive and, since January 1, 2005, none of the Dormant Subsidiaries, directly or indirectly: (i) have conducted or are currently haveconducting any business of any kind whatsoever; (ii) have owned or controlled or currently own or control any assets of any kind whatsoever; (iii) has been or is subject to any claims, liabilities, obligations, contracts or agreements, in each case of any kind or nature, known or unknown, fixed or contingent, including under any applicable Legal Requirements; and has never had, (iv) have influenced or taken part or are currently influencing or taking part in the operation of the Business or any Subsidiaries or a minority investment in any entityother business activity.

Organization, Standing and Power; Subsidiaries. (a) The Company Seller is a limited liability company corporation duly organized, validly existing and in good standing under the Laws of Arkansasthe jurisdiction of its incorporation, has all requisite limited liability company corporate power and authority to own, lease and operate its properties and assets and to carry on the Business its business as now being conducted, and and, except as set forth in Section 3.1(a) of the Seller Disclosure Schedule, is duly qualified to do business and is in good standing as a foreign limited liability company corporation in each jurisdiction listed in Section 3.1(a) of the Seller Disclosure Schedule, which jurisdictions constitute as of the date hereof the only jurisdictions in which the character of the properties it owns, operates or leases or the nature of its activities makes such qualification necessary or advisable, except where the failure to be so qualified, authorized or in good standing would not, individually or in the aggregate, have a Material Adverse Effect. (b) The Company Except as set forth on Section 3.1(b) of the Disclosure Schedule, the Seller has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the names “CTEH”, “Center for Toxicology and Environmental Health, LLC” and “The Center for Toxicology and Environmental Health, LLC”. (c) Section 3.1(c) of the Seller Disclosure Schedule accurately sets forth (i) the names of the managers of the Company, (ii) the names of the members of the Company and the Seller and (iii) the FEIN of the Company. (d) Section 3.1(d) of the Seller Disclosure Schedule sets forth, as of the date hereof, all Subsidiaries of the Company and all Subsidiaries of Seller, together with the jurisdiction of organization of each such Subsidiary. All the membership interests in each Subsidiary of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are owned directly or indirectly by the Company free and clear of all Encumbrances. Except as set forth in on Section 3.1(d3.1(c) of the Seller Disclosure Schedule, the Company Seller has no Subsidiaries, and does not currently haveown, and has never hadowned, beneficially or otherwise, any Subsidiaries shares or a minority other securities of, or any direct or indirect equity or other financial interest in, any Entity. The Seller has not agreed and is not obligated to make any future investment in or capital contribution to any entityEntity. Neither the Seller nor the Sole Stockholder has ever approved, or commenced any proceeding or made any election contemplating, the dissolution or liquidation of the business or affairs of the Seller.

Organization, Standing and Power; Subsidiaries. (a) The Company Each of the Acquired Entities is a limited liability company an Entity duly organized, validly existing and in good standing under the Laws of Arkansasthe jurisdiction of its incorporation or formation, has all requisite limited liability company power and authority to own, lease and operate its properties and assets and to carry on the Business its business as now being conducted, and is duly qualified to do business and is in good standing as a foreign corporation or limited liability company in each jurisdiction listed in on Section 3.1(a) of the Seller Company Disclosure ScheduleSchedule (except in such jurisdictions where the failure to be duly qualified or in good standing as a foreign corporation or limited liability company does not and would not be reasonably expected to result in a Material Adverse Effect), which jurisdictions constitute as of the date hereof the only jurisdictions in which the character of the properties it owns, operates or leases or the nature of its activities makes such qualification necessary or advisable. (b) The Except as set forth on Section 3.1(b) of the Company Disclosure Schedule, none of the Acquired Entities has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the names name “CTEHInternational Home Furnishings Center” or “IHFC.”, “Center for Toxicology and Environmental Health, LLC” and “The Center for Toxicology and Environmental Health, LLC”. (c) Section 3.1(c) of the Seller Company Disclosure Schedule accurately sets forth (i) the names of the managers members of the Companyboard of directors of each Acquired Entity, (ii) the names of the members of each committee of the Company and the Seller board of directors of each Acquired Entity, and (iii) the FEIN names and titles of the Companyofficers of each Acquired Entity. (d) The Company has no Subsidiaries except for the Entities identified on Section 3.1(d3.1(d)(i) of the Seller Company Disclosure Schedule sets forth, as of Schedule. Except for the date hereof, all Subsidiaries Entities identified on Section 3.1(d)(ii) of the Company and all Subsidiaries of Seller, together with the jurisdiction of organization of each such Subsidiary. All the membership interests in each Subsidiary of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are owned directly or indirectly by the Company free and clear of all Encumbrances. Except as set forth in Section 3.1(d) of the Seller Disclosure Schedule, none of the Company does not currently haveAcquired Entities owns, and nor has never hadever owned, beneficially or otherwise, any Subsidiaries shares or a minority other equity securities or other debt securities (other than intercompany payables and receivables in the ordinary course of business) of, or any direct or indirect equity or other financial interest in, any Entity. None of the Acquired Entities has agreed or is obligated to make any future investment in or capital contribution to any entityEntity. Except for any guarantees delivered by the Acquired Entities in connection with the First Mortgage Loan and included in the First Mortgage Loan Documents, none of the Acquired Entities has guaranteed or is responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity or other financial interest. None of the Acquired Entities nor any of their respective shareholders has ever approved, or commenced any proceeding or made any election contemplating, the dissolution or liquidation of the business or affairs of any Acquired Entity.

Organization, Standing and Power; Subsidiaries. (a) The Company is a limited liability company corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of Arkansasthe State of Delaware. Each Subsidiary is an entity that is duly organized or formed, validly existing and in good standing under the laws of its jurisdiction of organization or formation (except, in the case of good standing, any jurisdiction that does not recognize such concept). The Company and each Subsidiary has all requisite limited liability company the corporate or other applicable power and authority to own, lease and operate own its properties and assets and to carry on conduct the Business as now being conducted, and is duly qualified or licensed to do business and is in good standing as a foreign limited liability company in each jurisdiction listed where such qualification is required by Applicable Law (to the extent the concept is recognized by such jurisdiction), except where the failure to be so qualified and in Section 3.1(agood standing, individually or in the aggregate with any such other failures, would reasonably be expected to (i) have a Company Material Adverse Effect or (ii) become materially adverse to the ability of the Seller Disclosure Schedule, which jurisdictions constitute as Company to consummate the Transactions on a timely basis. The Company is not in violation in any material respect of any of the date hereof the only jurisdictions in which the character of the properties it owns, operates or leases or the nature provisions of its activities makes such qualification necessary certificate of incorporation or advisablebylaws. (b) The Company has not conducted any business under or otherwise usedmade available to Parent a true, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name correct and complete copy of the certificate of incorporation and bylaws or other nameequivalent organizational or governing documents, other than the names “CTEH”as applicable, “Center for Toxicology and Environmental Health, LLC” and “The Center for Toxicology and Environmental Health, LLC”. (c) Section 3.1(c) of the Seller Disclosure Schedule accurately sets forth (i) the names of the managers of the Company, (ii) the names of the members of the Company and the Seller and (iii) the FEIN each Subsidiary, in each case as amended to date. No Subsidiary that conducts material operations of the Company. (d) Section 3.1(d) Business or holds title to material assets is in violation in any material respect of any of the Seller Disclosure provisions of its certificate of incorporation or bylaws or equivalent organizational or governing documents. Schedule 3.1(b)(ii) sets forthforth a true, as correct and complete list of the date hereof, all Subsidiaries and their respective jurisdictions of organization or formation. All of the Company issued and all Subsidiaries outstanding shares of Seller, together with the jurisdiction of organization capital stock of each such Subsidiary. All the membership interests in each Subsidiary of the Company have been are duly authorized and authorized, validly issued and are issued, fully paid and nonassessable and non-assessable (in any jurisdiction that recognizes such concepts), are owned directly or indirectly by the Company or another Subsidiary free and clear of all Encumbrances other than Permitted Encumbrances. Except as set forth , and are not subject to any preemptive right or right of first refusal, other than in Section 3.1(d) favor of the Seller Disclosure ScheduleCompany or a Subsidiary, created by statute, the certificate of incorporation and bylaws or other equivalent organizational or governing documents, as applicable, of such Subsidiary or any Contract to which the Company or such Subsidiary is a party or by which it is bound. There are no outstanding subscriptions, options, warrants, “put” or “call” rights, exchangeable or convertible securities or other Contracts to which the Company or any Subsidiary is party or by which the Company or any Subsidiary is bound with respect to the issued or unissued capital stock or other securities of any Subsidiary, or otherwise obligating the Company or any Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any such securities, including any stockholder rights plans, “poison pill” anti-takeover plans or other similar devices. Other than the Subsidiaries, the Company does not currently havedirectly or indirectly own any equity or similar interest in, and has never hador any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any Person. There are no outstanding obligations of the Company or any of the Subsidiaries under any Contract to which it is a party or by which it is bound to make any loan to, or any equity or other investment (in the form of a capital contribution or otherwise) in, any other Person (other than the Company or a minority investment Subsidiary) in an amount in excess of $100,000 in respect of any entitysingle Person.

Organization, Standing and Power; Subsidiaries. (a) The Each of the Company and its Subsidiaries is a limited liability company duly incorporated or organized, validly existing and in good standing standing, to the extent applicable, under the Laws laws of Arkansasits jurisdiction of incorporation or organization, has all the requisite limited liability company power and authority to own, lease and operate its properties and assets and to carry on the Business its business as now being conducted, and is duly qualified and in good standing, to the extent applicable, to do business and is in good standing as a foreign limited liability company corporation or other legal entity in each other jurisdiction listed in Section 3.1(a) of the Seller Disclosure Schedule, which jurisdictions constitute as of the date hereof the only jurisdictions in which the character of the properties it owns, operates or leases or the nature of its activities business or the ownership or leasing of its properties makes such qualification necessary necessary, except in each case where the failures to be so incorporated or advisableorganized, existing or in good standing or to have such power and authority or so to qualify would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. None of the Company or any of its Subsidiaries is in violation of its Organizational Documents. (b) The Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the names “CTEH”, “Center for Toxicology and Environmental Health, LLC” and “The Center for Toxicology and Environmental Health, LLC”. (c) Section 3.1(c) of the Seller Disclosure Schedule accurately sets forth (i) the names of the managers Exhibit 21.1 of the Company’s Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2016 (iifiled with the SEC on May 15, 2017) the names of the members of the Company and the Seller and (iii) the FEIN contains all of the Company. (d’s “significant subsidiaries” as defined in Regulation S-X Rule 1-02(w) Section 3.1(d) of under the Seller Disclosure Schedule sets forth, as of the date hereof, all Subsidiaries of the Company and all Subsidiaries of Seller, together with the jurisdiction of organization of each such SubsidiaryExchange Act. All the membership outstanding shares of capital stock of, or other equity interests in in, each Subsidiary of the Company Company’s Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable non-assessable and are owned directly or indirectly by the Company (except that (i) certain executives of Ocwen Mortgage Servicing, Inc. own shares of non-voting, non-participating, and non-transferable preferred stock issued under the Ocwen Mortgage Servicing, Inc. Amended and Restated 2013 Preferred Stock Plan, (ii) the Company directly owns 87.35% of the limited liability company interests of Ocwen Structured Investments, LLC and (iii) the Company indirectly owns 99.99% of the common stock of Ocwen Business Solutions, Inc.), free and clear of all Encumbrances. Except as set forth in Section 3.1(d) of Liens, except for restrictions imposed by applicable securities laws and Liens under the Seller Disclosure Schedule, the Company does not currently have, and has never had, any Subsidiaries or a minority investment in any entityCompany’s outstanding debt agreements.

Organization, Standing and Power; Subsidiaries. (ai) The Company Each of Target and each of its Subsidiaries is a limited liability company corporation duly organized, validly existing and in good standing under the Laws laws of Arkansasits jurisdiction of incorporation or organization, has all the requisite limited liability company power and authority to own, lease and operate its properties and assets and to carry on the Business its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not reasonably be expected to have a Material Adverse Effect on Target, and is duly qualified and in good standing to do business and is in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, other than in such jurisdictions where the failure so to qualify or to be in good standing as would not reasonably be expected to have a foreign limited liability company in each jurisdiction listed in Section 3.1(a) Material Adverse Effect on Target. The copies of the Seller articles of incorporation and by-laws of Target which were previously furnished or made available to Purchaser are true, complete and correct copies of such documents. (ii) Section 3.2 of the Target Disclosure Schedule, Schedule lists all the Subsidiaries of Target which jurisdictions constitute as of the date hereof the only jurisdictions of this Agreement are Significant Subsidiaries (as defined in which the character Rule 1-02 of Regulation S-X of the properties it owns, operates or leases or the nature of its activities makes such qualification necessary or advisable. (b) The Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the names “CTEH”, “Center for Toxicology and Environmental Health, LLC” and “The Center for Toxicology and Environmental Health, LLC”. (c) Section 3.1(c) of the Seller Disclosure Schedule accurately sets forth (i) the names of the managers of the Company, (ii) the names of the members of the Company and the Seller and (iii) the FEIN of the Company. (d) Section 3.1(d) of the Seller Disclosure Schedule sets forth, as of the date hereof, all Subsidiaries of the Company and all Subsidiaries of Seller, together with the jurisdiction of organization of each such SubsidiarySEC). All the membership outstanding shares of capital stock of, or other equity interests in in, each such Significant Subsidiary of the Company have been duly authorized and validly issued and are fully paid and nonassessable (except to the extent provided by Section 180.0622(2)(b) of the WBCL) and are owned directly or indirectly by the Company Target, free and clear of all EncumbrancesLiens and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). Except as set forth in the Target SEC Reports (as defined in Section 3.1(d) 3.2(d)), neither Target nor any of the Seller Disclosure Scheduleits Subsidiaries directly or indirectly owns any equity or similar interest in, the Company does not currently have, and has never hador any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity, that is or would reasonably be expected to be material to Target and its Subsidiaries or taken as a minority investment in any entitywhole.

Organization, Standing and Power; Subsidiaries. (ai) The Each of the Company and each of its Subsidiaries is a limited liability company duly organized, validly existing and in good standing under the Laws laws of Arkansasits jurisdiction of organization, has all the requisite limited liability company power and authority to own, lease and operate its properties and assets and to carry on the Business its business as now being conducted, and is duly qualified and in good standing to do business and is in good standing as a foreign limited liability company in each jurisdiction listed in Section 3.1(a) of the Seller Disclosure Schedule, which jurisdictions constitute as of the date hereof the only jurisdictions in which the character of the properties it owns, operates or leases or the nature of its activities business or the ownership or leasing of its properties makes such qualification necessary necessary. The copies of the Articles of Incorporation and By-Laws of the Company which were previously furnished or advisablemade available to Parent are true, complete and correct copies of such documents as in effect on the date of this Agreement. (bii) The Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the names “CTEH”, “Center for Toxicology and Environmental Health, LLC” and “The Center for Toxicology and Environmental Health, LLC”. (c) Section 3.1(c) of the Seller Disclosure Schedule accurately sets forth (i) the names of the managers a complete and accurate list of the Company, (ii) the names of the members of the Company and the Seller and (iii) the FEIN of the Company. (d) Section 3.1(d) of the Seller Disclosure Schedule sets forth, as of the date hereof, all Subsidiaries of the Company and all Subsidiaries of Seller, together with the jurisdiction of organization of each such Subsidiary's Subsidiaries. All the membership outstanding shares of capital stock of, or other equity interests in in, each such Subsidiary of the Company have been duly authorized and validly issued and are fully paid and nonassessable non-assessable and are are, except as set forth in the Company Disclosure Schedule, owned directly or indirectly by the Company Company, free and clear of all EncumbrancesLiens and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws and except for liens and restrictions that would not, in the aggregate, have a Material Adverse Effect on the Company. Except as set forth in Section 3.1(d) of the Seller Company Disclosure Schedule, neither the Company does not currently havenor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, and has never hador any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Subsidiaries corporation, partnership, joint venture or a minority investment in any entityother business association or entity (other than Subsidiaries).