Common use of Purchased Subsidiaries Clause in Contracts

Purchased Subsidiaries. (a) Each Purchased Subsidiary is duly organized and validly existing under the laws of its jurisdiction of organization and has all organizational powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted. (b) All of the Shares are owned beneficially and of record by Seller and its Subsidiaries, free and clear of any Lien, and Seller or its Subsidiaries, as applicable, will transfer and deliver to Buyer at the Closing valid title to the Shares free and clear of any Lien. There are no outstanding (i) securities of Seller or any Subsidiary convertible into or exchangeable for shares of capital stock or voting securities of any Purchased Subsidiary or (ii) options or other rights to acquire from Seller or any Purchased Subsidiary, or other obligation of Seller or any Subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any Purchased Subsidiary (the items in clauses 3.06(b)(i) and 3.06(b)(ii) being referred to collectively as the “Purchased Subsidiary Securities”). There are no outstanding obligations of Seller or any Subsidiary to repurchase, redeem or otherwise acquire any outstanding Purchased Subsidiary Securities. No applicable securities law was violated in connection with the offering, sale or issuance of the Shares to Seller or any of its Subsidiaries. None of the Shares have been issued in violation of, and none are subject to, any purchase option, call, right of first refusal, preemptive, subscription, or other similar right. Neither the Seller nor any of its Subsidiaries is party to any arrangement granting to any Person any stock appreciation, phantom stock or other similar right with respect to the Shares or the Purchased Subsidiaries.

Purchased Subsidiaries. Except for the corporations listed on Schedule 1.1 (a) the "Purchased Subsidiaries"), the Business does not currently own any capital stock or other proprietary interest, directly or indirectly, in any corporation or other entity or interest in any joint venture, whether or not a separate legal entity is formed thereby. Schedule 1.1 correctly sets forth the corporate name and the jurisdiction of incorporation with respect to each Purchased Subsidiary. Each Purchased Subsidiary is a corporation duly organized and organized, validly existing and in good standing under the laws of its jurisdiction of organization and incorporation, has all organizational powers requisite corporate power and all material governmental licensesauthority to own, authorizations, permits, consents lease and approvals required operate its properties and to carry on its business as now conducted. (b) All being conducted and is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the Shares properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary except for any non-qualification which does not have a material adverse effect on the business, operations, properties, prospects or condition (financial or other) (a "Material Adverse Effect") of the Business. The complete articles or certificate of incorporation and by-laws of each Purchased Subsidiary, including in each case all amendments thereto, have been provided to Purchaser. All the outstanding shares of the capital stock of each class of each Purchased Subsidiary have been validly issued and are owned fully paid and nonassessable and are owned, beneficially and of record record, by Seller and its Subsidiaries, free and clear of any LienEncumbrances. None of the Purchased Subsidiaries has issued any securities, and Seller limited liability company interests or its Subsidiaries, as applicable, will transfer and deliver to Buyer at the Closing valid title to the Shares free and clear other ownership interests in violation of any Lien. There preemptive or similar rights and there are no outstanding (i) securities of Seller or any Subsidiary other ownership interests convertible into or exchangeable for any shares of capital stock or voting securities other ownership interest of any of the Purchased Subsidiary or Subsidiaries; (ii) options subscriptions, options, warrants, calls, commitments, preemptive rights or other rights of any kind (absolute, contingent or otherwise) entitling any third party to acquire or otherwise receive from Seller or any of the Purchased Subsidiary, or other obligation Subsidiaries any shares of Seller or any Subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting other securities or ownership interests; or (iii) contracts, commitments, agreements, understandings or arrangements of any kind relating to the issuance of any capital stock or ownership interests of any of the Purchased Subsidiary (the items in clauses 3.06(b)(i) and 3.06(b)(ii) being referred to collectively as the “Purchased Subsidiary Securities”)Subsidiaries, any such convertible or exchangeable securities, or any such subscriptions, options, warrants or rights. There are no outstanding obligations shares of Seller or any Subsidiary to repurchase, redeem or otherwise acquire any outstanding Purchased Subsidiary Securities. No applicable securities law was violated in connection with the offering, sale or issuance of the Shares to Seller or any of its Subsidiaries. None of the Shares have been issued in violation of, and none are subject to, any purchase option, call, right of first refusal, preemptive, subscription, or other similar right. Neither the Seller nor any of its Subsidiaries is party to any arrangement granting to any Person any stock appreciation, phantom stock or other similar right with respect securities, limited liability company interests or other ownership interests of the Purchased Subsidiaries reserved for issuance for any purpose. All capital contributions required to be made to SJBC prior to the Shares or Closing have been made, and there are no remaining obligations of the Purchased SubsidiariesBusiness to make capital contributions to SJBC.

Purchased Subsidiaries. (a) Each Purchased Subsidiary is duly organized and validly existing under the laws Laws of its jurisdiction of organization and has all organizational powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits and approvals the absence of which would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. (b) All of the Shares are owned beneficially and of record by Seller and its Subsidiariesthe Equity Sellers, free and clear of any Lien, except for Liens that will be released at the Initial Closing, or restrictions on transfer other than transfer restrictions imposed thereon by Law. The Equity Sellers have, or, in respect of the North Carolina Shares or Delaware Shares, will have at the North Carolina Closing and Seller Delaware Closing, respectively, the right, authority and power to sell, assign and transfer the Shares to Buyer. Upon delivery to Buyer of certificates for the Shares at the Initial Closing, the North Carolina Closing or its Subsidiariesthe Delaware Closing, as applicable, will transfer and deliver to Buyer’s payment of the Purchase Price, Buyer at the Closing shall acquire good, valid and marketable title to the Shares free and clear of any Lien. There are no outstanding (i) securities of Seller or any Subsidiary convertible into or exchangeable for shares of capital stock or voting securities of any Purchased Subsidiary or (ii) options or other rights to acquire from Seller or any Purchased Subsidiary, or other obligation of Seller or any Subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any Purchased Subsidiary (the items in clauses 3.06(b)(i) and 3.06(b)(ii) being referred to collectively as the “Purchased Subsidiary Securities”). There are no outstanding obligations of Seller or any Subsidiary to repurchase, redeem or otherwise acquire any outstanding Purchased Subsidiary Securities. No applicable securities law was violated in connection with the offering, sale or issuance of the Shares to Seller or any of its SubsidiariesShares. None of the Shares have been issued in violation of, and none or are subject to, any purchase preemptive or subscription rights. (c) No Purchased Subsidiary owns, directly or indirectly, any shares of capital stock of, or other equity interest in, any other Person. (d) Schedule 4.05(d) sets forth, for each Purchased Subsidiary, the amount of its authorized capital stock or other equity or ownership interests, the amount of its outstanding capital stock or other equity or ownership interests, and the record and beneficial owners of its outstanding capital stock or other equity or ownership interests. Except as set forth on Schedule 4.05(d), there is no existing option, warrant, call, right or agreement to which Seller, the Equity Sellers or any Purchased Subsidiary is a party requiring, and there are no securities of first refusal, preemptive, subscription, Seller or other similar right. Neither the Seller nor any of its Subsidiaries (including the Purchased Subsidiaries) outstanding that upon conversion or exchange would require, an increase to the value of any capital stock of any Purchased Subsidiary or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase any capital stock of any Purchased Subsidiary. Except as set forth on Schedule 4.05(d), none of Seller, the Equity Sellers nor any Purchased Subsidiary is a party to any arrangement granting to any Person any stock appreciation, phantom stock voting trust or other similar right agreement with respect to the voting, redemption, sale, transfer or other disposition of the interests of any Purchased Subsidiary. Each Share is duly authorized, validly issued, fully paid and nonassessable, and with respect to each Share of a Purchased Subsidiary that is a limited liability company, each Share has been duly authorized, validly issued, fully paid and is not subject to further obligations on the part of any Equity Seller to make future payments for its purchase of such Share or contributions to the applicable Purchased Subsidiary solely by reason of their ownership of such Share. The Shares or have been offered, sold and delivered by the applicable Purchased SubsidiariesSubsidiary in compliance with all applicable Laws. (e) Seller has heretofore furnished to Buyer a complete and correct copy of the Organizational Documents, together with any amendments, of each Purchased Subsidiary as of the date hereof. Such Organizational Documents are, as of the date hereof, in full force and effect.

Purchased Subsidiaries. (a) Each of the Purchased Subsidiary Subsidiaries is duly organized and organized, validly existing and, to the extent applicable, in good standing under the laws of its jurisdiction of organization or incorporation, as the case may be. Each of the Purchased Subsidiaries has the requisite power and has all organizational powers authority to own, operate and all material governmental licenses, authorizations, permits, consents lease its properties and approvals required assets and to carry on its business in the places and in the manner currently conducted. Each of the Purchased Subsidiaries is qualified to do business as now conducteda foreign corporation or other entity, as applicable, and, to the extent applicable, is in good standing of the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification, except where the failure to do so would not have a material adverse effect on such Purchased Subsidiary or the Business. (b) Section 3.24(b) of the Seller Disclosure Letter sets forth all the authorized and outstanding Outstanding Equity Securities. All of such outstanding securities are owned by the Sellers or another Purchased Subsidiary as set forth on Section 3.24(b) of the Seller Disclosure Letter and no rights to purchase any equity securities of any Purchased Subsidiary exist except as disclosed in Section 3.24(b) of the Seller Disclosure Letter. None of the Purchased Subsidiaries has any obligation or commitment, contingent or otherwise, to issue any equity securities. All of the Shares Outstanding Equity Securities are owned beneficially duly authorized, validly issued, fully paid and nonassessable and have been issued in compliance with all applicable laws. There are no agreements, commitments or contracts relating to the sale, transfer or voting of record any Outstanding Equity Securities). Except as disclosed in Section 3.24 of the Seller Disclosure Letter, all of the Outstanding Equity Securities may be freely transferred by Seller Sellers to Buyer pursuant to this Agreement without restriction. (c) The Sellers have good and its Subsidiariesmarketable title to the Outstanding Equity Securities of the Purchased Subsidiaries organized in the United States, free and clear of any Lienall Encumbrances. To Sellers’ Knowledge, the Sellers have good and Seller or its Subsidiariesmarketable title to the Outstanding Equity Securities of the Purchased Subsidiaries organized outside the United States, as applicablefree and clear of all Encumbrances. Upon the consummation of the Contemplated Transactions, the Buyer will transfer acquire good and deliver to Buyer at the Closing valid title to the Shares Outstanding Equity Securities, free and clear of all Encumbrances. (d) No Purchased Company has any Lien. There are no outstanding Liabilities (iwhether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due, whether known or unknown, regardless of when asserted) securities arising out of Seller transactions or events entered into prior to the date of this Agreement, or any Subsidiary convertible into action or exchangeable for shares of capital stock or voting securities of any Purchased Subsidiary or (ii) options or other rights to acquire from Seller inaction, or any Purchased Subsidiarystate of facts existing, or other obligation of Seller or any Subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any Purchased Subsidiary (the items in clauses 3.06(b)(i) and 3.06(b)(ii) being referred to collectively as the “Purchased Subsidiary Securities”). There are no outstanding obligations of Seller or any Subsidiary to repurchase, redeem or otherwise acquire any outstanding Purchased Subsidiary Securities. No applicable securities law was violated in connection with the offering, sale or issuance of the Shares to Seller or any of its Subsidiaries. None of the Shares have been issued in violation of, and none are subject to, any purchase option, call, right of first refusal, preemptive, subscription, or other similar right. Neither the Seller nor any of its Subsidiaries is party to any arrangement granting to any Person any stock appreciation, phantom stock or other similar right with respect to or based upon transactions or events occurring prior to the Shares date of this Agreement, except Liabilities reflected in the Financial Statements or as otherwise set forth on Section 3.24(d) of the Seller Disclosure Letter. (e) Section 3.24(e) of the Seller Disclosure Letter sets forth a true and complete list of the name and address of each bank with which each Purchased SubsidiariesSubsidiary has an account or safe deposit box and the name of each Person authorized to draw thereon or have access thereto and the name of each Person holding a power of attorney on behalf of such Purchased Subsidiary.

Purchased Subsidiaries. (a) Each Purchased Subsidiary is duly organized and validly existing under the laws Laws of its jurisdiction of organization organization, formation or incorporation, as applicable and has the requisite power and authority to own or lease all organizational powers of its material assets and to conduct the Business in all material governmental licensesrespects as currently conducted by it. Each Purchased Subsidiary is duly licensed or qualified to do business and is in good standing (to the extent such concepts are recognized under applicable Law) in each other jurisdiction in which the properties leased by it or the operation of the Business makes such licensing or qualification necessary, authorizationsexcept to the extent that the failure to be so licensed, permitsqualified or in good standing would not reasonably be expected to, consents individually or in the aggregate, have a Material Adverse Effect. Seller has made available to Buyer complete and approvals required correct copies of the Organizational Documents of the Purchased Subsidiaries. There has been no violation of any of the provisions of the Organizational Documents of any Purchased Subsidiary except to carry the extent that any such violation would not, individually or in the aggregate, reasonably be expected to have a material and adverse effect on its business the Business or the Purchased Subsidiaries, taken as now conducteda whole. (b) All of the Shares Purchased Interests are owned beneficially and of record by Seller and its SubsidiariesSeller, free and clear of any Lienall Liens, and Seller or its Subsidiaries, as applicable, will transfer and deliver to Buyer at the Closing valid title to the Shares free and clear of any Lien. There are no outstanding other than (i) securities Liens securing indebtedness outstanding under the Credit Facility (which Liens relating to the Purchased Interests shall be released as of Seller or any Subsidiary convertible into or exchangeable for shares the Closing upon consummation of capital stock or voting securities of any Purchased Subsidiary or the transactions contemplated hereby) and (ii) options or other rights to acquire from Seller or any Purchased Subsidiary, or other obligation transfer restrictions of Seller or any Subsidiary to issue, any capital stock, voting general applicability under applicable federal and state securities or securities convertible into or exchangeable for capital stock or voting securities of any Purchased Subsidiary (the items in clauses 3.06(b)(i) and 3.06(b)(ii) being referred to collectively as the “Purchased Subsidiary Securities”)Laws. There are no outstanding obligations of Seller or any Subsidiary to repurchase, redeem or otherwise acquire any outstanding Purchased Subsidiary Securities. No applicable securities law was violated in connection with the offering, sale or issuance All of the Shares to Seller or any of its Subsidiaries. None of the Shares Purchased Interests have been duly authorized and validly issued in compliance with all applicable Laws, are fully paid and non-assessable and have not been issued in violation of, and none nor are the Purchased Interests subject to, any purchase preemptive or subscription rights. The Purchased Interests constitute all of the issued and outstanding equity interests of TopCo. There is no existing option, warrant, call, right or agreement to which Seller or any of first refusalits Subsidiaries (including the Purchased Subsidiaries) is a party that requires, preemptiveand there are no securities of TopCo outstanding that upon conversion or exchange would require, subscriptionthe issuance or sale, or that restrict the transfer or voting, of any capital stock or other equity interest of TopCo, as applicable, or other similar rightsecurities convertible into, exchangeable for or evidencing the right to subscribe for or purchase any capital stock or other equity interest of TopCo. There is no other contract or commitment obligating TopCo to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, equity or securities of TopCo (or securities convertible into, or exchangeable or exercisable for, equity interests of TopCo), or obligating TopCo to grant, extend or enter into any such option, warrant call, right commitment or agreement. Neither the Seller nor any of its Subsidiaries Affiliates (including the Purchased Subsidiaries) is a party to any arrangement granting to any Person any stock appreciation, phantom stock voting trust or other similar right agreement with respect to the voting, redemption, sale, transfer or other disposition of the interests of TopCo and there are no outstanding bonds, debentures, notes or other indebtedness for borrowed money having the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matters for which equityholders of TopCo may vote. Assuming that the delivery described in Section 2.03(c)(v) is made prior to or at the Closing, Seller has good, valid and marketable title to, and has the right to transfer and sell, the Purchased Interests to Buyer in accordance with the terms of this Agreement. (c) All of the Subsidiary Shares (including the voting rights attached to such Subsidiary Shares) are owned of record by Seller or the Purchased Subsidiary set forth on Schedule 3.05(c), free and clear of all Liens, other than transfer restrictions of general applicability under applicable federal and state securities Laws. All of the Subsidiary Shares have been duly authorized and validly issued and allotted in compliance with all applicable Laws, are fully paid and non-assessable and have not been issued in violation of, nor are the Subsidiary Shares subject to, any preemptive or subscription rights. The Subsidiary Shares constitute all of the issued and outstanding equity interests of the Purchased Subsidiaries other than TopCo. There is no existing option, warrant, call, right or agreement to which Seller or any of its Subsidiaries (including the Purchased Subsidiaries) is a party that requires, and there are no securities of any Purchased Subsidiaries (other than TopCo, which is addressed in Section 3.05(b)) outstanding that upon conversion or exchange would require, the issuance of any capital stock or other equity interest of any Purchased Subsidiary (other than TopCo, which is addressed in Section 3.05(b)), as applicable, or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase any capital stock or other equity interest of any Purchased Subsidiary (other than TopCo, which is addressed in Section 3.05(b)). There is no other contract or commitment obligating any Purchased Subsidiary to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, equity securities of such Purchased Subsidiary (or securities convertible into, or exchangeable or exercisable for, equity interests of such Purchased Subsidiary), or obligating such Purchased Subsidiary to grant, extend or enter into any such contract or commitment. Neither Seller nor any of its Affiliates (including the Purchased Subsidiaries) is a party to any voting trust or other agreement with respect to the voting, redemption, sale, transfer or other disposition of the interests of any Purchased Subsidiary (other than TopCo, which is addressed in Section 3.05(b)) and there are no outstanding bonds, debentures, notes or other indebtedness for borrowed money having the right to vote (or convertible into, or exercisable or exchange for, securities having the right to vote) on any matters for which holders of the Subsidiary Shares are entitled to vote by virtue of their ownership of the Subsidiary Shares. The Purchased Subsidiaries do not hold, directly or indirectly, any capital stock of, or other equity interests in, and do not control and have not made any equity investment in, directly or indirectly, any other Person besides the Purchased Subsidiaries.

Purchased Subsidiaries. (a) Each Purchased Subsidiary is duly organized and validly existing under the laws of its jurisdiction of organization and has all organizational powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted. All such licenses, authorizations, permits, consents, and approvals are set forth on Schedule 4.20. (b) All of the Shares Purchased Subsidiary Equity are owned legally, beneficially and of record by Seller, are fully paid or credited as fully paid, constitute the entirety of the issued and allotted share capital of the Purchased Subsidiaries and Seller will transfer and its Subsidiariesdeliver to UK Buyer at the Closing valid legal and beneficial title, with full title guarantee, to the Purchased Subsidiary Equity free and clear of any Lien, Encumbrance (and there is no commitment to create an Encumbrance) without requirement of consent from any third party and such transfer will not result in any breach of or default under any agreement or obligation binding on Seller or its Subsidiaries, as applicable, will transfer and deliver to Buyer at the Closing valid title with respect to the Shares free Purchased Subsidiary Equity. The issued share capital of each Purchased Subsidiary as set forth in Schedule 4.21(b) comprises the whole of the issued and clear allotted share capital of any Lien. There the Purchased Subsidiaries and there are no outstanding (i) securities of Seller or any Subsidiary convertible into or exchangeable for shares of capital stock or voting securities of any Purchased Subsidiary or (ii) options or other rights to acquire from Seller or any Purchased Subsidiary, or other obligation of Seller or any Subsidiary to issueissue or allot, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any Purchased Subsidiary (the items in clauses 3.06(b)(iSection 4.21(b)(i) and 3.06(b)(iiSection 4.21(b)(ii) being referred to collectively as the “Purchased Subsidiary Securities”). There are no outstanding obligations of Seller or any Subsidiary to repurchase, redeem or otherwise acquire any outstanding Purchased Subsidiary Securities. No applicable securities law was violated in connection with the offering, sale or issuance of the Shares to Seller or any of its SubsidiariesPurchased Subsidiary Equity. None of the Shares Purchased Subsidiary Equity have been issued in violation of, and none are subject to, any purchase option, call, right of first refusal, preemptive, subscription, or other similar rightright in favor of any party. Neither the Seller nor any of its Subsidiaries is party to any arrangement granting to any Person any stock appreciation, phantom stock or other similar right with respect to the Shares Purchased Subsidiary Equity or the Purchased Subsidiaries. (c) There is no Legal Proceeding of any kind in existence or, to the Knowledge of Seller, threatened against Seller or a Purchased Subsidiary relating to the Purchased Subsidiary Equity, any unissued shares, debentures or other securities (including any Purchased Subsidiary Securities) of a Purchased Subsidiary or Seller’s right and entitlement to dispose of the Purchased Subsidiary Equity and, to Seller’s Knowledge, there is no fact or circumstance which might give rise to any such proceedings or dispute. (d) In respect of the Purchased Subsidiaries: (i) no order or application has been made or resolution passed for the winding up of a Purchased Subsidiary or for the appointment of a provisional liquidator to a Purchased Subsidiary; (ii) no petition has been presented and no application has been made to court for an administration order relating to a Purchased Subsidiary and no notice of an intention to appoint an administrator of a Purchased Subsidiary has been given or filed; (iii) no receiver or receiver and manager has been appointed of the whole or part of a Purchased Subsidiary’s business or assets; (iv) the Purchased Subsidiaries are not insolvent or unable to pay their debts within the meaning of section 123 of the UK Insolvency ▇▇▇ ▇▇▇▇ and neither Purchased Subsidiary has stopped paying its debts as they fall due; (v) no distress, execution or other process has been levied on an asset of a Purchased Subsidiary; (vi) there is no unsatisfied judgment or court order outstanding against a Purchased Subsidiary; (vii) no step has been taken with a view to the dissolution or striking-off a Purchased Subsidiary from the register; and (viii) no Purchased Subsidiary has been a party to any transaction at an undervalue (within the meaning of s.239 of the UK Insolvency Act 1986), has given or received any preference (within the meaning of s.239 of the UK Insolvency Act 1986) and/or has been a party to any transaction defrauding creditors (within the meaning of s.423 of the UK Insolvency Act 1986), in each case during the two years preceding the date of this Agreement. (e) Each issue of shares in a Purchased Subsidiary, and each registration of a transfer of shares in a Purchased Subsidiary, has complied with the articles of association of the relevant Purchased Subsidiary in force at the relevant time, with all necessary permissions obtained and any stamp duty or other tax payable on any such issue or transfer of shares has been paid. (f) The copy of the memorandum and articles of association of each Purchased Subsidiary that has been provided to UK Buyer is true, complete and up to date. The statutory books (excluding minute books) of each Purchased Subsidiary have been delivered to UK Buyer are up to date, accurate and materially complete and are in the possession of each Purchased Subsidiary or its agent. (g) Since the date Seller owned an interest in each such Purchased Subsidiary, each Purchased Subsidiary has complied with its obligations to file returns, resolutions and other documents required under applicable Laws to be delivered on behalf of the Purchased Subsidiaries to the UK Registrar of Companies. (h) Neither Purchased Subsidiary is, nor has ever been, the owner or registered holder of any shares, loan capital or other securities of any other company and neither Purchased Subsidiary has agreed to become the owner or registered holder of any such shares, loan capital or other securities. (i) There is no power of attorney or other authority under which a person may enter into an obligation on a Purchased Subsidiary’s behalf (other than an authority for an officer or employee to enter into an agreement in the normal and ordinary course of that person’s duties). (j) The only officers of the Purchased Subsidiaries are identified on Schedule 4.21(j) attached hereto.

Purchased Subsidiaries. (a) Each Purchased Subsidiary is duly organized and validly existing under the laws of its jurisdiction of organization and has all organizational powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits and approvals the absence of which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (b) All The authorized and issued and outstanding shares, membership interests or other voting or equity interests of the Shares Purchased Subsidiaries are set forth in Section 3.06(b) of the Disclosure Schedule. Such issued and outstanding shares, membership interests or other voting or equity interests of the Purchased Subsidiaries are owned beneficially and of record directly or indirectly by Seller and its Subsidiaries, (in the case of the Purchased Company) or the Purchased Company (in the case of any other Purchased Subsidiary) free and clear of any LienLien other than Permitted Liens, and Seller or its Subsidiarieshave been duly authorized and validly issued and are fully paid and non assessable. Except for the securities contemplated by the previous sentence, as applicable, will transfer and deliver to Buyer at the Closing valid title to the Shares free and clear of any Lien. There there are no outstanding (i) shares of capital stock or voting securities of Seller or any Purchased Subsidiary, (ii) securities of any Purchased Subsidiary convertible into or exchangeable for shares of capital stock or voting securities of any such Purchased Subsidiary or (iiiii) options or other rights to acquire from Seller or any Purchased Subsidiary, or other obligation obligations of Seller or any the Purchased Subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any such Purchased Subsidiary (the items in clauses 3.06(b)(i) and 3.06(b)(ii) being referred to collectively as the foregoing, collectively, “Purchased Subsidiary Securities”). There are no outstanding obligations of Seller or any Purchased Subsidiary to repurchase, redeem or otherwise acquire any outstanding Purchased Subsidiary Securities. No applicable securities law was violated in connection with the offering, sale or issuance of the Shares to Seller or any of its Subsidiaries. None of the Shares have been issued in violation of, and none are subject to, any purchase option, call, right of first refusal, preemptive, subscription, or other similar right. Neither the Seller nor any of its Subsidiaries is party to any arrangement granting to any Person any stock appreciation, phantom stock or other similar right with respect to the Shares or the Purchased Subsidiaries.

Purchased Subsidiaries. (a) Each Purchased Subsidiary is duly organized and validly existing under the laws of its jurisdiction of organization organization. Section 3.5 of the Disclosure Schedule sets forth each Purchased Subsidiary, listing for each Purchased Subsidiary its name, type of entity, the jurisdiction of its incorporation or organization, the number and has all organizational powers type of its issued and all material governmental licensesoutstanding equity securities, authorizations, permits, consents and approvals required to carry on its business as now conductedthe current record and beneficial ownership of such equity securities. (b) All the Shares have been duly authorized and validly issued and are fully paid and non-assessable. All of the Shares are owned beneficially and of record by Seller and its SubsidiariesSeller, the Retained Subsidiaries or a Purchased Subsidiary (as applicable) as set forth on Section 3.5 of the Disclosure Schedule free and clear of any LienLien and Seller, and a Seller Entity or its Subsidiaries, a Purchased Subsidiary (as applicable, will transfer ) has good and deliver to Buyer at the Closing valid title to the Shares free and clear of any Lienall Liens. There are no outstanding (i) securities of Seller or any Subsidiary convertible into or exchangeable for for, at any time, shares of capital stock or voting securities of any Purchased Subsidiary or (ii) options options, warrants, convertible securities, or other rights rights, agreements, arrangements, or commitments of any character (written or oral) (including any put, call, preemptive right, right of first refusal or other contractual obligation) to acquire from Seller or any Purchased SubsidiaryPerson, or other obligation of Seller or any Subsidiary Person to issue, transfer, or sell any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any Purchased Subsidiary (the items in clauses 3.06(b)(i(i) and 3.06(b)(ii(ii) of Section 3.5(b) being referred to collectively as the “Purchased Subsidiary Securities”). There are no outstanding obligations of Seller or any Subsidiary Person to repurchase, redeem or otherwise acquire any outstanding Purchased Subsidiary Securities. No applicable securities law was violated in connection with the offering, sale Purchased Subsidiary has outstanding or issuance of the Shares to Seller or any of its Subsidiaries. None of the Shares have been issued in violation of, and none are subject to, any purchase option, call, right of first refusal, preemptive, subscription, or other similar right. Neither the Seller nor any of its Subsidiaries is party to any arrangement granting to any Person authorized any stock appreciation, phantom stock stock, profit participation, or similar rights. There are no voting trusts, shareholder agreements, proxies, or other similar right agreements or understandings in effect with respect to the Shares voting or transfer of any of the equity securities of any Purchased SubsidiariesSubsidiary. (c) True and complete copies of the certificate of incorporation, bylaws and other organizational documents of each Purchased Subsidiary, as amended and in effect on the date of this Agreement, has been made available to Buyer. No Purchased Subsidiary is in default under or in violation of any provision of its organizational documents.

Purchased Subsidiaries. (a) Each Purchased Subsidiary is duly organized and validly existing and in good standing (or the equivalent thereof) under the laws of its jurisdiction of organization and has all organizational powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted. (b) Each Purchased Subsidiary has the capitalization set forth in Section 3.05(b) of the Disclosure Schedule. All of the Shares are owned beneficially and of record by Seller and its SubsidiariesSeller, the Retained Subsidiaries or a Purchased Subsidiary (as applicable) free and clear of any Lien. All of the Shares have been duly authorized and validly issued and, to the extent such concepts are applicable thereto, are fully paid and nonassessable, and Seller are not subject to, and were not issued in violation of, any preemptive or its Subsidiaries, as applicable, will transfer and deliver to Buyer at the Closing valid title to the Shares free and clear of any Liensimilar rights. There are no outstanding (i) securities of Seller or any Subsidiary of its Subsidiaries convertible into or exchangeable for shares of capital stock or other equity interests or voting securities of any Purchased Subsidiary or (ii) options or other rights to acquire from Seller or any of its Subsidiaries or any Purchased Subsidiary, or any other agreement or other obligation of Seller or any Subsidiary of its Subsidiaries pursuant to which Seller or its Subsidiaries is or may become obligated to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock, stock or other equity interests or voting securities or securities convertible into or exchangeable for or evidencing the right to subscribe for or acquire, any capital stock or other equity interests or voting securities of any Purchased Subsidiary (the items in clauses 3.06(b)(i(b)(i) and 3.06(b)(ii(b)(ii) being referred to collectively as the “Purchased Subsidiary Securities”). There are no outstanding obligations of Seller or any Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding Purchased Subsidiary Securities. No applicable securities law was violated in connection with the offering, sale or issuance of the Shares to Seller or any of its Subsidiaries. None of the Shares have been issued in violation of, and none are subject to, any purchase option, call, right of first refusal, preemptive, subscription, or other similar right. Neither the Seller nor any of its Subsidiaries is party to any arrangement granting to any Person any stock appreciation, phantom stock or other similar right with respect to the Shares or the Purchased Subsidiaries.

Purchased Subsidiaries. (a) Each ‎Each Purchased Subsidiary is duly organized and validly existing under the laws of its jurisdiction of organization and has all organizational powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits and approvals the absence of which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (b) All The authorized and issued and outstanding shares, membership interests or other voting or equity interests of the Shares Purchased Subsidiaries are set forth in ‎Section 3.06(b) of the Disclosure Schedule. Such issued and outstanding shares, membership interests or other voting or equity interests of the Purchased Subsidiaries are owned beneficially and of record directly or indirectly by Seller and its Subsidiaries, (in the case of the Purchased Company) or the Purchased Company (in the case of any other Purchased Subsidiary) free and clear of any LienLien other than Permitted Liens, and Seller or its Subsidiarieshave been duly authorized and validly issued and are fully paid and non assessable. Except for the securities contemplated by the previous sentence, as applicable, will transfer and deliver to Buyer at the Closing valid title to the Shares free and clear of any Lien. There there are no outstanding (i) shares of capital stock or voting securities of Seller or any Purchased Subsidiary, (ii) securities of any Purchased Subsidiary convertible into or exchangeable for shares of capital stock or voting securities of any such Purchased Subsidiary or (iiiii) options or other rights to acquire from Seller or any Purchased Subsidiary, or other obligation obligations of Seller or any the Purchased Subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any such Purchased Subsidiary (the items in clauses 3.06(b)(i) and 3.06(b)(ii) being referred to collectively as the foregoing, collectively, “Purchased Subsidiary Securities”). There are no outstanding obligations of Seller or any Purchased Subsidiary to repurchase, redeem or otherwise acquire any outstanding Purchased Subsidiary Securities. No applicable securities law was violated in connection with the offering, sale or issuance of the Shares to Seller or any of its Subsidiaries. None of the Shares have been issued in violation of, and none are subject to, any purchase option, call, right of first refusal, preemptive, subscription, or other similar right. Neither the Seller nor any of its Subsidiaries is party to any arrangement granting to any Person any stock appreciation, phantom stock or other similar right with respect to the Shares or the Purchased Subsidiaries.

Purchased Subsidiaries. (a) ¤ Each Purchased Subsidiary is duly organized and validly existing and in good standing (or the equivalent thereof) under the laws of its jurisdiction of organization and has all organizational powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted. (ba) Each Purchased Subsidiary has the capitalization set forth in Section 3.05(b) of the Disclosure Schedule. All of the Shares are owned beneficially and of record by Seller and its SubsidiariesSeller, the Retained Subsidiaries or a Purchased Subsidiary (as applicable) free and clear of any Lien. All of the Shares have been duly authorized and validly issued and, to the extent such concepts are applicable thereto, are fully paid and nonassessable, and Seller are not subject to, and were not issued in violation of, any preemptive or its Subsidiaries, as applicable, will transfer and deliver to Buyer at the Closing valid title to the Shares free and clear of any Liensimilar rights. There are no outstanding (i) securities of Seller or any Subsidiary of its Subsidiaries convertible into or exchangeable for shares of capital stock or other equity interests or voting securities of any Purchased Subsidiary or (ii) options or other rights to acquire from Seller or any of its Subsidiaries or any Purchased Subsidiary, or any other agreement or other obligation of Seller or any Subsidiary of its Subsidiaries pursuant to which Seller or its Subsidiaries is or may become obligated to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock, stock or other equity interests or voting securities or securities convertible into or exchangeable for or evidencing the right to subscribe for or acquire, any capital stock or other equity interests or voting securities of any Purchased Subsidiary (the items in clauses 3.06(b)(i(b)(i) and 3.06(b)(ii(b)(ii) being referred to collectively as the “Purchased Subsidiary Securities”). There are no outstanding obligations of Seller or any Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding Purchased Subsidiary Securities. No applicable securities law was violated in connection with the offering, sale or issuance of the Shares to Seller or any of its Subsidiaries. None of the Shares have been issued in violation of, and none are subject to, any purchase option, call, right of first refusal, preemptive, subscription, or other similar right. Neither the Seller nor any of its Subsidiaries is party to any arrangement granting to any Person any stock appreciation, phantom stock or other similar right with respect to the Shares or the Purchased Subsidiaries.

Purchased Subsidiaries. (a) Each Purchased Subsidiary is duly organized and validly existing under the laws of its jurisdiction of organization and has all organizational requisite corporate or other powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conductedconducted and is duly licensed or 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 properties or assets or the conduct of its business as now conducted requires such qualification, except for those licenses, authorizations, permits, consents and approvals the absence of which would not result in a Material Adverse Effect. Each Purchased Subsidiary and its jurisdiction of organization is identified on ‎Section 3.05(a) of the Disclosure Schedule. Except for the Business, none of the Purchased Subsidiaries has conducted any other business or otherwise owns any assets or properties, or has any Liabilities, that are not Related to the Business. Correct and complete copies of the organizational documents of each Purchased Subsidiary have been provided to Buyer. (bi) All the Purchased Subsidiary Securities are, and when issued were, duly authorized and validly issued and are fully paid and non-assessable, (i) ‎Section 3.05(b)(ii) of the Disclosure Schedule sets forth a correct and complete list of all of the issued and outstanding capital stock, voting securities and other equity of the Purchased Subsidiaries (and any Liens thereto) and the legal and beneficial owner thereof and (i) the Purchased Subsidiary Securities were offered, issued, sold and delivered by the applicable Purchased Subsidiary in compliance with all Applicable Law and preemptive or similar rights. All of the Shares Purchased Subsidiary Securities are wholly owned beneficially and of record by Seller and its SubsidiariesSeller, the Retained Subsidiaries or a Purchased Subsidiary (as applicable) free and clear of any Lien, and Seller or its Subsidiaries, as applicable, will transfer and deliver to Buyer at the Closing valid title to the Shares free and clear of any Lienother than Permitted Liens. There are no outstanding (i) outstanding securities or other equity interests of Seller or any Retained Subsidiary convertible into or exchangeable for shares of capital stock or other equity interests or voting securities of any Purchased Subsidiary or (iii) options preemptive or other outstanding rights, subscriptions, options, warrants, stock appreciation rights, phantom equity or similar rights, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities or other Contracts or other rights to acquire from Seller or any Purchased Subsidiaryof its Subsidiaries, or other obligation of Seller or any Subsidiary of its Subsidiaries or any of their respective Affiliates to issueissue or give any Person a right, directly or indirectly (whether with or without the occurrence of any contingency), to subscribe for or acquire, any capital stock, or other equity interests or voting securities or securities convertible into or exchangeable for capital stock or other equity interests or voting securities of any Purchased Subsidiary (the items in clauses 3.06(b)(i‎(b)‎(i) and 3.06(b)(ii) ‎(b)‎(ii), including, for the avoidance of doubt, the Shares and the capital stock of Clairson, Inc., being referred to collectively as the “Purchased Subsidiary Securities”). There are no outstanding obligations of Seller or any Subsidiary of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding Purchased Subsidiary Securities. . (c) No applicable Purchased Subsidiary has any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible or exchangeable into or exercisable for securities law was violated in connection having the right to vote) with the offeringstockholders or holders of capital stock, sale equity interests or issuance voting securities of the Shares such Purchased Subsidiary on any matter. (d) There are no voting trusts or other agreements or understandings to Seller which Seller, any Retained Subsidiary or any of its Subsidiaries. None of the Shares have been issued in violation of, and none are subject to, any purchase option, call, right of first refusal, preemptive, subscription, or other similar right. Neither the Seller nor any of its Subsidiaries Purchased Subsidiary is a party to any arrangement granting to any Person any stock appreciation, phantom stock or other similar right with respect to the voting of the Shares or any equity interests in any Purchased Subsidiary. (e) Seller has provided Buyer with copies of the articles of incorporation and bylaws (or similar governing documents for each such Person who is not a corporation), and all amendments thereto, of all Purchased Subsidiaries, which copies are true and complete in all respects.

Purchased Subsidiaries. (ai) Each Purchased Subsidiary is duly organized and validly existing under the laws of its jurisdiction of organization and has all organizational powers All income tax and all other material governmental licenses, authorizations, permits, consents and approvals Tax Returns that were required to carry on its business as now conductedhave been filed by Seller in respect of or in relation to the Purchased Subsidiaries have been filed (taking into account any extensions of time in which to file) and all such Tax Returns are true, correct and complete in all material respects. (bii) All The Purchased Subsidiaries are not currently the subject of an audit or other examination of material Taxes by any taxing authority and has not received any written notice from any taxing authority relating to any issue which could have an adverse effect in any material respect on the Tax liability of the Shares are owned beneficially and of record by Seller and its Subsidiaries, free and clear of any Lien, and Seller or its Subsidiaries, as applicable, will transfer and deliver to Buyer at Purchased Subsidiaries after the Closing valid title to the Shares free and clear of any Lien. Date. (iii) There are no outstanding (i) securities requests, agreements, consents or waivers to extend the statutory period of Seller limitations applicable to the assessment or any Subsidiary convertible into or exchangeable for shares of capital stock or voting securities collection of any Purchased Subsidiary Taxes or (ii) options or other rights to acquire from Seller or any Purchased Subsidiary, or other obligation of Seller or any Subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any Purchased Subsidiary (the items in clauses 3.06(b)(i) and 3.06(b)(ii) being referred to collectively as the “Purchased Subsidiary Securities”). There are no outstanding obligations of Seller or any Subsidiary to repurchase, redeem or otherwise acquire any outstanding Purchased Subsidiary Securities. No applicable securities law was violated in connection with the offering, sale or issuance of the Shares to Seller or any of its Subsidiaries. None of the Shares have been issued in violation of, and none are subject to, any purchase option, call, right of first refusal, preemptive, subscription, or other similar right. Neither the Seller nor any of its Subsidiaries is party to any arrangement granting to any Person any stock appreciation, phantom stock or other similar right with respect to the Shares or deficiencies against the Purchased Subsidiaries. (iv) All Taxes which the Purchased Subsidiaries are required by Law to withhold or collect in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, non-resident or other third party have been duly withheld or collected (including, but not limited to, Code Section 3402), and have been timely paid over to the proper authorities to the extent due and payable. (v) There are no tax sharing, allocation, indemnification or similar agreements in effect as between either of the Purchased Subsidiaries and any other Person under which the applicable Purchased Subsidiary could be liable for the Taxes of another Person after the Closing Date. (vi) There are no Encumbrances with respect to any Taxes of the Purchased Subsidiaries other than Permitted Encumbrances. (vii) No jurisdiction where no Tax Return has been filed or no Tax has been paid by either of the Purchased Subsidiaries has made a claim for the payment of any Tax or the filing of any Tax Return, in each case, with respect to such Purchased Subsidiary. (viii) Each of the Purchased Subsidiaries is not and will not be required to include any item of income in, or exclude any item of deduction from, federal taxable income for any Tax period (or portion thereof) ending after the Closing Date, as a result of a change in method of accounting, any installment sale or open transaction, any prepaid amount, refund or credit. (ix) Each of the Purchased Subsidiaries is not and has never been a beneficiary of or otherwise participated in any reportable transaction within the meaning of Treasury Regulation Section 1.6011-4(b)(1). (x) Each of the Purchased Subsidiaries is not, nor has it ever been, a “United States real property holding corporation” within the meaning of Code Section 897(c)(2) at any time during the applicable period referred to in Code Section 897(c)(l)(A)(ii).

Purchased Subsidiaries. (a) Each Purchased Subsidiary is duly organized and validly existing and, to the extent legally applicable, in good standing under the laws of its jurisdiction of organization organization. Each Purchased Subsidiary (i) has full organizational and has all organizational powers corporate power and all material governmental licenses, authorizations, permits, consents and approvals required authority to carry on its business the Business as now conductedconducted and (ii) has full corporate power and authority to own, lease and operate any and all of its properties, rights and assets in respect of the Business. Since the Balance Sheet Date and except as disclosed to Buyer prior to the date hereof, no Purchased Subsidiary has been treated as a corporation for Tax purposes. (b) Section 3.05(b) of the Disclosure Schedule sets forth the authorized, issued and outstanding shares of capital stock (or other equity interests) of each Purchased Subsidiary and the record and beneficial owners of such outstanding shares of capital stock (or other equity interests) of each Purchased Subsidiary. All of the Shares (and equity interests in the other Purchased Subsidiaries) are owned beneficially and of record by Seller and its SubsidiariesSeller, free and clear of any Lien, and Seller the Retained Subsidiaries or its Subsidiaries, a Purchased Subsidiary (as applicable, will transfer and deliver to Buyer at the Closing valid title to the Shares ) free and clear of any Lien. There are no All of the issued and outstanding (i) securities of Seller or any Subsidiary convertible into or exchangeable for shares of capital stock (or voting other equity interests) of the Purchased Subsidiaries (i) are duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive or similar rights, and (ii) were offered and issued in compliance with applicable securities laws. Each of Seller, the applicable Retained Subsidiary and Purchased Subsidiaries has the right, authority and power to sell, assign and transfer any or all of such Shares to Buyer. (c) Except for the Shares and as otherwise set forth on Section 3.05 Section 3.05(b) of the Disclosure Schedule or Section 3.05(c) of the Disclosure Schedule, there are no equity interests in a Purchased Subsidiary issued, reserved for issuance or outstanding and there are no preemptive or similar rights on the part of any holder of any class of securities of any Purchased Subsidiary (other than any other Purchased Subsidiary). There are no options, warrants, preemptive or similar rights, rights of first refusal, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units or Contracts to which any Purchased Subsidiary, Seller or any of its Subsidiaries is a party or by which any of them is bound that (i) would obligate any of them to issue, deliver, sell, purchase or redeem, or cause to be issued, delivered, sold, purchased or redeemed, any equity interests of any Purchased Subsidiary or any security convertible into, or exercisable or exchangeable for, any equity interests of a Purchased Subsidiary or (ii) options would obligate any Purchased Subsidiary or any other rights Person to acquire from Seller issue, grant, extend or enter into any such option, warrant, security, right, unit or Contract of any Purchased Subsidiary, or other obligation of Seller or any Subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any Purchased Subsidiary (the items in clauses 3.06(b)(i) and 3.06(b)(ii) being referred to collectively as the “Purchased Subsidiary Securities”). There are no outstanding obligations of Seller or any Subsidiary to repurchase, redeem or otherwise acquire any outstanding Purchased Subsidiary Securities. No applicable securities law was violated in connection with the offering, sale or issuance of the Shares to Seller or any of its Subsidiaries. None of the Shares have been issued in violation of, and none are subject to, any purchase option, call, right of first refusal, preemptive, subscription, or other similar right. Neither the Seller nor any of its Subsidiaries is party to any arrangement granting to any Person any stock appreciation, phantom stock or other similar right with respect to the Shares or the Purchased Subsidiaries.

Purchased Subsidiaries. (a) Each Purchased Subsidiary is duly organized and validly existing and, to the extent legally applicable, in good standing (or the equivalent thereof) under the laws of its jurisdiction of organization and has all organizational powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now presently conducted, except for those licenses, authorizations, permits and approvals the absence of which would not reasonably be expected, individually or in the aggregate, to result in material Liability to the Business, taken as a whole, or materially impair the operations of the Business, taken as a whole, or prevent or materially delay the transactions contemplated by this Agreement or any other Transaction Document to which Seller or any of its Subsidiaries is a party. Each Purchased Subsidiary and its jurisdiction of organization is identified on Section 3.05(a) of the Disclosure Schedule. (b) Section 3.05(b) of the Disclosure Schedule sets forth the authorized, issued and outstanding equity interests of each Purchased Subsidiary and the record (or legal, as that concept is applicable) and beneficial owners of such outstanding equity interests. All of the Shares Interests (and equity interests or shares of capital stock in the direct and indirect Subsidiaries of the Purchased Subsidiaries) are owned beneficially and of record by Seller and its SubsidiariesSeller, the Retained Subsidiaries or a Purchased Subsidiary (as applicable) free and clear of any LienLien (other than transfer restrictions of general applicability as may be provided under applicable securities laws). All of the issued and outstanding equity interests of the Purchased Subsidiaries (and equity interests or shares of capital stock in the direct and indirect Subsidiaries of the Purchased Subsidiaries) (i) are duly authorized and validly issued and were not issued in violation of any preemptive or similar rights, and Seller or its Subsidiaries, as applicable, will transfer (ii) were offered and deliver to Buyer at the Closing valid title issued in compliance with applicable securities laws and (iii) to the Shares free extent such concepts are applicable thereto, are fully paid and clear nonassessable. (c) Except for the Interests and as otherwise set forth on Section 3.05(b) of the Disclosure Schedule, there are no equity interests in a Purchased Subsidiary issued, reserved for issuance or outstanding and there are no preemptive or similar rights on the part of any Lienholder of any class of securities of any Purchased Subsidiary (other than any other Purchased Subsidiary). There are no outstanding options, warrants, preemptive or similar rights, rights of first refusal, convertible or exchangeable securities, “phantom” stock rights, equity appreciation rights, equity-based performance units or Contracts to which any Purchased Subsidiary, Seller or any of its Subsidiaries is a party or by which any of them is bound that (i) securities would obligate any of Seller them to issue, deliver, sell, purchase or redeem, or cause to be issued, delivered, sold, purchased or redeemed, any equity interests of any Purchased Subsidiary or any Subsidiary security convertible into into, or exercisable or exchangeable for shares for, any equity interests of capital stock or voting securities of any a Purchased Subsidiary or (ii) options would obligate any Purchased Subsidiary or any other rights Person to acquire from Seller issue, grant, extend or enter into any such option, warrant, security, right, unit or Contract of any Purchased Subsidiary. (d) Except for the Business, none of the Purchased Subsidiaries has conducted any other business or other obligation otherwise owns any assets or properties or has any Liabilities, that are not related to the Business. Correct and complete copies of Seller or any Subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities the organizational documents of any each Purchased Subsidiary (the items in clauses 3.06(b)(i) and 3.06(b)(ii) being referred to collectively as the “Purchased Subsidiary Securities”). There are no outstanding obligations of Seller or any Subsidiary to repurchase, redeem or otherwise acquire any outstanding Purchased Subsidiary Securities. No applicable securities law was violated in connection with the offering, sale or issuance of the Shares to Seller or any of its Subsidiaries. None of the Shares have been issued in violation of, and none are subject to, any purchase option, call, right of first refusal, preemptive, subscription, or other similar right. Neither the Seller nor any of its Subsidiaries is party provided to any arrangement granting to any Person any stock appreciation, phantom stock or other similar right with respect to the Shares or the Purchased SubsidiariesBuyer.

Purchased Subsidiaries. (a) Each Purchased Subsidiary is duly organized and validly existing under the laws Laws of its jurisdiction of organization and has all organizational powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits and approvals the absence of which would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. (b) All of the Shares are owned beneficially and of record by Seller and its Subsidiariesthe Equity Sellers, free and clear of any Lien, except for Liens that will be released at the Initial Closing, or restrictions on transfer other than transfer restrictions imposed thereon by Law. The Equity Sellers have, or, in respect of the North Carolina Shares or Delaware Shares, will have at the North Carolina Closing and Seller Delaware Closing, respectively, the right, authority and power to sell, assign and transfer the Shares to Buyer. Upon delivery to Buyer of certificates for the Shares at the Initial Closing, the North Carolina Closing or its Subsidiariesthe Delaware Closing, as applicable, will transfer and deliver to Buyer’s payment of the Purchase Price, Buyer at the Closing shall acquire good, valid and marketable title to the Shares free and clear of any Lien. There are no outstanding (i) securities of Seller or any Subsidiary convertible into or exchangeable for shares of capital stock or voting securities of any Purchased Subsidiary or (ii) options or other rights to acquire from Seller or any Purchased Subsidiary, or other obligation of Seller or any Subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any Purchased Subsidiary (the items in clauses 3.06(b)(i) and 3.06(b)(ii) being referred to collectively as the “Purchased Subsidiary Securities”). There are no outstanding obligations of Seller or any Subsidiary to repurchase, redeem or otherwise acquire any outstanding Purchased Subsidiary Securities. No applicable securities law was violated in connection with the offering, sale or issuance of the Shares to Seller or any of its SubsidiariesShares. None of the Shares have been issued in violation of, and none or are subject to, any purchase preemptive or subscription rights. (c) No Purchased Subsidiary owns, directly or indirectly, any shares of capital stock of, or other equity interest in, any other Person. (d) Schedule 4.05(d) sets forth, for each Purchased Subsidiary, the amount of its authorized capital stock or other equity or ownership interests, the amount of its outstanding capital stock or other equity or ownership interests, and the record and beneficial owners of its outstanding capital stock or other equity or ownership interests. Except as set forth on Schedule 4.05(d), there is no existing option, warrant, call, right or agreement to which Seller, the Equity Sellers or any Purchased Subsidiary is a party requiring, and there are no securities of first refusal, preemptive, subscription, Seller or other similar right. Neither the Seller nor any of its Subsidiaries (including the Purchased Subsidiaries) outstanding that upon conversion or exchange would require, an increase to the value of any capital stock of any Purchased Subsidiary or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase any capital stock of any Purchased Subsidiary. Except as set forth on Schedule 4.05(d), none of Seller, the Equity Sellers nor any Purchased Subsidiary is a party to any arrangement granting to any Person any stock appreciation, phantom stock voting trust or other similar right agreement with respect to the voting, redemption, sale, transfer or other disposition of the interests of any Purchased Subsidiary. Each Share is duly authorized, validly issued, fully paid and nonassessable, and with respect to each Share of a Purchased Subsidiary that is a limited liability company, each Share has been duly authorized, validly issued, fully paid and is not subject to further obligations on the part of any Equity Seller to make future payments for its purchase of such Share or contributions to the applicable Purchased Subsidiary solely by reason of their ownership of such Share. The Shares or have been offered, sold and delivered by the applicable Purchased SubsidiariesSubsidiary in compliance with all applicable Laws.