Common use of Qualification, Organization, Subsidiaries, etc Clause in Contracts

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing, character or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing or to have such power or authority, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has made available to the Company prior to the date of this Agreement a true and complete copy of its certificate of incorporation and bylaws (the “Parent Organizational Documents”) and has made available to the Company prior to the date of this Agreement a true and complete copy of the certificate of incorporation and bylaws or other equivalent organizational documents of each of its Subsidiaries, each as amended through the date hereof. Neither the Parent nor any Subsidiary of the Parent is in material violation of any provision of its certificate of incorporation or bylaws (or equivalent organizational documents). (b) Section 4.1(b)(i) of the Parent Disclosure Schedule sets forth a complete list, as of the date hereof, of each Subsidiary of the Parent and its jurisdiction of organization or formation and the jurisdictions in which they are qualified to do business. Section 4.1(b)(ii) of the Parent Disclosure Schedule sets forth each of the Parent’s Subsidiaries and the ownership interest of the Parent in each such Subsidiary, as well as the ownership interest of any other person or persons in each such Subsidiary. All of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Parent have been validly issued and are fully paid and nonassessable. Except as set forth in Section 4.1(b)(ii) of the Parent Disclosure Schedule, all of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Parent are owned by Parent, by one or more Subsidiaries of Parent or by Parent and one or more Subsidiaries of Parent, in each case free and clear of all Liens, except for Parent Permitted Liens. Except as set forth in Section 4.1(b)(iii) of the Parent Disclosure Schedule, except for the capital stock and other equity interests of its Subsidiaries, neither Parent nor any of its Subsidiaries owns, directly or indirectly, any capital stock or other equity interest in any other person (including through participation in any joint venture or similar arrangement), other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies, and there are no Parent Joint Ventures. “Parent Joint Venture” means any corporation, limited liability company, partnership, joint venture, trust or other entity which is not a Subsidiary of Parent and in which (i) Parent, directly or indirectly, owns or controls any shares of any class of the outstanding voting securities or other equity interests (other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies) or (ii) Parent or a Subsidiary of Parent is a general partner.

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent the Company and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and assets, to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing, character leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing standing, or to have such power or authority, would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Parent The Company has made available to the Company Parent prior to the date of this Agreement a true and complete copy of its certificate of incorporation charter and bylaws bylaws, each as amended through the date hereof and which are in full force and effect (the “Parent Company Organizational Documents”) and has made available to the Company Parent prior to the date of this Agreement a true and complete copy of the certificate articles of incorporation and bylaws or other equivalent organizational documents of each of its Subsidiaries, each as amended through the date hereof. Neither the Parent nor any Subsidiary of the Parent is in material violation of any provision of its certificate of incorporation or bylaws (or equivalent organizational documents). (b) Section 4.1(b)(i3.1(b) of the Parent Company Disclosure Schedule sets forth a complete list, as of the date hereof, of lists each Subsidiary of the Parent Company and its jurisdiction of organization or formation and the jurisdictions in which they are qualified to do business. Section 4.1(b)(ii) of the Parent Disclosure Schedule sets forth each of the Parent’s Subsidiaries and the ownership interest of the Parent in each such Subsidiary, as well as the ownership interest of any other person or persons in each such Subsidiary. All of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Parent Company have been validly issued and are fully paid and nonassessable. Except as set forth in Section 4.1(b)(ii) of the Parent Disclosure Schedule, all All of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Parent are owned by Parent, by one or more Subsidiaries of Parent or by Parent and one or more Subsidiaries of Parent, in each case free and clear of all Liens, except for Parent Permitted Liens. Except as set forth in Section 4.1(b)(iii) of the Parent Disclosure Schedule, except for the capital stock and other equity interests of its Subsidiaries, neither Parent nor any of its Subsidiaries owns, directly or indirectly, any capital stock or other equity interest in any other person (including through participation in any joint venture or similar arrangement), other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies, and there are no Parent Joint Ventures. “Parent Joint Venture” means any corporation, limited liability company, partnership, joint venture, trust or other entity which is not a Subsidiary of Parent and in which (i) Parent, directly or indirectly, owns or controls any shares of any class of the outstanding voting securities or other equity interests (other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies) or (ii) Parent or a Subsidiary of Parent is a general partner.each

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent the Company and its Subsidiaries is a legal entity duly organized, validly existing and and, where relevant, in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, leasing, character leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or or, where relevant, in good standing standing, or to have such power or authority, would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Company Material Adverse Effect. Parent The Company has made available to filed with the Company SEC, prior to the date of this Agreement Agreement, a true complete and complete copy of its certificate of incorporation and bylaws (the “Parent Organizational Documents”) and has made available to the Company prior to the date of this Agreement a true and complete accurate copy of the certificate of incorporation Company Certificate and bylaws or other equivalent organizational documents of each of its Subsidiaries, each the Company Bylaws as amended through to the date hereof. Neither The Company Certificate and the Parent nor any Subsidiary of Company Bylaws are in full force and effect and the Parent Company is not in material violation of any provision of its certificate of incorporation either the Company Certificate or bylaws (or equivalent organizational documents)the Company Bylaws. (b) Section 4.1(b)(i) of All the Parent Disclosure Schedule sets forth a complete list, as of the date hereof, of each Subsidiary of the Parent issued and its jurisdiction of organization or formation and the jurisdictions in which they are qualified to do business. Section 4.1(b)(ii) of the Parent Disclosure Schedule sets forth each of the Parent’s Subsidiaries and the ownership interest of the Parent in each such Subsidiary, as well as the ownership interest of any other person or persons in each such Subsidiary. All of the outstanding shares of capital stock of, or other equity interests of in, each Company Subsidiary of the Parent have been validly issued and are fully paid and nonassessable. Except as set forth in Section 4.1(b)(ii) of the Parent Disclosure Schedulenonassessable and are wholly owned, all of the outstanding shares of capital stock directly or other equity interests of each Subsidiary of the Parent are owned by Parentindirectly, by one or more Subsidiaries of Parent or by Parent and one or more Subsidiaries of Parent, in each case the Company free and clear of all Liens, except for Parent other than Company Permitted Liens. Except The Company has provided Parent with a true and complete list of all Company Subsidiaries as set forth in Section 4.1(b)(iii) of the Parent Disclosure Schedule, except for the capital stock and other equity interests date of its Subsidiaries, neither Parent nor any of its Subsidiaries owns, directly or indirectly, any capital stock or other equity interest in any other person (including through participation in any joint venture or similar arrangement), other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies, and there are no Parent Joint Ventures. “Parent Joint Venture” means any corporation, limited liability company, partnership, joint venture, trust or other entity which is not a Subsidiary of Parent and in which (i) Parent, directly or indirectly, owns or controls any shares of any class of the outstanding voting securities or other equity interests (other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies) or (ii) Parent or a Subsidiary of Parent is a general partnerthis Agreement.

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent the Company and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and assets, to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing, character or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing standing, or to have such power or authority, would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Parent The Company has made available to the Company Parent prior to the date of this Agreement a true and complete copy of its certificate of incorporation and bylaws (the “Parent Company Organizational Documents”) and has made available to the Company Parent prior to the date of this Agreement a true and complete copy of the certificate of incorporation and bylaws or other equivalent organizational documents of each of its Subsidiaries, each as amended through the date hereof. Neither the Parent Company nor any Subsidiary of the Parent Company is in material violation of any provision of its certificate of incorporation or bylaws (or equivalent organizational documents). (b) Section 4.1(b)(i3.1(b)(i) of the Parent Company Disclosure Schedule sets forth a complete list, as of the date hereof, of each Subsidiary of the Parent Company and its jurisdiction of organization or formation and the jurisdictions in which they are qualified to do business. Section 4.1(b)(ii3.1(b)(ii) of the Parent Company Disclosure Schedule sets forth each of the ParentCompany’s Subsidiaries and the ownership interest of the Parent Company in each such Subsidiary, as well as the ownership interest of any other person or persons in each such Subsidiary. All of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Parent Company have been validly issued and are fully paid and nonassessable. Except as set forth in Section 4.1(b)(ii3.1(b)(ii) of the Parent Company Disclosure Schedule, all of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Parent Company are owned by Parentthe Company, by one or more Subsidiaries of Parent the Company or by Parent the Company and one or more Subsidiaries of Parentthe Company, in each case free and clear of all Liens, except for Parent Company Permitted Liens. Except as set forth in Section 4.1(b)(iii3.1(b)(iii) of the Parent Company Disclosure Schedule, except for the capital stock and other equity interests of its Subsidiaries, neither Parent the Company nor any of its Subsidiaries owns, directly or indirectly, any capital stock or other equity interest in any other person (including through participation in any joint venture or similar arrangement), other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies, and there are no Parent Company Joint Ventures. “Parent Company Joint Venture” means any corporation, limited liability company, partnership, joint venture, trust or other entity which is not a Subsidiary of Parent the Company and in which (i) Parentthe Company, directly or indirectly, owns or controls any shares of any class of the outstanding voting securities or other equity interests (other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies) or (ii) Parent the Company or a Subsidiary of Parent the Company is a general partner.

Qualification, Organization, Subsidiaries, etc. (a) The Company is a legal entity duly organized, validly existing and in good standing under the Laws of Delaware and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. The Company is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent true and complete copies of the charter and bylaws of the Company. (b) Each of Parent and its the Company’s Significant Subsidiaries (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing, character leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing standing, or to have such power or authority, authority would not have or reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Parent The Company has made available to Parent true and complete copies of the charter and bylaws (or similar organizational documents) of each of the Company’s Significant Subsidiaries. Section 4.1(b) of the Company prior to the date of this Agreement Disclosure Letter sets forth a true and complete copy of its certificate of incorporation and bylaws (the “Parent Organizational Documents”) and has made available to the Company prior to the date of this Agreement a true and complete copy of the certificate of incorporation and bylaws or other equivalent organizational documents list of each of its Subsidiaries, each as amended through the date hereof. Neither the Parent nor any Significant Subsidiary of the Parent is in material violation of any provision of its certificate of incorporation or bylaws (or equivalent organizational documents). (b) Section 4.1(b)(i) of the Parent Disclosure Schedule sets forth a complete list, as of the date hereof, of Company and each Subsidiary of the Parent and its Significant Subsidiary’s jurisdiction of organization or formation and the jurisdictions in which they are qualified to do businessorganization. Section 4.1(b)(ii) of the Parent Disclosure Schedule sets forth each of the Parent’s Subsidiaries and the ownership interest of the Parent in each such Subsidiary, as well as the ownership interest of any other person or persons in each such Subsidiary. All Each of the outstanding shares of capital stock or other equity securities (including partnership interests, limited liability company interests or other equity interests) of each Subsidiary of the Parent have been Significant Subsidiaries is duly authorized, validly issued and are issued, fully paid and nonassessable. Except as set forth in Section 4.1(b)(ii) of the Parent Disclosure Schedule, all of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Parent are owned by Parent, by one or more Subsidiaries of Parent or by Parent nonassessable and one or more Subsidiaries of Parent, in each case free and clear of all Liens, except for Parent Permitted Liens. Except as set forth in Section 4.1(b)(iii) of the Parent Disclosure Schedule, except for the capital stock and other equity interests of its Subsidiaries, neither Parent nor any of its Subsidiaries ownsowned, directly or indirectly, by the Company or by a direct or indirect, wholly owned Significant Subsidiary of the Company, free and clear of any capital stock Liens. No direct or other equity interest indirect Significant Subsidiary of the Company owns any Company Shares or Company Equity Awards. (c) Each drilling unit owned or leased by the Company or any of its Significant Subsidiaries, which is subject to classification, is in any other person class (including through participation or in any joint venture laid up status) and free of suspension or similar arrangement), other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companiescancellation to class, and there are no Parent Joint Ventures. “Parent Joint Venture” means any corporation, limited liability company, partnership, joint venture, trust or other entity which is not a Subsidiary registered under the flag of Parent and in which (i) Parent, directly or indirectly, owns or controls any shares of any class of the outstanding voting securities or other equity interests (other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies) or (ii) Parent or a Subsidiary of Parent is a general partnerits flag jurisdiction.

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent the Company and its Subsidiaries is a legal entity duly organized, validly existing and and, where relevant, in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing, character leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or or, where relevant, in good standing standing, or to have such power or authority, would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Company Material Adverse Effect. Parent The Company has made available to filed with the Company SEC, prior to the date of this Agreement a true Agreement, complete and complete copy accurate copies of its certificate the Third Restated Certificate of incorporation and bylaws Incorporation of the Company (the “Parent Organizational DocumentsCompany Certificate of Incorporation”) and has made available to the Restated Bylaws of the Company prior to (the date of this Agreement a true and complete copy of the certificate of incorporation and bylaws or other equivalent organizational documents of each of its Subsidiaries, each “Company Bylaws”) as amended through to the date hereof. Neither The Company Certificate of Incorporation and the Parent nor any Subsidiary Company Bylaws are in full force and effect. None of the Parent Company or any of its Subsidiaries is in material violation of its Organizational Documents in any provision of its certificate of incorporation or bylaws (or equivalent organizational documents)material respect. (b) Section 4.1(b)(i) of All the Parent Disclosure Schedule sets forth a complete list, as of the date hereof, of each Subsidiary of the Parent issued and its jurisdiction of organization or formation and the jurisdictions in which they are qualified to do business. Section 4.1(b)(ii) of the Parent Disclosure Schedule sets forth each of the Parent’s Subsidiaries and the ownership interest of the Parent in each such Subsidiary, as well as the ownership interest of any other person or persons in each such Subsidiary. All of the outstanding shares of capital stock of, or other equity interests of in, each Significant Subsidiary of the Parent Company have been validly issued and are fully paid and nonassessable. Except as set forth in Section 4.1(b)(ii) of the Parent Disclosure Schedulenonassessable and are owned, all of the outstanding shares of capital stock directly or other equity interests of each Subsidiary of the Parent are owned by Parentindirectly, by one or more Subsidiaries of Parent or by Parent and one or more Subsidiaries of Parent, in each case the Company free and clear of all Liens, except for Parent other than Permitted Liens. Except as set forth in Section 4.1(b)(iii) 4.1 of the Parent Company Disclosure Schedule, except for Letter contains a correct and complete list of all of the capital stock and other equity interests of its Company’s Material Subsidiaries, neither Parent nor any the ownership interest of its Subsidiaries owns, directly or indirectly, any capital stock or other equity the Company in each such Subsidiary and the ownership interest in of any other person (including through participation Person or Persons in any joint venture or similar arrangement), other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies, and there are no Parent Joint Ventures. “Parent Joint Venture” means any corporation, limited liability company, partnership, joint venture, trust or other entity which is not a Subsidiary of Parent and in which (i) Parent, directly or indirectly, owns or controls any shares of any class of the outstanding voting securities or other equity interests (other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies) or (ii) Parent or a Subsidiary of Parent is a general partnereach such Subsidiary.

Qualification, Organization, Subsidiaries, etc. (a) Each member of Parent and its Subsidiaries the Belpointe REIT Group is a legal entity duly organized, validly existing and in good standing under the Laws laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and conducted. Each member of the Belpointe REIT Group is qualified to do business and is in good standing as a foreign corporation entity in each jurisdiction where the ownership, leasing, character leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organizedqualified or, validly existingwhere relevant, qualified or in good standing or to have such power or authoritystanding, (i) has not and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, and (ii) has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the ability of Belpointe REIT to consummate the Transactions prior to the Outside Date. Parent Belpointe REIT has made available to the Company prior to the date of this Agreement a true Belpointe PREP complete and complete copy of its certificate of incorporation and bylaws (the “Parent Organizational Documents”) and has made available to the Company prior to the date of this Agreement a true and complete copy accurate copies of the certificate of incorporation Belpointe REIT Governing Documents and bylaws the organizational or other equivalent organizational governing documents of each of its Subsidiaries, each as amended through the date hereof. Neither the Parent nor any Subsidiary other member of the Parent Belpointe REIT Group. The Belpointe REIT Governing Documents, and the organizational or governing documents of each other member of the Belpointe REIT Group, are in full force and effect and no member of the Belpointe REIT Group is not in material violation of any provision of its certificate of incorporation or bylaws (or equivalent organizational documents)thereof. (b) Section 4.1(b)(i) of the Parent Disclosure Schedule sets forth a complete list, as of the date hereof, of each Subsidiary of the Parent and its jurisdiction of organization or formation and the jurisdictions in which they are qualified to do business. Section 4.1(b)(ii) of the Parent Disclosure Schedule sets forth each of the Parent’s Subsidiaries and the ownership interest of the Parent in each such Subsidiary, as well as the ownership interest of any other person or persons in each such Subsidiary. All of the issued and outstanding shares of capital stock of, or other equity interests of in, each Subsidiary member of the Parent Belpointe REIT Group have been validly issued and issued, are fully paid paid, nonassessable and nonassessable. Except as set forth in Section 4.1(b)(ii) of the Parent Disclosure Schedule, all of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Parent are owned by Parent, by one or more Subsidiaries of Parent or by Parent and one or more Subsidiaries of Parent, in each case free and clear of all Liens, except for Parent other than Permitted Liens. Except as set forth in Section 4.1(b)(iii) of the Parent Disclosure Schedule, except for the capital stock and other equity interests of its Subsidiaries, neither Parent nor any of its Subsidiaries owns, directly or indirectly, any capital stock or other equity interest in any other person (including through participation in any joint venture or similar arrangement), other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies, and there are no Parent Joint Ventures. “Parent Joint Venture” means any corporation, limited liability company, partnership, joint venture, trust or other entity which is not a Subsidiary of Parent and in which (i) Parent, directly or indirectly, owns or controls any shares of any class of the outstanding voting securities or other equity interests (other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies) or (ii) Parent or a Subsidiary of Parent is a general partner.

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent the Company and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted conducted. Each of the Company and its Subsidiaries is duly qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, leasing, character leasing or operation of its assets or properties or conduct of its business requires such qualificationqualification and good standing, except where the failure to be so organized, validly existing, qualified or in good standing or to have such power or authority, would not reasonably be expected to havestanding, individually or in the aggregate, would not have a Parent Company Material Adverse Effect. Parent The Company has made available to the Company prior to the date of this Agreement a true and complete copy of its certificate of incorporation and bylaws (the “Parent Organizational Documents”) and has made available to the Company prior to the date of this Agreement a true and complete copy of the Company’s certificate of incorporation (the “Company Charter”) and the Company’s bylaws or other equivalent organizational documents of each of its Subsidiaries(the “Company Bylaws”), each as amended through the date hereofof this Agreement. Neither The Company Charter, the Parent nor any Subsidiary of Company Bylaws and the Parent is in material violation of any provision of its certificate of incorporation or and bylaws (or equivalent organizational documents)) of each of the Company’s Subsidiaries (the “Subsidiary Governance Documents”) are in full force and effect. None of the Company or any of its Subsidiaries is in violation of any provision of the Company Charter, the Company Bylaws or the Subsidiary Governance Documents. (b) Section 4.1(b)(i2.1(b) of the Parent Company Disclosure Schedule sets forth a complete list, as of the date hereof, of lists each Subsidiary of the Parent Company and its jurisdiction of organization or formation and the jurisdictions in which they are qualified to do business. Section 4.1(b)(ii) of the Parent Disclosure Schedule sets forth each of the Parent’s Subsidiaries and the ownership interest of the Parent in each such Subsidiary, as well as the ownership interest of any other person or persons in each such Subsidiaryorganization. All of the outstanding shares of capital stock or other equity ownership interests of each Subsidiary of the Parent Company have been validly issued and are fully paid and nonassessable. Except as set forth in Section 4.1(b)(ii) of nonassessable and are owned by the Parent Disclosure Schedule, all of the outstanding shares of capital stock Company or other equity interests of each by another Subsidiary of the Parent are owned by ParentCompany, by one or more Subsidiaries of Parent or by Parent and one or more Subsidiaries of Parent, in each case free and clear of all Liens, except for Parent Permitted Liens. Except as for its interests in the Subsidiaries of the Company set forth in Section 4.1(b)(iii2.1(b) of the Parent Company Disclosure Schedule, except for the capital stock and other equity interests of its Subsidiaries, neither Parent nor any of its Subsidiaries ownsCompany does not own, directly or indirectly, any capital stock stock, membership interest, partnership interest, joint venture interest or other equity interest in any other person person. (including through participation c) As used in this Agreement, any joint venture reference to any fact, circumstance, event, change, effect or similar arrangement), other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies, and there are no Parent Joint Ventures. occurrence having a “Parent Joint VentureCompany Material Adverse Effect” means any corporationfact, limited liability companycircumstance, partnershipevent, joint venturechange, trust effect or occurrence (each, an “Effect”) that, individually or in the aggregate with all other Effects, has had or would reasonably be expected to have a material adverse effect on the assets, liabilities, business, results of operations or financial condition of the Company and its Subsidiaries, taken as a whole; provided, however, that in no event shall any of the following Effects, alone or in combination, be deemed to constitute, or be taken into account, in determining whether there is a Company Material Adverse Effect: (A) any change in general economic, business, financial, credit or market conditions; (B) any action taken by the Company that is expressly permitted or required by this Agreement; (C) any occurrence generally affecting the graphics and visual communications services industries or other entity industries in which the Company or any of its Subsidiaries operate in the United States; (D) any change in GAAP or applicable Law or the interpretation thereof; (E) any act of terrorism, war (whether or not declared), national disaster or any national or international calamity affecting the United States; (F) any change in the price or trading volume of the Company Common Stock in and of itself (provided that the underlying causes of such change may be taken into account in determining whether there is not a Subsidiary Company Material Adverse Effect); or (G) any effect resulting from the announcement of this Agreement; or (H) any action taken at the written request of Parent and or any of its affiliates or mutually agreed to in which (i) writing by the parties to this Agreement that, if taken without the written consent of Parent, directly or indirectlywould have been prohibited by the terms of this Agreement; except, owns or controls any shares of any class in the case of the outstanding voting securities or other equity interests foregoing clauses (other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companiesA), (C), (D) or (ii) Parent or E), to the extent such Effect has a Subsidiary of Parent is disproportionate impact on the Company and its Subsidiaries, taken as a general partnerwhole, relative to the other participants in the industries in which they operate.

Qualification, Organization, Subsidiaries, etc. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power and authority has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect. Each of Parent and its the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing, character or operation of its assets or properties or conduct of its business requires such qualificationconducted, except where the failure to be so organized, validly existing, qualified or in good standing or to have such power or authority, authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Parent Each of the Company and its Subsidiaries is duly qualified or licensed, and has all necessary governmental approvals, to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such approvals, qualification or licensing necessary, except, in the case of the Company and its Subsidiaries, where the failure to be so duly approved, qualified or licensed and in good standing has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company has made available to the Company prior to the date of this Agreement a true and complete copy of its certificate of incorporation and bylaws (the “Parent Organizational Documents”) and has made available to the Company prior to the date of this Agreement a true and complete copy of the Company’s certificate of incorporation and bylaws (collectively, the “Company Organizational Documents”), and the certificate of incorporation, bylaws, limited partnership agreement, limited liability company agreement or other equivalent comparable constituent or organizational documents for each Subsidiary of the Company, in each of its Subsidiariescase, each as amended through the date hereof. Neither The Company has made available prior to the Parent nor any Subsidiary date of this Agreement true and complete copies of the Parent is in material violation of any provision of its certificate of incorporation or bylaws (or equivalent organizational documents). (b) Section 4.1(b)(i) minute books of the Parent Disclosure Schedule sets forth a complete list, as of the date hereof, of Company and each Subsidiary of the Parent Company, which copies contain true and its jurisdiction of organization or formation and the jurisdictions in which they are qualified to do business. Section 4.1(b)(ii) of the Parent Disclosure Schedule sets forth each of the Parent’s Subsidiaries and the ownership interest of the Parent in each such Subsidiary, as well as the ownership interest of any other person or persons in each such Subsidiary. All of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Parent have been validly issued and are fully paid and nonassessable. Except as set forth in Section 4.1(b)(ii) of the Parent Disclosure Schedule, all of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Parent are owned by Parent, by one or more Subsidiaries of Parent or by Parent and one or more Subsidiaries of Parent, in each case free and clear complete records of all Liens, except for Parent Permitted Liens. Except as set forth in Section 4.1(b)(iii) of the Parent Disclosure Schedule, except for the capital stock meetings and other equity interests corporate actions held or taken since December 31, 2009 of its Subsidiaries, neither Parent nor any their respective stockholders and boards of its Subsidiaries owns, directly directors or indirectly, any capital stock or other equity interest in any other person similar governing bodies (including through participation in any joint venture committees of their respective stockholders and boards of directors or similar arrangementgoverning bodies), other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies, and there are no Parent Joint Ventures. “Parent Joint Venture” means any corporation, limited liability company, partnership, joint venture, trust or other entity which is not a Subsidiary of Parent and in which (i) Parent, directly or indirectly, owns or controls any shares of any class of the outstanding voting securities or other equity interests (other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies) or (ii) Parent or a Subsidiary of Parent is a general partner.

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent and the Company, its Subsidiaries and the Significant JV Entities is a legal entity duly organizedorganized or formed, validly existing and in good standing under the Laws of its respective jurisdiction of organization or formation and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted conducted, except where the failure to be so qualified, in good standing or have such power or authority would not have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company, its Subsidiaries and the Significant JV Entities is duly licensed or qualified to do business business, and is in good standing as a foreign corporation entity, in each jurisdiction where the ownership, leasing, character leasing or operation of its assets or properties or conduct of its business requires such licensing or qualification, except where the failure to be so organized, validly existing, qualified or in good standing or to have such power or authority, would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Parent . (b) The Company has made available to the Company Parent prior to the date of this Agreement a true and complete copy copies of its certificate of incorporation the Company Charter and bylaws Fifth Amended and Restated Bylaws (the “Parent Company Organizational Documents”) and has made available to the Company prior to the date of this Agreement a true and complete copy of the certificate of incorporation and bylaws or other equivalent organizational documents of ), in each of its Subsidiariescase, each as amended through the date hereof. Neither the Parent nor any Subsidiary of this Agreement, and true and complete copies of the Parent is in material violation of any provision of its certificate of incorporation incorporation, certificate of limited partnership, certificate of formation, bylaws, limited partnership agreement, limited liability company agreement or bylaws comparable constituent or organizational documents of each significant Subsidiary (or equivalent organizational documents). (b) Section 4.1(b)(ias defined under Regulation S-X of the SEC) of the Parent Disclosure Schedule sets forth a complete list, as of the date hereof, of Company and each Subsidiary of the Parent and its jurisdiction of organization or formation and the jurisdictions in which they are qualified to do business. Section 4.1(b)(ii) of the Parent Disclosure Schedule sets forth each of the Parent’s Subsidiaries and the ownership interest of the Parent in each such Subsidiary, as well as the ownership interest of any other person or persons in each such Subsidiary. All of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Parent have been validly issued and are fully paid and nonassessable. Except as set forth in Section 4.1(b)(ii) of the Parent Disclosure Schedule, all of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Parent are owned by Parent, by one or more Subsidiaries of Parent or by Parent and one or more Subsidiaries of ParentSignificant JV Entity, in each case free as amended through the date of this Agreement. All such Company Organizational Documents and clear organizational documents of all Liens, except for Parent Permitted Liens. Except as set forth in Section 4.1(b)(iii) each significant Subsidiary of the Parent Disclosure ScheduleCompany and, except for to the capital stock knowledge of the Company, each Significant JV Entity, are in full force and other equity interests effect and the Company and its Subsidiaries and, to the knowledge of its Subsidiariesthe Company, neither Parent nor the Significant JV Entities are not in violation of any of its Subsidiaries owns, directly or indirectly, any capital stock or other equity interest their provisions in any other person (including through participation in any joint venture or similar arrangement), other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies, and there are no Parent Joint Ventures. “Parent Joint Venture” means any corporation, limited liability company, partnership, joint venture, trust or other entity which is not a Subsidiary of Parent and in which (i) Parent, directly or indirectly, owns or controls any shares of any class of the outstanding voting securities or other equity interests (other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies) or (ii) Parent or a Subsidiary of Parent is a general partnermaterial respect.

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent the Company and its the Company Subsidiaries (i) is a legal entity duly organized, validly existing and in the jurisdiction of its organization, (ii) where such concept is recognized, is in good standing under the Laws of its respective jurisdiction of organization and organization, (iii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted conducted, and (iv) is qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, leasing, character leasing or operation of its assets or properties or conduct of its business requires such qualification, except except, in the cases of clauses (ii), (iv) and, with respect to the Company Subsidiaries only, clauses (i) and (iii), where the failure to be so organized, validly existing, qualified or or, where relevant, in good standing standing, or to have such power or authority, would not have or reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Parent has made available , and except, with respect to the Company only, in the case of clause (iii), where the failure to have such power or authority would not be material to the Company. The Company has filed with the SEC, prior to the date of this Agreement Agreement, a true complete and complete accurate copy of its certificate of incorporation and bylaws (the “Parent Organizational Documents”) and has made available to the Company prior Governing Documents as amended to the date of this Agreement a true and complete copy of the certificate of incorporation and bylaws or other equivalent organizational documents of each of its Subsidiaries, each as amended through the date hereof. Neither the Parent nor any Subsidiary of the Parent is in material violation of any provision of its certificate of incorporation or bylaws (or equivalent organizational documents). (b) Section 4.1(b)(i4.1(b) of the Parent Company Disclosure Schedule sets forth Letter contains a true, accurate and complete list, list of the Company Subsidiaries as of the date hereof, of each Subsidiary of the Parent and its jurisdiction of organization or formation and the jurisdictions in which they are qualified to do business. Section 4.1(b)(ii) of the Parent Disclosure Schedule sets forth each of the Parent’s Subsidiaries and the ownership interest of the Parent in each such Subsidiary, as well as the ownership interest of any other person or persons in each such Subsidiarythis Agreement. All of the issued and outstanding shares of capital stock of, or other equity interests of in, each Company Subsidiary of the Parent have been validly issued and are fully paid and nonassessable. Except as set forth in Section 4.1(b)(ii) of the Parent Disclosure Schedulenonassessable and are wholly owned, all of the outstanding shares of capital stock directly or other equity interests of each Subsidiary of the Parent are owned by Parentindirectly, by one or more Subsidiaries of Parent or by Parent and one or more Subsidiaries of Parentthe Company, in each case free and clear of all Liens, except for Parent Liens (other than Permitted Liens. Except as set forth in Section 4.1(b)(iii). (c) of Other than the Parent Disclosure Schedule, except for the capital stock and other equity interests of its Company Subsidiaries, neither Parent the Company nor any of its Subsidiaries owns, Company Subsidiary directly or indirectlyindirectly owns more than an immaterial amount of equity or similar interest in, or more than an immaterial amount of interest convertible into or exchangeable or exercisable for any equity or similar interest in, any capital stock or other equity interest in any other person (including through participation in any joint venture or similar arrangement), other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies, and there are no Parent Joint Ventures. “Parent Joint Venture” means any corporation, limited liability company, partnership, joint venture, trust or other entity which is not a Subsidiary of Parent and in which (i) Parent, directly or indirectly, owns or controls any shares of any class of the outstanding voting securities or other equity interests (other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies) or (ii) Parent or a Subsidiary of Parent is a general partnerPerson.

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent the Company and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and assets, to carry on its business as presently conducted conducted, except where the failure of any Subsidiary to be so organized, existing or in good standing or to have such power and authority would not reasonably be expected to have, individually or in the aggregate, a material impact on the Company. Each of the Company and its Subsidiaries is qualified or licensed to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing, character leasing or operation of its assets or properties or conduct of its business requires such qualificationqualification or license, except where the failure to be so organizedqualified, validly existing, qualified licensed or in good standing or to have such power or authority, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent material impact on the Company. (b) The Company has made available to the Company prior to the date of this Agreement a true and complete copy of its certificate of incorporation and bylaws (the “Parent Organizational Documents”) and has made available to the Company prior to the date of this Agreement a true and complete copy of the certificate Organizational Documents of incorporation and bylaws or other equivalent organizational documents of each of its Subsidiaries, each the Company as amended and in effect through the date hereof. Neither . (c) Section 4.1(c) of the Parent nor any Company Disclosure Schedule lists each Significant Subsidiary of the Parent is in material violation of any provision of its certificate of incorporation or bylaws (or equivalent organizational documents). (b) Section 4.1(b)(i) of the Parent Disclosure Schedule sets forth a complete list, as of the date hereof, of each Subsidiary of the Parent Company and its jurisdiction of organization or formation and specifies each of the jurisdictions in which they are qualified to do business. Subsidiaries of the Company and Company Joint Ventures that is (i) a “public utility” within the meaning of Section 4.1(b)(ii201(e) of the Parent Disclosure Schedule sets forth each Federal Power Act (the “FPA”) or (ii) a “qualifying facility” within the meaning of the Parent’s Subsidiaries Public Utility Regulatory Policies Act of 1978 (“PURPA”), or that owns such a qualifying facility. The Company has made available to Parent true, correct and the ownership interest complete copies of the Parent in each such Subsidiary, as well as the ownership interest of any other person or persons in each such Subsidiary. All of the outstanding shares of capital stock or other equity interests Organizational Documents of each Significant Subsidiary of the Parent have been validly issued Company, as amended and are fully paid and nonassessable. Except as set forth in Section 4.1(b)(iieffect on the date hereof. (d) The Company is, directly or indirectly, the owner of the Parent Disclosure Schedule, all of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Parent are owned by ParentCompany, by one or more Subsidiaries of Parent or by Parent and one or more Subsidiaries of Parent, in each case free and clear of all Liensany Liens and free of any other limitation or restriction (including any limitation or restriction on the right to vote, except for Parent Permitted Lienssell, transfer or otherwise dispose of such capital stock or other equity interests). All of such capital stock or other equity interests so owned by the Company have been duly authorized, validly issued, fully paid and nonassessable (and no such shares have been issued in violation of any preemptive or similar rights). Except as set forth in Section 4.1(b)(iii) of the Parent Disclosure Schedule, except for the shares of capital stock and or other equity interests of its Subsidiarieseach Subsidiary of the Company and each Company Joint Venture, neither Parent nor any of its Subsidiaries ownsthe Company does not own, directly or indirectly, any shares of capital stock or other equity interest or ownership interests in any other person Person. (including through participation in any joint venture or similar arrangement)e) Section 4.1(e) of the Company Disclosure Schedule sets forth as of the date of this Agreement the name of the project associated with each material Company Joint Venture. The Company has made available to Parent true, other than the ownership correct and complete copies of securities primarily for investment purposes as part all Organizational Documents of routine cash management or investments of 1% or less in publicly traded companies, and there are no Parent such Company Joint Ventures. “Parent Notwithstanding anything to the contrary set forth in this Article IV, each representation or warranty made by the Company in this Article IV relating to a Company Joint Venture or to CENG that is neither operated nor managed by the Company or any of its Subsidiaries shall be deemed made only to the Knowledge of the Company. (f) Except for interests in the Subsidiaries of the Company and the Company Joint Ventures, the Company does not directly or indirectly own any Equity Interests or investments in any Person in which the invested capital associated with the Company’s or its Subsidiary’s or the Company Joint Venture” means any corporation, limited liability company, partnership, joint venture, trust or other entity which is not a Subsidiary of Parent and in which (i) Parent, directly or indirectly, owns or controls any shares of any class of the outstanding voting securities or other equity interests (other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies) or (ii) Parent or a Subsidiary of Parent is a general partner’s interest individually exceeds $50 million.

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent the Company and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing, character leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing standing, or to have such power or authority, would not reasonably be expected to haveto, individually or in the aggregate, have a Parent Company Material Adverse EffectEffect or prevent or materially impair or delay the ability of the Company to consummate the Merger. Parent The Company has made available to Parent true, complete and correct copies of the Company prior to the date of this Agreement a true and complete copy of its certificate of incorporation and bylaws of the Company in effect as of the date of this Agreement. (b) Section 3.1(b) of the “Parent Organizational Documents”Company Disclosure Letter sets forth a true and complete list of each Subsidiary of the Company, each such Subsidiary’s jurisdiction of incorporation and its authorized, issued and outstanding shares of capital stock, if any, that are not owned by the Company or its Subsidiaries. All of the outstanding equity interests of each Subsidiary of the Company are duly authorized, validly issued, fully paid and nonassessable, and are owned by the Company or its Subsidiaries, free and clear of all Liens (other than Liens pursuant to the Existing Credit Facilities). Other than as set forth in Section 3.1(b) and of the Company Disclosure Letter, the Company or its Subsidiaries do not, directly or indirectly, (i) own, of record or beneficially, or (ii) have the right to acquire, in each case, any stock, partnership interest or joint venture interest or other equity ownership interest in any other Person. No Subsidiary of the Company owns any equity interests of the Company or securities convertible into or exchangeable for such equity interests. The Company has made available to the Company prior to the date of this Agreement a true Parent true, complete and complete copy correct copies of the certificate of incorporation and bylaws or other equivalent organizational documents of each of its Subsidiaries, each as amended through the date hereof. Neither the Parent nor any Subsidiary of the Parent is Company in material violation of any provision of its certificate of incorporation or bylaws (or equivalent organizational documents). (b) Section 4.1(b)(i) of the Parent Disclosure Schedule sets forth a complete list, effect as of the date hereof, of each Subsidiary of the Parent and its jurisdiction of organization or formation and the jurisdictions in which they are qualified to do business. Section 4.1(b)(ii) of the Parent Disclosure Schedule sets forth each of the Parent’s Subsidiaries and the ownership interest of the Parent in each such Subsidiary, as well as the ownership interest of any other person or persons in each such Subsidiary. All of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Parent have been validly issued and are fully paid and nonassessable. Except as set forth in Section 4.1(b)(ii) of the Parent Disclosure Schedule, all of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Parent are owned by Parent, by one or more Subsidiaries of Parent or by Parent and one or more Subsidiaries of Parent, in each case free and clear of all Liens, except for Parent Permitted Liens. Except as set forth in Section 4.1(b)(iii) of the Parent Disclosure Schedule, except for the capital stock and other equity interests of its Subsidiaries, neither Parent nor any of its Subsidiaries owns, directly or indirectly, any capital stock or other equity interest in any other person (including through participation in any joint venture or similar arrangement), other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies, and there are no Parent Joint Ventures. “Parent Joint Venture” means any corporation, limited liability company, partnership, joint venture, trust or other entity which is not a Subsidiary of Parent and in which (i) Parent, directly or indirectly, owns or controls any shares of any class of the outstanding voting securities or other equity interests (other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies) or (ii) Parent or a Subsidiary of Parent is a general partnerthis Agreement.

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent the Company and its the Company Subsidiaries (i) is a legal entity corporation duly organized, validly existing and and, where such concept is recognized, in good standing under the Laws of its respective jurisdiction of organization and organization, (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and (iii) is qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, leasing, character leasing or operation of its assets or properties or conduct of its business requires such qualification, except in such jurisdictions where the failure to be so organized, validly existing, qualified or in good standing or to have such power or authoritystanding, has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Company Material Adverse Effect. Parent The Company has made available to Parent accurate and complete copies of the Company prior to Governing Documents and the date of this Agreement a true and complete copy of its certificate of incorporation and bylaws (the “Parent Organizational Documents”) and has made available to the Company prior to the date of this Agreement a true and complete copy of the certificate of incorporation and bylaws or other equivalent organizational documents of each of its Subsidiaries, each as amended through Company Subsidiary in effect on the date hereofhereof (including any amendments thereto). Neither the Parent nor any Subsidiary of the Parent is in material violation of any provision of its certificate of incorporation or bylaws (or The Company Governing Documents and such equivalent organizational documents)documents of each Company Subsidiary (including any amendments thereto) so delivered are in full force and effect. (b) Section 4.1(b)(i4.1(b) of the Parent Company Disclosure Schedule sets forth a Letter contains an accurate and complete list, list of the Company Subsidiaries as of the date hereof, of this Agreement indicating for each Company Subsidiary of the Parent and its jurisdiction of organization or formation and the jurisdictions in which they are qualified to do business. Section 4.1(b)(ii) of the Parent Disclosure Schedule sets forth each of the Parent’s Subsidiaries and the ownership interest of the Parent in each such Subsidiary, as well as the ownership interest of any other person or persons in each such Subsidiaryorganization. All of the issued and outstanding shares of capital stock of, or other equity interests of in, each Company Subsidiary of the Parent have been validly issued and are fully paid and nonassessable. Except as set forth in Section 4.1(b)(ii) of the Parent Disclosure Schedulenonassessable and are wholly owned, all of the outstanding shares of capital stock directly or other equity interests of each Subsidiary of the Parent are owned by Parentindirectly, by one or more Subsidiaries of Parent or by Parent and one or more Subsidiaries of Parent, in each case the Company free and clear of all Liens, except for Parent Permitted Liensother than restrictions on transfer under applicable securities Laws. Except as set forth in Section 4.1(b)(iii) of the Parent Disclosure Schedule, except for the capital stock and or other equity interests of its voting securities of, or ownership in, the Company Subsidiaries, neither Parent nor any of its Subsidiaries ownsthe Company does not own, directly or indirectly, any capital stock or other equity interest in any other person (including through participation in any joint venture or similar arrangement), other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies, and there are no Parent Joint Ventures. “Parent Joint Venture” means any corporation, limited liability company, partnership, joint venture, trust or other entity which is not a Subsidiary of Parent and in which (i) Parent, directly or indirectly, owns or controls any shares of any class of the outstanding voting securities of, or other equity interests (other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies) or (ii) Parent or a Subsidiary of Parent is a general partnerin, any Person.

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent the Company and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and assets, to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing, character or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing standing, or to have such power or authority, would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Parent The Company has made available to the Company Parent prior to the date of this Agreement a true and complete copy of its certificate articles of incorporation and bylaws code of regulations (the “Parent Company Organizational Documents”) and has made available to the Company Parent prior to the date of this Agreement a true and complete copy of the certificate articles of incorporation and bylaws code of regulations or other equivalent organizational documents of each of its Subsidiaries, each as amended through the date hereof. Neither the Parent Company nor any Subsidiary of the Parent Company is in material violation of any provision of its certificate articles of incorporation or bylaws regulations (or equivalent organizational documents). (b) Section 4.1(b)(i3.1(b)(i) of the Parent Company Disclosure Schedule sets forth a complete list, as of the date hereof, of each Subsidiary of the Parent Company and its jurisdiction of organization or formation and the jurisdictions in which they are qualified to do business. Section 4.1(b)(ii3.1(b)(ii) of the Parent Company Disclosure Schedule sets forth each of the ParentCompany’s Subsidiaries and the ownership interest of the Parent Company in each such Subsidiary, as well as the ownership interest of any other person or persons in each such Subsidiary. All of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Parent Company have been validly issued and are fully paid and nonassessable. Except as set forth in Section 4.1(b)(ii3.1(b)(ii) of the Parent Company Disclosure Schedule, all of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Parent Company are owned by Parentthe Company, by one or more Subsidiaries of Parent or by Parent and one or more Subsidiaries of Parent, in each case free and clear of all Liens, except for Parent Permitted Liens. Except as set forth in Section 4.1(b)(iii) of the Parent Disclosure Schedule, except for the capital stock and other equity interests of its Subsidiaries, neither Parent nor any of its Subsidiaries owns, directly or indirectly, any capital stock or other equity interest in any other person (including through participation in any joint venture or similar arrangement), other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies, and there are no Parent Joint Ventures. “Parent Joint Venture” means any corporation, limited liability company, partnership, joint venture, trust or other entity which is not a Subsidiary of Parent and in which (i) Parent, directly or indirectly, owns or controls any shares of any class of the outstanding voting securities or other equity interests (other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies) or (ii) Parent or a Subsidiary of Parent is a general partner.more

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent the Company and its the Company Subsidiaries is a legal entity duly organized, validly existing and and, where relevant, in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, leasing, character leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or or, where relevant, in good standing standing, or to have such power or authority, has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Parent The Company has made available to filed with the Company SEC, prior to the date of this Agreement Agreement, a true complete and complete accurate copy of its certificate the Company Governing Documents as amended to the date hereof. The Company Governing Documents are in full force and effect and the Company is not in violation of incorporation and bylaws (either of the “Parent Organizational Company Governing Documents”) and . The Company has made available to Parent complete and accurate copies the Company prior to the date of this Agreement a true and complete copy of the certificate certificates of incorporation and bylaws bylaws, or other equivalent organizational documents or governing documents, of each of its Subsidiariesthe Company’s “significant subsidiaries” (as defined in Regulation S-X promulgated under the Securities Act) (each, a “Significant Company Subsidiary”), each as amended through the date hereof. Neither the Parent nor any Subsidiary of the Parent is currently in material violation of any provision of its certificate of incorporation or bylaws (or equivalent organizational documents)effect. (b) Section 4.1(b)(i) of All the Parent Disclosure Schedule sets forth a complete list, as of the date hereof, of each Subsidiary of the Parent issued and its jurisdiction of organization or formation and the jurisdictions in which they are qualified to do business. Section 4.1(b)(ii) of the Parent Disclosure Schedule sets forth each of the Parent’s Subsidiaries and the ownership interest of the Parent in each such Subsidiary, as well as the ownership interest of any other person or persons in each such Subsidiary. All of the outstanding shares of capital stock of, or other equity interests of in, each Company Subsidiary of the Parent have been validly issued and are fully paid and nonassessable. Except as set forth in Section 4.1(b)(ii) of the Parent Disclosure Schedulenonassessable and are wholly owned, all of the outstanding shares of capital stock directly or other equity interests of each Subsidiary of the Parent are owned by Parentindirectly, by one or more Subsidiaries of Parent or by Parent and one or more Subsidiaries of Parent, in each case the Company free and clear of all Liens, except for Parent other than Permitted Liens. Except as set forth in Section 4.1(b)(iii4.1(b) of the Parent Company Disclosure Schedule, except for Letter sets forth a true and correct structure chart showing each Subsidiary of the capital stock Company (including its direct and other indirect owners and jurisdiction of organization or formation) and each Person in which the Company or any Company Subsidiary owns an equity interests of its Subsidiaries, neither Parent nor any of its Subsidiaries owns, directly or indirectly, any capital stock or other equity interest in any other person (including through participation in any joint venture or similar arrangement), other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies, and there are no Parent Joint Ventures. “Parent Joint Venture” means any corporation, limited liability company, partnership, joint venture, trust or other entity which is not a Subsidiary of Parent and in which (i) Parent, directly or indirectly, owns or controls any shares of any class of the outstanding voting securities or other equity interests (other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies) or (ii) Parent or a Subsidiary of Parent is a general partnereconomic interest.

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent the Company and its Subsidiaries is a legal entity duly organized, validly existing and and, with respect to jurisdictions that recognize the concept of good standing, in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, leasing, character leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or or, where relevant, in good standing standing, or to have such power or authority, would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect. Parent The Company has filed with the SEC or otherwise made available to the Company Parent, prior to the date of this Agreement Agreement, a true complete and complete accurate copy of its certificate of incorporation and bylaws (the “Parent Organizational Documents”) and has made available to the Company prior Articles and the Company Bylaws as amended to the date of this Agreement a true hereof and complete copy of the certificate of incorporation and bylaws or other equivalent comparable organizational documents of each of its Subsidiaries, each the Company Subsidiaries as amended through to the date hereof. Neither The Company Articles and the Parent nor any Subsidiary Company Bylaws (and the comparable organizational documents of the Parent Company Subsidiaries) are in full force and effect and the Company is not in material violation of any provision of its certificate of incorporation either the Company Articles or bylaws the Company Bylaws (or equivalent the comparable organizational documentsdocuments of any of the Company Subsidiaries). (b) Section 4.1(b)(i) of All the Parent Disclosure Schedule sets forth a complete list, as of the date hereof, of each Subsidiary of the Parent issued and its jurisdiction of organization or formation and the jurisdictions in which they are qualified to do business. Section 4.1(b)(ii) of the Parent Disclosure Schedule sets forth each of the Parent’s Subsidiaries and the ownership interest of the Parent in each such Subsidiary, as well as the ownership interest of any other person or persons in each such Subsidiary. All of the outstanding shares of capital stock of, or other equity interests of in, each Company Subsidiary of the Parent have been validly issued and are fully paid and nonassessablenonassessable and are wholly owned, directly or indirectly, by the Company free and clear of all Liens, other than Company Permitted Liens. Section 3.1(b) of the Company Disclosure Schedule sets forth a true and complete list of all Company Subsidiaries as of the date of this Agreement. Except as set forth in Section 4.1(b)(ii3.1(b) of the Parent Company Disclosure Schedule, all of the outstanding shares of capital stock or other equity interests of each Subsidiary of Company and the Parent are owned by Parent, by one or more Company Subsidiaries of Parent or by Parent and one or more Subsidiaries of Parent, in each case free and clear of all Liens, except for Parent Permitted Liens. Except as set forth in Section 4.1(b)(iii) of the Parent Disclosure Schedule, except for the capital stock and other equity interests of its Subsidiaries, neither Parent nor any of its Subsidiaries ownsdo not own, directly or indirectly, any capital stock equity interests or other equity interest in any other person (including through participation in any joint venture or similar arrangement), other than the ownership of voting securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies, and there are no Parent Joint Ventures. “Parent Joint Venture” means any corporation, limited liability company, partnership, joint venture, trust or other entity which is not a Subsidiary of Parent and in which (i) Parent, directly or indirectly, owns or controls any shares of any class of the outstanding voting securities or other equity interests (other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies) or (ii) Parent or a Subsidiary of Parent is a general partnerPerson.

Qualification, Organization, Subsidiaries, etc. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. The Company is qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or, where relevant, in good standing, (i) has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (ii) has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Company to consummate the Merger prior to the Outside Date. The Company has filed with the SEC, prior to the execution hereof, a complete and accurate copy of the Company Governing Documents as amended to the date hereof. The Company Governing Documents are in full force and effect, and the Company is not in violation of the Company Governing Documents. (b) Each of Parent and its Subsidiaries Company Subsidiary is a legal entity duly organized, validly existing and and, where such concept is recognized, in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted conducted, except where the failure to be, where relevant, in good standing, (i) has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (ii) has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Company to consummate the Merger prior to the Outside Date. Each of the Company Subsidiaries is qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, leasing, character leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organizedqualified or, validly existingwhere relevant, qualified or in good standing or to have such power or authoritystanding, (A) has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse EffectEffect and (B) has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Company to consummate the Merger prior to the Outside Date. Parent The Company has made available to the Company Parent prior to the date hereof complete and accurate copies of this Agreement a true and complete copy of its certificate the certificates of incorporation and bylaws (the “Parent Organizational Documents”) and has made available to the Company prior to the date of this Agreement a true and complete copy of the certificate of incorporation and bylaws bylaws, or other equivalent organizational documents or governing documents, of each of its the Company’s Significant Subsidiaries, each in effect as amended through of the date hereof. Neither the Parent nor any Subsidiary of the Parent is in material violation of any provision of its certificate of incorporation or bylaws (or equivalent organizational documents). (bc) All the issued and outstanding shares of capital stock of, or other equity interests in, each Company Subsidiary have been validly issued and are fully paid and nonassessable and are wholly-owned, directly or indirectly, by the Company free and clear of all Liens, other than Permitted Liens. There are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments or any other Contract to which any Company Subsidiary is a party or is otherwise bound obligating it to (i) issue, transfer or sell, or make any payment with respect to, any shares of capital stock or other equity interests of such Company Subsidiary or securities convertible into, exchangeable for or exercisable for, or that correspond to, such shares or equity interests, (ii) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment with respect to any shares of capital stock or other equity interests of any Company Subsidiaries or securities convertible into, exchangeable for or exercisable for, or that correspond to, such shares or equity interests, or (iii) redeem or otherwise acquire any shares of capital stock or other equity interests of any Company Subsidiary except, in each case, to another Company Subsidiary. There are no outstanding obligations of any Company Subsidiary (A) restricting the transfer of, (B) affecting the voting rights of, (C) requiring the repurchase, redemption or disposition of, or containing any right of first refusal, right of first offer or similar right with respect to, (D) requiring the registration for sale of or (E) granting any preemptive or anti-dilutive rights with respect to, any shares of capital stock or other equity interests of any Company Subsidiary. Section 4.1(b)(i4.1(c) of the Parent Company Disclosure Schedule Letter sets forth a an accurate and complete list, as of the date hereof, of each Company Subsidiary of and each Person in which the Parent and its Company or any Company Subsidiary owns an equity or other economic interest, together with (1) the jurisdiction of organization incorporation or formation and the jurisdictions in which they are qualified to do business. Section 4.1(b)(ii) of the Parent Disclosure Schedule sets forth each of the Parent’s Subsidiaries and the ownership interest of the Parent in each such Subsidiaryorganization, as well as the ownership interest case may be, of each Company Subsidiary or such other Person and (2) with respect to each Company Subsidiary or such other Person for which equity is held by any third Person other person than the Company or persons in each such Subsidiary. All of a Company Subsidiary (other than nominal equityholders holding director’s qualifying equity to the outstanding shares of capital stock extent required by applicable Law or other nominal equity interests of each Subsidiary of the Parent have been validly issued and are fully paid and nonassessable. Except as set forth in Section 4.1(b)(ii) of the Parent Disclosure Schedule, all of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Parent are owned required by Parent, applicable Law to be held by one or more Subsidiaries of Parent or by Parent and one or more Subsidiaries of Parentlocal nationals, in each case free case, which equity holdings are de minimis in nature) the type and clear of all Liens, except for Parent Permitted Liens. Except as set forth in Section 4.1(b)(iii) of the Parent Disclosure Schedule, except for the capital stock and other equity interests of its Subsidiaries, neither Parent nor any of its Subsidiaries ownspercentage interest held, directly or indirectly, any capital stock by the Company in each Company Subsidiary or other equity interest in any other person (including through participation in any joint venture or similar arrangement), other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies, and there are no Parent Joint Ventures. “Parent Joint Venture” means any corporation, limited liability company, partnership, joint venture, trust or other entity which is not a Subsidiary of Parent and in which (i) Parent, directly or indirectly, owns or controls any shares of any class of the outstanding voting securities or other equity interests (other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies) or (ii) Parent or a Subsidiary of Parent is a general partnerPerson.

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent the Company and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (b) each of the Company and its Significant Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing, character leasing or operation of its assets or properties or conduct of its business requires such qualification, except in the case of the foregoing clauses (a) and (b) where the failure to be so organized, validly existing, qualified or in good standing standing, or to have such power or authority, would not have or reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Parent The Company has made available to Parent true and complete copies of the charter and bylaws (or similar organizational documents) of the Company prior to and each of its Significant Subsidiaries. Section 4.1 of the date of this Agreement Company Disclosure Letter sets forth a true and complete copy of its certificate of incorporation and bylaws (the “Parent Organizational Documents”) and has made available to the Company prior to the date of this Agreement a true and complete copy of the certificate of incorporation and bylaws or other equivalent organizational documents list of each of its Subsidiaries, each as amended through the date hereof. Neither the Parent nor any Significant Subsidiary of the Parent is in material violation of any provision of its certificate of incorporation or bylaws (or equivalent organizational documents). (b) Section 4.1(b)(i) of the Parent Disclosure Schedule sets forth a complete list, as of the date hereof, of Company and each Subsidiary of the Parent and its Significant Subsidiary’s jurisdiction of organization or formation and the jurisdictions in which they are qualified to do businessorganization. Section 4.1(b)(ii) of the Parent Disclosure Schedule sets forth each of the Parent’s Subsidiaries and the ownership interest of the Parent in each such Subsidiary, as well as the ownership interest of any other person or persons in each such Subsidiary. All Each of the outstanding shares of capital stock or other equity securities (including partnership interests, limited liability company interests or other equity interests) (i) of each Subsidiary of the Parent have been Significant Subsidiaries is duly authorized, validly issued and are issued, fully paid and nonassessable. Except as set forth in Section 4.1(b)(ii) of the Parent Disclosure Schedule, all of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Parent are owned by Parent, by one or more Subsidiaries of Parent or by Parent nonassessable and one or more Subsidiaries of Parent, in each case free and clear of all Liens, except for Parent Permitted Liens. Except as set forth in Section 4.1(b)(iii) of the Parent Disclosure Schedule, except for the capital stock and other equity interests of its Subsidiaries, neither Parent nor any of its Subsidiaries ownsowned, directly or indirectly, any capital stock by the Company or other equity interest in any other person (including through participation in any joint venture by a direct or similar arrangement), other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies, and there are no Parent Joint Ventures. “Parent Joint Venture” means any corporation, limited liability company, partnership, joint venture, trust or other entity which is not a indirect wholly owned Subsidiary of Parent the Company, free and in which clear of any Liens and (iii) Parentof each of the other Subsidiaries of the Company is owned, directly or indirectly, owns by the Company or controls any shares of any class by a direct or indirect wholly owned Subsidiary of the outstanding voting securities or other equity interests (other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies) or (ii) Parent or a Subsidiary of Parent is a general partnerCompany.

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent the Company and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and assets, to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing, character or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing standing, or to have such power or authority, would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Parent The Company has made available to the Company Parent prior to the date of this Agreement a true and complete copy of its certificate articles of incorporation and bylaws code of regulations (the “Parent Company Organizational Documents”) and has made available to the Company Parent prior to the date of this Agreement a true and complete copy of the certificate articles of incorporation and bylaws code of regulations or other equivalent organizational documents of each of its Subsidiaries, each as amended through the date hereof. Neither the Parent Company nor any Subsidiary of the Parent Company is in material violation of any provision of its certificate articles of incorporation or bylaws regulations (or equivalent organizational documents). (b) Section 4.1(b)(i3.1(b)(i) of the Parent Company Disclosure Schedule sets forth a complete list, as of the date hereof, of each Subsidiary of the Parent Company and its jurisdiction of organization or formation and the jurisdictions in which they are qualified to do business. Section 4.1(b)(ii3.1(b)(ii) of the Parent Company Disclosure Schedule sets forth each of the ParentCompany’s Subsidiaries and the ownership interest of the Parent Company in each such Subsidiary, as well as the ownership interest of any other person or persons in each such Subsidiary. All of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Parent Company have been validly issued and are fully paid and nonassessable. Except as set forth in Section 4.1(b)(ii3.1(b)(ii) of the Parent Company Disclosure Schedule, all of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Parent Company are owned by Parentthe Company, by one or more Subsidiaries of Parent the Company or by Parent the Company and one or more Subsidiaries of Parentthe Company, in each case free and clear of all Liens, except for Parent Company Permitted Liens. Except as set forth in Section 4.1(b)(iii3.1(b)(iii) of the Parent Company Disclosure Schedule, except for the capital stock and other equity interests of its Subsidiaries, neither Parent the Company nor any of its Subsidiaries owns, directly or indirectly, any capital stock or other equity interest in any other person (including through participation in any joint venture or similar arrangement), other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% two percent (2%) or less in publicly traded companies, and there are no Parent Company Joint Ventures. The Company does not own, directly or indirectly, any minority interest in any person that requires an additional filing by the Parent under the HSR Act in connection with the consummation of the Transactions. “Parent Company Joint Venture” means any corporation, limited liability company, partnership, joint venture, trust or other entity which is not a Subsidiary of Parent the Company and in which (i) Parentthe Company, directly or indirectly, owns or controls any shares of any class of the outstanding voting securities or other equity interests (other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% two percent (2%) or less in publicly traded companies) or (ii) Parent the Company or a Subsidiary of Parent the Company is a general partner.

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent the Company and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization organization. Each of the Company and its Subsidiaries has all requisite corporate corporate, limited liability company or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted conducted. (b) Each of the Company and its Subsidiaries is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing, character leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing would not have or to have such power or authority, would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Parent . (c) The Company has made available (in a data room) to the Company prior to the date of this Agreement a true Parent correct and complete copy copies of its certificate of incorporation and bylaws (the “Parent Organizational Company Charter Documents”) and has made available to the Company prior to the date of this Agreement a true correct and complete copy copies of the certificate of incorporation and bylaws (or other equivalent comparable organizational documents documents) of each of its Subsidiaries, each as amended through Subsidiaries (the date hereof. Neither the Parent nor any “Subsidiary of the Parent is in material violation of any provision of its certificate of incorporation or bylaws (or equivalent organizational documentsDocuments”). (b) Section 4.1(b)(i) of the Parent Disclosure Schedule sets forth a complete list, as of the date hereof, of each Subsidiary of the Parent and its jurisdiction of organization or formation and the jurisdictions in which they are qualified to do business. Section 4.1(b)(ii) of the Parent Disclosure Schedule sets forth each of the Parent’s Subsidiaries and the ownership interest of the Parent in each such Subsidiary, as well as the ownership interest of any other person or persons in each such Subsidiary. All of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Parent have been validly issued and are fully paid and nonassessable. Except as set forth in Section 4.1(b)(ii) of the Parent Disclosure Schedule, all of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Parent are owned by Parent, by one or more Subsidiaries of Parent or by Parent and one or more Subsidiaries of Parent, in each case free as amended to the date of this Agreement. All such Company Charter Documents and clear of all Liens, except for Parent Permitted Liens. Except as set forth Subsidiary Documents are in Section 4.1(b)(iii) of full force and effect and neither the Parent Disclosure Schedule, except for the capital stock and other equity interests of its Subsidiaries, neither Parent Company nor any of its Subsidiaries ownsis in violation of any of their respective provisions. The Company has made available (in a data room) to Parent and its representatives correct and complete copies of the minutes (or, directly in the case of minutes that have not yet been finalized, drafts thereof) of all meetings of stockholders, the Board and each committee of the Board and each of its Subsidiaries held since January 1, 2008 (other than portions of any minutes, or indirectlydrafts thereof, relating to this Agreement, the transactions contemplated hereby or any Alternative Proposal). (d) As used in this Agreement, any capital stock reference to any fact, circumstance, event, change, effect or other equity interest in any other person (including through participation in any joint venture or similar arrangement), other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies, and there are no Parent Joint Ventures. occurrence having a “Parent Joint VentureCompany Material Adverse Effect” means any corporationfact, limited liability companycircumstance, partnershipevent, joint venturechange, trust effect or occurrence that, individually or in the aggregate with all other entity which is not facts, circumstances, events, changes, effects or occurrences, has or would reasonably be expected to have a Subsidiary material adverse effect on the assets, properties, business, results of Parent and in which operation or condition (ifinancial or otherwise) Parent, directly or indirectly, owns or controls any shares of any class of the outstanding voting securities Company and its Subsidiaries, taken as a whole; provided, however, that in no event shall any of the following facts, circumstances, events, changes, effects, or occurrences, alone or in combination, be deemed to constitute, or be taken into account, in determining whether there has been, or would be, a Company Material Adverse Effect: (A) any change in general economic, business, financial, credit or market conditions that does not disproportionately affect the Company and its Subsidiaries, taken as a whole, relative to other equity interests participants in the waste collection and disposal industry in the United States; (B) any action taken by the Company to comply with its obligations under this Agreement (other than compliance with Section 5.1(a) of this Agreement); (C) any occurrence generally affecting the ownership waste collection and disposal industry that does not disproportionately affect the Company and its Subsidiaries, taken as a whole, relative to other participants in the waste collection and disposal industry in the United States; (D) any change in GAAP or applicable Law or the interpretation thereof that does not disproportionately affect the Company and its Subsidiaries, taken as a whole, relative to other participants in the waste collection and disposal industry in the United States; (E) any act of securities primarily terrorism, war (whether or not declared), national disaster or any national or international calamity affecting the United States that does not disproportionately affect the Company and its Subsidiaries, taken as a whole, relative to other participants in the waste collection and disposal industry in the United States; (F) any failure to meet internal or published projections, forecasts or revenue or earnings predictions for investment any period (provided that the underlying causes of such failures may constitute or be taken into account in determining whether there has been, or would be, a Company Material Adverse Effect); (G) any change in the price or trading volume of the Company Common Stock in and of itself (provided that the underlying causes of such change may constitute or be taken into account in determining whether there has been, or would be, a Company Material Adverse Effect); (H) except for purposes as part of routine cash management or investments of 1% or less in publicly traded companiesSection 3.4(b) or (iiSection 3.4(c) any effect attributable to the announcement, performance or pendency of this Agreement or the transactions contemplated hereby, including, without limitation, any loss of employees or customers resulting from the publication of the Agreement or the identity of Parent or a Subsidiary any of its Affiliates as the acquirer of the Company; (I) any failure by the Company or its Affiliates to obtain clearance under the HSR Act in connection with the transactions contemplated by this Agreement; or (J) any action taken by the Company at the written request of Parent is a general partneror any of its Affiliates, or any action mutually agreed to in writing by the parties to this Agreement, in either case that, if taken without the consent of Parent, would have been prohibited by the terms of this Agreement.

Qualification, Organization, Subsidiaries, etc. (a) Company is (i) a legal entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of formation and has all requisite limited liability company power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and (ii) qualified to do business and is in good standing as a foreign limited liability company or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, individually or in the aggregate, a Company Material Adverse Effect. Company has made available to Parent true and complete copies of the organizational documents of Company. The Company LLC Agreement is enforceable against the Company Members in accordance with its terms subject to the Enforceability Exceptions. (b) Each of Parent and its Company’s Subsidiaries (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (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 its business as presently conducted and is qualified to do business and is in good standing as a foreign limited liability company, corporation or other relevant legal entity in each jurisdiction where the ownership, leasing, character leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing standing, or to have such power or authority, authority would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse EffectEffect or as set forth on Section 4.1(b) of the Company Disclosure Letter. Parent Company has made available to Parent true and complete copies of the charter and bylaws (or similar organizational documents) of each of Company’s Subsidiaries. Section 4.1(b) of the Company prior to the date of this Agreement Disclosure Letter sets forth a true and complete copy of its certificate of incorporation and bylaws (the “Parent Organizational Documents”) and has made available to the Company prior to the date of this Agreement a true and complete copy of the certificate of incorporation and bylaws or other equivalent organizational documents of each of its Subsidiaries, each as amended through the date hereof. Neither the Parent nor any Subsidiary of the Parent is in material violation of any provision of its certificate of incorporation or bylaws (or equivalent organizational documents). (b) Section 4.1(b)(i) of the Parent Disclosure Schedule sets forth a complete list, as of the date hereof, list of each Subsidiary of the Parent Company and its each Subsidiary’s jurisdiction of organization incorporation or formation and the jurisdictions in which they are qualified to do businessformation. Section 4.1(b)(ii) of the Parent Disclosure Schedule sets forth each of the Parent’s Subsidiaries and the ownership interest of the Parent in each such Subsidiary, as well as the ownership interest of any other person or persons in each such Subsidiary. All Each of the outstanding shares of capital stock or other equity securities (including partnership interests, limited liability company interests of each Subsidiary of the Parent have been validly issued and are fully paid and nonassessable. Except as set forth in Section 4.1(b)(ii) of the Parent Disclosure Schedule, all of the outstanding shares of capital stock or other equity interests interests) of each Subsidiary of the Parent are owned Subsidiaries is duly authorized, validly issued, fully paid (to the extent required by Parentapplicable Laws and the organizational documents of such Subsidiary) and non-assessable (except as provided in Sections 20, by one or more Subsidiaries of Parent or by Parent 31, 40 and one or more Subsidiaries of Parent, in each case free and clear of all Liens, except for Parent Permitted Liens. Except as set forth in Section 4.1(b)(iii) 49 of the Parent Disclosure Schedule, except for Act or analogous provisions of the capital stock jurisdiction of incorporation or formation of such Subsidiary) and other equity interests of its Subsidiaries, neither Parent nor any of its Subsidiaries ownsowned, directly or indirectly, any capital stock by Company or other equity interest in any other person (including through participation in any joint venture by a direct or similar arrangement)indirect, other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies, and there are no Parent Joint Ventures. “Parent Joint Venture” means any corporation, limited liability company, partnership, joint venture, trust or other entity which is not a wholly owned Subsidiary of Parent Company, free and in which (i) Parent, directly or indirectly, owns or controls any shares clear of any class of the outstanding voting securities Liens. No direct or other equity interests (other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies) or (ii) Parent or a indirect Subsidiary of Parent is a general partnerCompany owns any Company Common Units or Company Equity Awards.

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent the Company and each of its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization organization. Each of the Company and each of its Subsidiaries has all requisite corporate corporate, partnership or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted conducted, except when the failure to have such power or authority would not, individually or in the aggregate, have a Company Material Adverse Effect. True, complete and correct copies of the certificate of incorporation of the Company (the “Company Charter”) and the by-laws of the Company (the “Company By-laws”), as in effect as of the date of this Agreement, were made available to Parent prior to the date of this Agreement and the Company Charter and Company By-laws are in effect in such form. (b) Each of the Company and each of its Subsidiaries is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing, character leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing or to have such power or authority, would not reasonably be expected to havenot, individually or in the aggregate, have a Parent Company Material Adverse Effect. Parent Prior to the date of this Agreement, the Company has made available to Parent a correct and complete list of each jurisdiction where the Company and its Subsidiaries are organized and qualified to do business. The organizational or governing documents of the Company and each of its Subsidiaries, as provided to Parent prior to the date of this Agreement a true Agreement, are in full force and complete copy of its certificate of incorporation effect and bylaws (the “Parent Organizational Documents”) and has made available to neither the Company prior to the date of this Agreement a true and complete copy of the certificate of incorporation and bylaws or other equivalent organizational documents of each of its Subsidiaries, each as amended through the date hereof. Neither the Parent nor any Subsidiary of the Parent is in material violation of its organizational or governing documents in any provision of its certificate of incorporation or bylaws (or equivalent organizational documents)material respect. (bc) Section 4.1(b)(iAs used in this Agreement, any reference to any fact, circumstance, event, change, effect or occurrence having a “Company Material Adverse Effect” means any fact, circumstance, event, change, effect or occurrence that, individually or in the aggregate with all other facts, circumstances, events, changes, effects or occurrences, (1) has had or is reasonably likely to have a material adverse effect on the business, results of operation or financial condition of the Parent Disclosure Schedule sets forth Company and its Subsidiaries taken as a complete listwhole, as or (2) that prevents the Company from consummating, or materially impairs the ability of the date hereofCompany to consummate, of each Subsidiary the Merger, but, in the case of the Parent foregoing clause (1), shall not include the following facts, circumstances, events, changes, effects or occurrences: (i) those generally affecting the industries in which the Company and its jurisdiction Subsidiaries operate, or the economy or the general financial, credit or securities markets in the United States, including effects on such industries, economy or markets resulting from (A) any regulatory and political conditions or developments, or (B) any outbreak or escalation of organization hostilities, declared or formation and undeclared acts of war or terrorism; (ii) those reflecting or resulting from changes or proposed changes in Law or GAAP (or the jurisdictions interpretation thereof) generally applicable to companies engaged in the industries in which they are qualified to do business. Section 4.1(b)(iithe Company and its Subsidiaries operate; (iii) those resulting from actions or omissions of the Company or any of its Subsidiaries which Parent Disclosure Schedule sets forth each of the Parent’s Subsidiaries and the ownership interest of the has requested or to which Parent in each such Subsidiary, as well as the ownership interest of any other person or persons in each such Subsidiary. All of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Parent have been validly issued and are fully paid and nonassessable. Except as set forth in Section 4.1(b)(ii) of the Parent Disclosure Schedule, all of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Parent are owned by Parent, by one or more Subsidiaries of Parent or by Parent and one or more Subsidiaries of Parenthas consented, in each case free and clear of all Liens, except for Parent Permitted Liens. Except as set forth in Section 4.1(b)(iiiwriting; (iv) those which the Company demonstrates through specific evidence to have resulted proximately from the announcement of the Parent Disclosure ScheduleMerger or this Agreement or the transactions contemplated hereby (including any loss or departure of employees or adverse developments in relationships with customers, except for the capital stock and other equity interests of its Subsidiariessuppliers, neither Parent nor any of its Subsidiaries ownsdistributors, directly or indirectlyfinancing sources, any capital stock strategic partners or other business partners, to the extent but only to the extent so resulting); or (v) any decline in the market price or trading volume of the equity interest securities of the Company or any failure, in and of itself, of the Company to meet any other person internal or public projections, forecasts or estimates of revenues or earnings (including through participation provided that the exception in this clause (v) shall not prevent or otherwise affect a determination that any joint venture fact, circumstance, event change, effect or similar arrangementoccurrence underlying such decline or failure has resulted in, or contributed to, a Company Material Adverse Effect), other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies, and there are no Parent Joint Ventures. “Parent Joint Venture” means any corporation, limited liability company, partnership, joint venture, trust or other entity which is not a Subsidiary of Parent and in which ; provided that with respect to clauses (i) Parent, directly or indirectly, owns or controls any shares of any class of the outstanding voting securities or other equity interests (other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies) or and (ii) Parent any such fact, circumstance, event, change, effect or a Subsidiary of Parent is a general partneroccurrence does not disproportionately adversely affect the Company and its Subsidiaries compared to other companies operating in the industries in which the Company and its Subsidiaries operate.

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent the Company and its Subsidiaries is a legal corporation, limited liability company, limited partnership or other business entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate corporate, limited liability company, limited partnership or similar other business entity (as the case may be) power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is conducted, except, in good standing as a foreign corporation in each jurisdiction where the ownershipcase of the Subsidiaries of the Company, leasing, character or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified existing or in good standing or and, in the case of the Company and its Subsidiaries, where the failure to have such power or authoritypower, authority and governmental approvals, has not had, and would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect. Parent The Company and each of its Subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties or assets owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except where the failure of any such Subsidiary to be so qualified or licensed and in good standing has not had, and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to the Company Parent prior to the date of this Agreement a true and complete copy of its certificate of incorporation and bylaws (the “Parent Organizational Documents”) and has made available to the Company prior to the date of this Agreement a true and complete copy copies of the certificate Company’s Articles of incorporation Organization and bylaws or other equivalent Amended and Restated By-laws and copies of similar organizational documents of each of its Subsidiaries, in each case as amended through the date hereof. Neither the Parent nor any Subsidiary Such Articles of Organization and Amended and Restated By-laws of the Parent is in material violation of any provision of its certificate of incorporation or bylaws (or equivalent organizational documents). (b) Section 4.1(b)(i) of the Parent Disclosure Schedule sets forth a complete listCompany and, as of the date hereof, of each Subsidiary of the Parent and its jurisdiction of organization or formation and the jurisdictions in which they are qualified to do business. Section 4.1(b)(ii) of the Parent Disclosure Schedule sets forth each of the Parent’s Subsidiaries and the ownership interest of the Parent in each such Subsidiary, as well as the ownership interest of any other person or persons in each such Subsidiary. All of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Parent have been validly issued and are fully paid and nonassessable. Except except as set forth in Section 4.1(b)(ii) 4.1 of the Parent Company Disclosure ScheduleSchedules, all of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Parent are owned by Parent, by one or more Subsidiaries of Parent or by Parent and one or more Subsidiaries of Parent, in each case free and clear of all Liens, except for Parent Permitted Liens. Except as set forth in Section 4.1(b)(iii) of the Parent Disclosure Schedule, except for the capital stock and other equity interests such similar organizational documents of its Subsidiaries, neither Parent nor any of its Subsidiaries owns, directly or indirectly, any capital stock or other equity interest are in any other person (including through participation in any joint venture or similar arrangement), other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies, full force and there are no Parent Joint Ventures. “Parent Joint Venture” means any corporation, limited liability company, partnership, joint venture, trust or other entity which is not a Subsidiary of Parent and in which (i) Parent, directly or indirectly, owns or controls any shares of any class of the outstanding voting securities or other equity interests (other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies) or (ii) Parent or a Subsidiary of Parent is a general partnereffect.

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent and Merger Sub is (i) a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or formation and has all requisite corporate, limited liability company or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and (ii) qualified to do business and is in good standing as a foreign corporation, limited liability company or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, individually or in the aggregate, a Parent Material Adverse Effect. Each of Parent and Merger Sub has made available to Company true and complete copies of the memorandum of association and bye-laws of Parent as in effect prior to the Effective Time, and the charter and bye-laws (or equivalent organizational documents) of Merger Sub. (b) Each of Parent’s Subsidiaries and each Joint Venture (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization incorporation or formation and (ii) has all requisite corporate corporate, limited liability company or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing, character leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing standing, or to have such power or authority, authority would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has made available to the Company prior to the date of this Agreement a true and complete copy of its certificate of incorporation and bylaws (the “Parent Organizational Documents”) and has made available to the Company prior to the date of this Agreement a true and complete copy copies of the certificate of incorporation charter and bylaws or other equivalent organizational documents of each of its Subsidiaries, each as amended through the date hereof. Neither the Parent nor any Subsidiary of the Parent is in material violation of any provision of its certificate of incorporation or bylaws bye-laws (or equivalent organizational documents). (b) of each of Parent’s Subsidiaries and each Joint Venture. Section 4.1(b)(i5.1(b) of the Parent Disclosure Schedule Letter sets forth a true and complete list, as of the date hereof, list of each Subsidiary and each Joint Venture of the Parent and its each Subsidiary’s and each Joint Venture’s jurisdiction of organization incorporation or formation and the jurisdictions in which they are qualified to do businessformation. Section 4.1(b)(ii) of the Parent Disclosure Schedule sets forth each of the Parent’s Subsidiaries and the ownership interest of the Parent in each such Subsidiary, as well as the ownership interest of any other person or persons in each such Subsidiary. All Each of the outstanding shares, shares of capital stock or other equity securities (including partnership interests, limited liability company interests or other equity interests) of each of the Subsidiaries and Joint Ventures is duly authorized, validly issued, fully paid (to the extent required by applicable Laws and the organizational documents of such Subsidiary) and non-assessable (except in the case of the Merger Sub as provided in Sections 20, 31, 40 and 49 of the Act or analogous provisions of the jurisdiction of incorporation or formation of such Subsidiary) and owned, directly or indirectly, by Parent or by a direct or indirect, wholly owned Subsidiary of Parent, free and clear of any Liens (except for Permitted Liens and other than, in the Parent have been validly issued and are fully paid and nonassessable. Except case of the Joint Ventures, as set forth in on Section 4.1(b)(ii5.1(a) of the Parent Disclosure Schedule, all of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Parent are owned by Parent, by one or more Subsidiaries of Parent or by Parent and one or more Subsidiaries of Parent, in each case free and clear of all Liens, except for Parent Permitted Liens. Except as set forth in Section 4.1(b)(iii) of the Parent Disclosure Schedule, except for the capital stock and other equity interests of its Subsidiaries, neither Parent nor any of its Subsidiaries owns, directly or indirectly, any capital stock or other equity interest in any other person (including through participation in any joint venture or similar arrangementLetter), other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies, and there are no Parent Joint Ventures. “Parent Joint Venture” means any corporation, limited liability company, partnership, joint venture, trust or other entity which is not a Subsidiary of Parent and in which (i) Parent, directly or indirectly, owns or controls any shares of any class of the outstanding voting securities or other equity interests (other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies) or (ii) Parent or a Subsidiary of Parent is a general partner.

Qualification, Organization, Subsidiaries, etc. (a) Company is (i) a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and (ii) qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Company has made available to Parent true and complete copies of the certificate of incorporation and bylaws (or similar organizational documents) of Company. (b) Each of Parent and its Company’s Subsidiaries (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (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 its business as presently conducted and is qualified to do business and is in good standing as a foreign limited liability company, corporation or other relevant legal entity in each jurisdiction where the ownership, leasing, character leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing standing, or to have such power or authorityauthority would not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Parent Company has made available to Parent true and complete copies of the charter and bylaws (or similar organizational documents) of each of Company’s Subsidiaries. Section 4.1(b) of the Company prior to the date of this Agreement Disclosure Letter sets forth a true and complete copy of its certificate of incorporation and bylaws (the “Parent Organizational Documents”) and has made available to the Company prior to the date of this Agreement a true and complete copy of the certificate of incorporation and bylaws or other equivalent organizational documents of each of its Subsidiaries, each as amended through the date hereof. Neither the Parent nor any Subsidiary of the Parent is in material violation of any provision of its certificate of incorporation or bylaws (or equivalent organizational documents). (b) Section 4.1(b)(i) of the Parent Disclosure Schedule sets forth a complete list, as of the date hereof, list of each Subsidiary of the Parent Company and its each Subsidiary’s jurisdiction of organization or formation and the jurisdictions in which they are qualified to do businessincorporation. Section 4.1(b)(ii) of the Parent Disclosure Schedule sets forth each of the Parent’s Subsidiaries and the ownership interest of the Parent in each such Subsidiary, as well as the ownership interest of any other person or persons in each such Subsidiary. All Each of the outstanding shares of capital stock or other equity securities (including partnership interests, limited liability company interests of each Subsidiary of the Parent have been validly issued and are fully paid and nonassessable. Except as set forth in Section 4.1(b)(ii) of the Parent Disclosure Schedule, all of the outstanding shares of capital stock or other equity interests interests) of each Subsidiary of the Parent are owned Subsidiaries is duly authorized, validly issued, fully paid (to the extent required by Parent, by one or more Subsidiaries applicable Laws and the organizational documents of Parent or by Parent such Subsidiary) and one or more Subsidiaries of Parent, in each case free nonassessable and clear of all Liens, except for Parent Permitted Liens. Except as set forth in Section 4.1(b)(iii) of the Parent Disclosure Schedule, except for the capital stock and other equity interests of its Subsidiaries, neither Parent nor any of its Subsidiaries ownsowned, directly or indirectly, any capital stock by Company or other equity interest in any other person (including through participation in any joint venture by a direct or similar arrangement)indirect, other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies, and there are no Parent Joint Ventures. “Parent Joint Venture” means any corporation, limited liability company, partnership, joint venture, trust or other entity which is not a wholly owned Subsidiary of Parent Company, free and in which (i) Parent, directly clear of any Liens. No direct or indirectly, indirect Subsidiary of Company owns or controls any shares of any class of the outstanding voting securities Company Common Stock or other equity interests (other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies) or (ii) Parent or a Subsidiary of Parent is a general partnerCompany Equity Awards.

Qualification, Organization, Subsidiaries, etc. The Company is a legal entity, duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be qualified to do business as a foreign corporation or other legal entity in such jurisdictions would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Section 4.1 of the Disclosure Letter lists each of the Subsidiaries of the Company as of the date hereof and its place or organization. (a) Each of Parent and its the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (b) each of the Company’s Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing, character leasing or operation of its assets or properties or conduct of its business requires such qualification, except in the case of the foregoing clauses (a) and (b) where the failure to be so organized, validly existingexisting or qualified, qualified or in good standing or to have such power or authority, would not have or reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Parent The Company has made available to the Company prior to the date of this Agreement a Parent true and complete copy copies of its certificate of incorporation the charter and bylaws (the “Parent Organizational Documents”or similar organizational documents) and has made available to of the Company prior to the date of this Agreement a true and complete copy of the certificate of incorporation and bylaws or other equivalent organizational documents of each of its Significant Subsidiaries, each as amended through the date hereof. Neither the Parent Company nor any Subsidiary of the Parent its Significant Subsidiaries is in material violation of any provision provisions of its certificate of incorporation or charter and bylaws (or equivalent similar organizational documents). (b) Section 4.1(b)(i) of the Parent Disclosure Schedule sets forth a complete list, as of the date hereof, of each Subsidiary of the Parent and its jurisdiction of organization or formation and the jurisdictions in which they are qualified to do business. Section 4.1(b)(ii) of the Parent Disclosure Schedule sets forth each of the Parent’s Subsidiaries and the ownership interest of the Parent in each such Subsidiary, as well as the ownership interest of any other person or persons in each such Subsidiary. All Each of the outstanding shares of capital stock or other equity securities (including partnership interests, limited liability company interests or other equity interests) (i) of each Subsidiary of the Parent have been Significant Subsidiaries is duly authorized, validly issued and are issued, fully paid and nonassessable. Except as set forth in Section 4.1(b)(ii) of the Parent Disclosure Schedule, all of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Parent are owned by Parent, by one or more Subsidiaries of Parent or by Parent nonassessable and one or more Subsidiaries of Parent, in each case free and clear of all Liens, except for Parent Permitted Liens. Except as set forth in Section 4.1(b)(iii) of the Parent Disclosure Schedule, except for the capital stock and other equity interests of its Subsidiaries, neither Parent nor any of its Subsidiaries ownswholly owned, directly or indirectly, any capital stock by the Company or other equity interest in any other person (including through participation in any joint venture by a direct or similar arrangement), other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies, and there are no Parent Joint Ventures. “Parent Joint Venture” means any corporation, limited liability company, partnership, joint venture, trust or other entity which is not a indirect wholly owned Subsidiary of Parent the Company, free and in which clear of any Liens and (iii) Parentof each of the other Subsidiaries of the Company is wholly owned, directly or indirectly, owns by the Company or controls any shares of any class by a direct or indirect wholly owned Subsidiary of the outstanding voting securities or other equity interests (other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies) or (ii) Parent or a Subsidiary of Parent is a general partnerCompany.

Qualification, Organization, Subsidiaries, etc. The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. (a) Each of Parent and its the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (b) each of the Company and its Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing, character leasing or operation of its assets or properties or conduct of its business requires such qualification, except in the case of the foregoing clauses (a) and (b) where the failure to be so organized, validly existing, qualified or in good standing standing, or to have such power or authority, has not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Parent The Company has made available to Parent true and complete copies of the charter and bylaws (or similar organizational documents) of the Company prior to and each of its Subsidiaries. Section 4.1 of the date of this Agreement Company Disclosure Letter sets forth a true and complete copy of its certificate of incorporation and bylaws (the “Parent Organizational Documents”) and has made available to the Company prior to the date of this Agreement a true and complete copy of the certificate of incorporation and bylaws or other equivalent organizational documents of each of its Subsidiaries, each as amended through the date hereof. Neither the Parent nor any Subsidiary of the Parent is in material violation of any provision of its certificate of incorporation or bylaws (or equivalent organizational documents). (b) Section 4.1(b)(i) of the Parent Disclosure Schedule sets forth a complete list, as of the date hereof, list of each Subsidiary of the Parent Company and its each Subsidiary’s jurisdiction of organization or formation and the jurisdictions in which they are qualified to do businessorganization. Section 4.1(b)(ii) of the Parent Disclosure Schedule sets forth each of the Parent’s Subsidiaries and the ownership interest of the Parent in each such Subsidiary, as well as the ownership interest of any other person or persons in each such Subsidiary. All Each of the outstanding shares of capital stock or other equity securities (including partnership interests, limited liability company interests or other equity interests) (i) of each Subsidiary of the Parent have been Subsidiaries is duly authorized, validly issued and are issued, fully paid and nonassessable. Except as set forth in Section 4.1(b)(ii) of the Parent Disclosure Schedule, all of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Parent are owned by Parent, by one or more Subsidiaries of Parent or by Parent nonassessable and one or more Subsidiaries of Parent, in each case free and clear of all Liens, except for Parent Permitted Liens. Except as set forth in Section 4.1(b)(iii) of the Parent Disclosure Schedule, except for the capital stock and other equity interests of its Subsidiaries, neither Parent nor any of its Subsidiaries ownsowned, directly or indirectly, any capital stock by the Company or other equity interest in any other person (including through participation in any joint venture by a direct or similar arrangement), other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies, and there are no Parent Joint Ventures. “Parent Joint Venture” means any corporation, limited liability company, partnership, joint venture, trust or other entity which is not a indirect wholly owned Subsidiary of Parent the Company, free and in which clear of any Liens and (iii) Parentof each of the other Subsidiaries of the Company is owned, directly or indirectly, owns by the Company or controls any shares of any class by a direct or indirect wholly owned Subsidiary of the outstanding voting securities or other equity interests (other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies) or (ii) Parent or a Subsidiary of Parent is a general partnerCompany.

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent the Company and its Subsidiaries is a legal entity duly organized, organized and validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted conducted, and each of the Company and its Subsidiaries is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing, character leasing or operation of its assets or properties or conduct of its business requires such qualification, except except, in each case, where the failure to be so organized, validly existing, qualified or in good standing standing, or to have such power or authority, would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Company Material Adverse Effect. Parent The Company has made available to the Company prior to the date of this Agreement a true and complete copy of its certificate of incorporation and bylaws (the “Parent Organizational Documents”) and has made available to the Company prior to the date of this Agreement a true and complete copy of the certificate Company's Memorandum and Articles of incorporation Association and bylaws or other equivalent organizational of the analogous constitutive and governing documents of each of its the Company's Subsidiaries, each as amended through the date hereof. The Company's Memorandum and Articles of Association are in full force and effect. Neither the Parent nor any Subsidiary of the Parent is in material violation of any provision of its certificate of incorporation or bylaws (or equivalent organizational documents). (b) Section 4.1(b)(i) of the Parent Disclosure Schedule sets forth a complete list, as of the date hereof, of each Subsidiary of the Parent and its jurisdiction of organization or formation and the jurisdictions in which they are qualified to do business. Section 4.1(b)(ii) of the Parent Disclosure Schedule sets forth each of the Parent’s Subsidiaries and the ownership interest of the Parent in each such Subsidiary, as well as the ownership interest of any other person or persons in each such Subsidiary. All of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Parent have been validly issued and are fully paid and nonassessable. Except as set forth in Section 4.1(b)(ii) of the Parent Disclosure Schedule, all of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Parent are owned by Parent, by one or more Subsidiaries of Parent or by Parent and one or more Subsidiaries of Parent, in each case free and clear of all Liens, except for Parent Permitted Liens. Except as set forth in Section 4.1(b)(iii) of the Parent Disclosure Schedule, except for the capital stock and other equity interests of its Subsidiaries, neither Parent Company nor any of its Subsidiaries owns, directly or indirectlyis in violation of the provisions of its governing documents. As used in this Agreement, any capital stock reference to any state of facts, circumstances, event or change having a "COMPANY MATERIAL ADVERSE EFFECT" means a material adverse effect on the business, operations, assets, liabilities, condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, except to the extent arising out of, resulting from or relating to (i)(A) any changes in general economic or political conditions or the financial, credit or securities markets, in each case in (x) the United States or (y) Europe taken as a whole, except, in either case, to the extent that such changes disproportionately impact the Company and its Subsidiaries, taken as a whole, relative to other equity interest participants in either (1) the retail apparel and wholesale apparel industry in the United States or (2) the premium brand segment thereof in Europe; (B) any events, circumstances, changes or effects that affect generally the retail apparel or wholesale apparel industry (except to the extent that such events, circumstances, changes or effects disproportionately impact the Company and its Subsidiaries taken as a whole relative to other person participants in either (including through participation x) the retail apparel and wholesale apparel industry in the United States or (y) the premium brand segment thereof in Europe); (C) any joint venture outbreak or similar arrangementescalation of hostilities or war or any act of terrorism; (D) the Hong Kong tax matter referred to in the Company SEC Documents (as defined herein), other than including any claim relating thereto or the ownership settlement, compromise or consent made in compliance with the terms of securities primarily for investment purposes as part this Agreement (the "HONG KONG TAX MATTER"); or (E) the case entitled IN RE TOMMY HILFIGER SECURITIES LITIGATION, (Civil Action No. 04-CV-7678(▇▇)), ▇▇▇▇▇▇▇ng any settlement, compromise or consent made in compliance with the terms of routine cash management or investments of 1% or less in publicly traded companies, and there are no Parent Joint Ventures. “Parent Joint Venture” means any corporation, limited liability company, partnership, joint venture, trust or other entity which is not a Subsidiary of Parent and in which this Agreement (i) Parent, directly or indirectly, owns or controls any shares of any class of the outstanding voting securities or other equity interests (other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies"SECURITIES CLASS ACTION") or (ii) Parent any events, circumstances, changes or a Subsidiary effects that the Company can demonstrate are principally related to the announcement or the existence of Parent this Agreement and the transactions contemplated hereby; PROVIDED, that clause (ii) shall not apply with respect to Section 3.3 (including for purposes of Section 6.3(a) insofar as Section 3.3 is a general partnerconcerned); PROVIDED, FURTHER, that "Material Adverse Effect" shall not include the expected decline in U.S. wholesale revenue, or the expected decrease in the continuing U.S. men's, women's and children's businesses (which no longer includes young men's jeans and the wholesale H Hilfiger businesses), described in the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations--Forward Outlook" of the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2005.