Common use of Transferred Subsidiaries Clause in Contracts

Transferred Subsidiaries. (a) Each Transferred Subsidiary is a legal entity duly organized, validly existing and, where applicable, in good standing under the Laws of the jurisdiction of its organization or incorporation, which are set forth in Section 3.04(a) of the Disclosure Schedule. Each Transferred Subsidiary is duly qualified or licensed to do business and, where applicable, is in good standing in each jurisdiction where the character or location of its assets or properties (whether owned, leased or licensed) or the nature of its business require such qualification or license, except as would not reasonably be expected to be material to the Business. Each Transferred Subsidiary has the requisite corporate (or similar organizational) power and authority necessary to enable it to own, operate, lease or otherwise hold its properties and assets and to carry on its business as currently conducted and to perform its obligations under all Contracts to which it is a party or by which it is bound. Section 3.04(a) of the Disclosure Schedule accurately sets forth each jurisdiction where each Transferred Subsidiary is qualified or licensed to do business. (b) Prior to the date hereof, Seller has made available to Purchaser: (i) complete and correct copies of the organizational documents of each Transferred Subsidiary currently in force and (ii) the statutory registers and records of each Transferred Subsidiary. Each Transferred Subsidiary has maintained the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the shareholders (sócios; quotistas), management (administradores) and all committees of each Transferred Subsidiary, as applicable, which minutes or other records contain a complete and accurate summary of all such meetings, and all actions taken at such meetings or by written consent. All material actions taken and all material transactions entered into by each Transferred Subsidiary have been duly approved by all necessary action of the shareholders of such Transferred Subsidiary (as the case may be), as required by organizational documents of each Transferred Subsidiary or applicable Law. There has been no material violation of any of the provisions of the organizational documents of any Transferred Subsidiary and no Transferred Subsidiary has taken any action that is inconsistent in any material respect with any resolution adopted by such Transferred Subsidiary’s shareholders, officers or management (or similar body or committee thereof). The share or quota records, minute books and other records of each Transferred Subsidiary are accurate, up-to-date and complete in all material respects, and have been maintained in accordance with all applicable Laws. (c) Section 3.04(c) of the Disclosure Schedule sets forth each of the Transferred Subsidiaries and all of the authorized and outstanding quotas of each Transferred Subsidiary and the name of the record holders of such quotas. Target Subsidiary is wholly owned by Target. All of the outstanding quotas of capital stock or comparable interest in each Transferred Subsidiary have been duly authorized, validly issued and are fully paid and, as applicable, non-assessable. Upon consummation of the transactions contemplated in this Agreement, Purchaser shall be the record and beneficial owner of all Transferred Quotas. Except as set forth in Section 3.04(c) of the Disclosure Schedule, there are no outstanding options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Transferred Quotas or any other securities in any Transferred Subsidiary or obligating Seller or any Transferred Subsidiary to sell, issue, transfer, assign, pledge, encumber, hypothecate or otherwise dispose of or redeem, purchase or otherwise acquire any quotas of capital stock of, or any other comparable interest or securities in any Transferred Subsidiary. No Transferred Subsidiary owns, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any other person. All of the Target Quotas have been issued and granted in compliance with: (i) all applicable Laws; and (ii) all requirements set forth in all applicable Contracts. None of the outstanding Target Quotas were issued in violation of any preemptive rights or other rights to subscribe for or purchase securities of the Transferred Subsidiaries. Upon the consummation of the Acquisition, Purchaser will hold quotas of capital stock of Target that represent eighty-one percent (81%) of all of the quotas of capital stock of Target issued and outstanding as of immediately following the Closing, and Seller will collectively hold quotas of capital stock of Target that represent nineteen percent (19%) of all of the quotas of capital stock of Target issued and outstanding as of immediately following the Closing. (d) Section 3.04(d) of the Disclosure Schedule accurately sets forth the names of the statutory and non-statutory officers of each Transferred Subsidiary.

Transferred Subsidiaries. (ai) Each Except as set forth in Section 3.1(c)(i) of the PMSI Disclosure Schedule, none of the direct or indirect subsidiaries (as defined in Section 9.3) of PMSI comprising the Transferred Assets (collectively, the "Transferred Subsidiaries") or the Belgian Subsidiaries, owns, operates or leases any assets in, conducts any business in, has any sales in or into or attributable to, or otherwise derives any revenues or other income from the United States of America or any of its territories or possessions. Upon payment for the Transferred Assets (including, without limitation, all of the Capital Stock of each of the Transferred Subsidiaries) as herein provided and assuming the Acquiror has the requisite power and authority to be the lawful owner of such assets, the Acquiror will acquire good title thereto, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, "Liens") (other than (x) Liens created by the Acquiror and (y) the requirements of any applicable securities laws respecting limitations on the subsequent transfer of securities). Upon transfer of the Capital Stock of the Belgian Subsidiaries as provided in Section 1.3 (the "Belgian Transfer"), assuming the Acquiror has the requisite power and authority to be the lawful owner thereof, the Acquiror will acquire good title thereto, free and clear of all Liens (except as contemplated by the preceding sentence). All of the Capital Stock of each Transferred Subsidiary is a legal entity and each Belgian Subsidiary are owned (of record and beneficially) by PMSI, by another wholly owned subsidiary of PMSI or by PMSI and another such wholly owned subsidiary, in each case as set forth in Schedules I and II hereto. All of the outstanding shares of Capital Stock of each of the Transferred Subsidiaries and each of the Belgian Subsidiaries are duly organizedauthorized, validly existing andissued, where applicable, in good standing under the Laws fully paid and nonassessable and not subject to preemptive rights. The Transferred Assets will include all of the jurisdiction Capital Stock of its organization each of the Transferred Subsidiaries. Except as otherwise specifically set forth by the Allocation Agreement or incorporationas specifically set forth in Section 3.1(c)(ii) of the PMSI Disclosure Schedule, as of the Closing (or the date of the Belgian Transfer in the case of the Belgian Subsidiaries), the Transferred Subsidiaries and the Belgian Subsidiaries shall be the sole and exclusive owners (free of all Liens) of all assets, rights, businesses and properties used in or necessary to the businesses or operations of the Transferred Subsidiaries. (ii) The Transferred Subsidiaries, all of which are listed in Schedules I or II hereto, and the Belgian Subsidiaries, all of which are set forth in Section 3.04(a) of the Disclosure Schedule. Each Transferred Subsidiary is duly qualified or licensed to do business and1.3, where applicable, is in good standing in each jurisdiction where the character or location of its assets or properties (whether owned, leased or licensed) or the nature of its business require such qualification or license, except as would not reasonably be expected to be material to the Business. Each Transferred Subsidiary has the requisite corporate (or similar organizational) power and authority necessary to enable it to own, operate, lease or otherwise hold its properties and assets and to carry on its business as currently conducted and to perform its obligations under all Contracts to which it is a party or by which it is bound. Section 3.04(a) of the Disclosure Schedule accurately sets forth each jurisdiction where each Transferred Subsidiary is qualified or licensed to do business. (b) Prior to the date hereof, Seller has made available to Purchaser: (i) complete and correct copies of the organizational documents of each Transferred Subsidiary currently in force and (ii) the statutory registers and records of each Transferred Subsidiary. Each Transferred Subsidiary has maintained the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the shareholders (sócios; quotistas), management (administradores) and all committees of each Transferred Subsidiary, as applicable, which minutes or other records contain a complete and accurate summary of all such meetings, and all actions taken at such meetings or by written consent. All material actions taken and all material transactions entered into by each Transferred Subsidiary have been duly approved by all necessary action of the shareholders of such Transferred Subsidiary (as the case may be), as required by organizational documents of each Transferred Subsidiary or applicable Law. There has been no material violation of any of the provisions of the organizational documents of any Transferred Subsidiary and no Transferred Subsidiary has taken any action that is inconsistent in any material respect with any resolution adopted by such Transferred Subsidiary’s shareholders, officers or management (or similar body or committee thereof). The share or quota records, minute books and other records of each Transferred Subsidiary are accurate, up-to-date and complete in all material respects, and have been maintained in accordance with all applicable Laws. (c) Section 3.04(c) of the Disclosure Schedule sets forth each of the Transferred Subsidiaries and comprise all of the authorized and outstanding quotas subsidiaries of each Transferred Subsidiary and the name of the record holders of such quotas. Target Subsidiary is wholly owned by Target. All of the outstanding quotas of capital stock PMSI that conduct any business or comparable interest in each Transferred Subsidiary have been duly authorizedoperate in, validly issued and are fully paid and, as applicable, non-assessable. Upon consummation of the transactions contemplated in this Agreement, Purchaser shall be the record and beneficial owner of all Transferred Quotas. Except as set forth in Section 3.04(c) of the Disclosure Schedule, there are no outstanding options, warrants, convertible securities derive any revenue or other rights, agreements, arrangements or commitments of any character relating to the Transferred Quotas or any other securities in any Transferred Subsidiary or obligating Seller or any Transferred Subsidiary to sell, issue, transfer, assign, pledge, encumber, hypothecate or otherwise dispose of or redeem, purchase or otherwise acquire any quotas of capital stock ofincome from, or own any other comparable interest or securities in any Transferred Subsidiaryassets in, the Territories. No Transferred Subsidiary ownsPMSI does not own, directly or indirectly, any capital stockstock or other ownership interest in any corporation, membership interestpartnership, partnership interestlimited liability company, business association, joint venture interest or other entity incorporated, formed or organized in the Territories other than the Transferred Subsidiaries and the Belgian Subsidiaries (other than ISIS Research Limited, a company incorporated in the United Kingdom). There is no Capital Stock of any Transferred Subsidiary or any Belgian Subsidiary issued, reserved for issuance or outstanding other than as set forth in Schedules I and II. All securities issued by each of the Transferred Subsidiaries and each of the Belgian Subsidiaries were issued in compliance in all material respects with all applicable federal and state securities laws and all applicable rules and regulations promulgated thereunder. There are no outstanding bonds, debentures, notes or other indebtedness or debt securities of any of the Transferred Subsidiaries or any of the Belgian Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Transferred Subsidiaries or of the Belgian Subsidiaries may vote (collectively, "Voting Debt"). Other than commitments, agreements or undertakings assigned to the Acquiror pursuant to the Agreement and the agreements executed in connection therewith, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which PMSI or any of its subsidiaries is a party or by which any of them is bound obligating PMSI or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interest in any other person. All of the Target Quotas have been issued and granted in compliance with: (i) all applicable Laws; and (ii) all requirements set forth in all applicable Contracts. None of the outstanding Target Quotas were issued in violation or voting securities of any preemptive rights or other rights to subscribe for or purchase securities of the Transferred Subsidiaries. Upon the consummation Subsidiaries or any of the AcquisitionBelgian Subsidiaries or obligating PMSI or any of its subsidiaries to issue, Purchaser will hold quotas grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of PMSI or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Target that represent eighty-one percent (81%) of all any of the quotas Transferred Subsidiaries or any of the Belgian Subsidiaries and, to the knowledge of PMSI, there are no irrevocable proxies with respect to shares of capital stock of Target issued and outstanding as of immediately following the Closing, and Seller will collectively hold quotas of capital stock of Target that represent nineteen percent (19%) of all any of the quotas of capital stock of Target issued and outstanding as of immediately following the Closing. (d) Section 3.04(d) Transferred Subsidiaries or any of the Disclosure Schedule accurately sets forth the names Belgian Subsidiaries. There are no agreements or arrangements pursuant to which PMSI or any of its Subsidiaries is or could be required to register shares of Capital Stock of any of the statutory and non-statutory officers Transferred Subsidiaries or Belgian Subsidiaries or other securities of each any of the Transferred SubsidiarySubsidiaries or Belgian Subsidiaries under the Securities Act of 1933, as amended (the "Securities Act").

Transferred Subsidiaries. The Company represents and warrants as to each of the Transferred Subsidiaries as follows: (ai) Each Transferred Subsidiary is a legal entity has duly organized, validly existing and, where applicable, in good standing under the Laws and timely filed (taking into account any extension of the jurisdiction of its organization or incorporation, time within which are set forth in Section 3.04(ato file) of the Disclosure Schedule. Each Transferred Subsidiary is duly qualified or licensed to do business and, where applicable, is in good standing in each jurisdiction where the character or location of its assets or properties (whether owned, leased or licensed) or the nature of its business require such qualification or license, except as would not reasonably be expected all Tax Returns required to be material to the Business. Each Transferred Subsidiary has the requisite corporate (or similar organizational) power and authority necessary to enable it to own, operate, lease or otherwise hold its properties and assets and to carry on its business as currently conducted and to perform its obligations under all Contracts to which it is a party or filed by which it is bound. Section 3.04(a) of the Disclosure Schedule accurately sets forth each jurisdiction where each Transferred Subsidiary is qualified or licensed to do business. (b) Prior to the date hereof, Seller has made available to Purchaser: (i) complete and correct copies of the organizational documents of each Transferred Subsidiary currently in force and (ii) the statutory registers and records of each Transferred Subsidiary. Each Transferred Subsidiary has maintained the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the shareholders (sócios; quotistas), management (administradores) and all committees of each Transferred Subsidiary, as applicable, which minutes or other records contain a complete and accurate summary of all such meetings, and all actions taken at such meetings or by written consentit. All material actions taken and all material transactions entered into Tax Returns filed by each Transferred Subsidiary have been duly approved by all necessary action of the shareholders of such Transferred Subsidiary (as the case may be)are true, as required by organizational documents of each Transferred Subsidiary or applicable Law. There has been no material violation of any of the provisions of the organizational documents of any Transferred Subsidiary and no Transferred Subsidiary has taken any action that is inconsistent in any material respect with any resolution adopted by such Transferred Subsidiary’s shareholders, officers or management (or similar body or committee thereof). The share or quota records, minute books and other records of each Transferred Subsidiary are accurate, up-to-date correct and complete in all material respects, and have been maintained in accordance with all applicable Laws. (cii) Section 3.04(c) of the Disclosure Schedule sets forth each of the Transferred Subsidiaries and all of the authorized and outstanding quotas of each Each Transferred Subsidiary has paid all Taxes that are shown as due on such filed Tax Returns, and has withheld and remitted to the name of the record holders of such quotas. Target Subsidiary appropriate Tax Authority, with respect to amounts paid or owing to employees, creditors, and third parties, all Taxes it is wholly owned by Target. All of the outstanding quotas of capital stock or comparable interest in each required to have withheld. (iii) No Transferred Subsidiary have been duly authorizedhas waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a tax assessment or deficiency, validly issued and are fully paid andnor is there any tax deficiency outstanding, as applicable, non-assessable. Upon consummation of the transactions contemplated proposed in this Agreement, Purchaser shall be the record and beneficial owner of all Transferred Quotas. Except as set forth in Section 3.04(c) of the Disclosure Schedule, there are no outstanding options, warrants, convertible securities writing or other rights, agreements, arrangements or commitments of any character relating to the Transferred Quotas or any other securities in any Transferred Subsidiary or obligating Seller or any Transferred Subsidiary to sell, issue, transfer, assign, pledge, encumber, hypothecate or otherwise dispose of or redeem, purchase or otherwise acquire any quotas of capital stock of, or any other comparable interest or securities in assessed against any Transferred Subsidiary. No Transferred Subsidiary owns. (iv) There are not pending or, directly or indirectlyto the knowledge of the Company, threatened in writing, any capital stockaudits, membership interestexaminations, partnership interest, joint venture interest investigations or other equity interest proceedings in any other person. All respect of the Target Quotas have been issued and granted in compliance with: (i) all applicable Laws; and (ii) all requirements set forth in all applicable Contracts. None of the outstanding Target Quotas were issued in violation of any preemptive rights Taxes or other rights to subscribe for or purchase securities Tax matters of the Transferred Subsidiaries. (v) Each Transferred Subsidiary, other than Carter-Wallace (N.Z.) Ltd., is treated as a corporation for U.S. fed▇▇▇▇ ▇▇▇▇▇▇ ▇▇x purposes. Upon the consummation of the Acquisition, Purchaser will hold quotas of capital stock of Target that represent eightyCarter-one percent Wallace (81%N.Z.) of all of the quotas of capital stock of Target issued Ltd. has validly elected on Form 8832 to be tr▇▇▇▇▇ ▇▇ ▇ ▇▇▇regarded entity for U.S. tax purposes. (vi) There are (and outstanding as of immediately following the ClosingClosing there will be) no Encumbrances on the assets of any Transferred Subsidiary relating to or attributable to Taxes, other than Encumbrances for personal property taxes not yet due and Seller will collectively hold quotas of capital stock of Target that represent nineteen percent (19%) of all of the quotas of capital stock of Target issued and outstanding as of immediately following the Closingpayable. (dvii) Section 3.04(dNo Transferred Subsidiary is a party to a Tax sharing, Tax indemnity, Tax allocation or similar contract (whether or not written), nor does or will any Transferred Subsidiary owe any amount under such agreement. (viii) No adjustment relating to any Tax Return filed by any Transferred Subsidiary has been proposed in writing by any Tax Authority to any Transferred Subsidiary which has not been resolved to the satisfaction of the Disclosure Schedule accurately sets forth relevant Tax Authority. (ix) No Transferred Subsidiary is or has been included in any "consolidated," "unitary," "combined" or similar Tax Return provided for under the names laws of the statutory and non-statutory officers United States or any foreign jurisdiction for any taxable period for which the statute of each Transferred Subsidiarylimitations has not yet expired.

Transferred Subsidiaries. (a) Schedule 3 hereto sets forth a true and complete list of all Transferred Subsidiaries, listing for each Transferred Subsidiary its name, type of entity, the jurisdiction and date of its incorporation or organization, its authorized capital, partnership capital or equivalent, the number and type of its issued and outstanding shares or other securities, partnership interests or similar ownership interests and the ownership of such shares, partnership interests or similar ownership interests, as of the date hereof and as of Closing. (b) As of Closing, no Affiliate of the Seller or Seller Parent shall be engaged in the conduct of the Business other than through the provision of services that will be made available to the Purchaser, Purchaser Parent or the Companies prior to and/or after Closing pursuant to the Brand Franchise Agreements, the Transition and Support Services Agreement and the Interim Management Agreement. As of the Closing Date, (i) the Acquired Business will be conducted by the MEB Group Entities, (ii) there will be no other corporations, partnerships, joint ventures, associations or other entities in which any Company or any Transferred Subsidiary owns, of record or beneficially, any direct or indirect equity or other interest; and (iii) no Company or any Transferred Subsidiary will be a member of (nor is any part of the Business conducted through) any partnership nor will any Company or any Transferred Subsidiary a participant in any joint venture or similar arrangement. (c) Each Transferred Subsidiary is a legal entity corporation duly organized, validly existing and, where applicable, and in good standing under the Laws of the jurisdiction of its organization incorporation and has all necessary power and authority to own, operate or incorporationlease the properties and assets now owned, which are set forth in Section 3.04(a) operated or leased by it and to carry on its operations as is currently operated, except where such failure would not adversely affect the ability of the Disclosure ScheduleTransferred Subsidiary to conduct the Business in the manner contemplated by the Transaction Documents. Each Transferred Subsidiary is duly licensed or qualified or licensed to do business and, where applicable, and is in good standing in each jurisdiction where in which the character properties owned or location of its assets or properties (whether owned, leased or licensed) by it or the nature operation of its business require makes such licensing or qualification or license, necessary except as where the failure to be qualified would not reasonably be expected to be material to adversely affect the Business. Each ability of the Transferred Subsidiary has to conduct the requisite corporate (or similar organizational) power and authority necessary to enable it to own, operate, lease or otherwise hold its properties and assets and to carry on its business as currently conducted and to perform its obligations under all Contracts to which it is a party or Business in the manner contemplated by which it is bound. Section 3.04(a) of the Disclosure Schedule accurately sets forth each jurisdiction where each Transferred Subsidiary is qualified or licensed to do businessTransaction Documents. (bd) Prior to the date hereof, Seller has made available to Purchaser: (i) complete and correct copies of the organizational documents of each Transferred Subsidiary currently in force and (ii) the statutory registers and records of each Transferred Subsidiary. Each Transferred Subsidiary has maintained the minutes and other records of the meetings and other proceedings (including any All corporate actions taken by written consent or otherwise without a meeting) of the shareholders (sócios; quotistas), management (administradores) and all committees of each Transferred Subsidiary, as applicable, which minutes or other records contain a complete and accurate summary of all such meetings, and all actions taken at such meetings or by written consent. All material actions taken and all material transactions entered into by each Transferred Subsidiary in connection with the matters described in this Agreement have been duly approved by all necessary action of the shareholders of such Transferred Subsidiary (as the case may be), as required by organizational documents of each Transferred Subsidiary or applicable Law. There has been no material violation of any of the provisions of the organizational documents of any Transferred Subsidiary authorized and no Transferred Subsidiary has taken any such corporate action that is inconsistent in any material respect with conflicts with, constitutes a default under or results in a violation of any resolution adopted by such Transferred Subsidiary’s shareholders, officers provision of its certificate of incorporation or management articles of association (or similar body or committee thereoforganizational documents). The share True and correct copies of the certificate of incorporation and articles of association (or quota records, minute books and other records of each Transferred Subsidiary are accurate, up-to-date and complete in all material respects, and have been maintained in accordance with all applicable Laws. (c) Section 3.04(csimilar organizational documents) of the Disclosure Schedule sets forth each of the Transferred Subsidiaries and all of the authorized and outstanding quotas of each Transferred Subsidiary and the name of the record holders of such quotas. Target Subsidiary is wholly owned by Target. All of the outstanding quotas of capital stock or comparable interest in each Transferred Subsidiary have been duly authorized, validly issued and are fully paid and, as applicable, non-assessable. Upon consummation of delivered by the transactions contemplated in this Agreement, Seller to Purchaser shall be the record and beneficial owner of all Transferred Quotas. Except as set forth in Section 3.04(c) of the Disclosure Schedule, there are no outstanding options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Transferred Quotas or any other securities in any Transferred Subsidiary or obligating Seller or any Transferred Subsidiary to sell, issue, transfer, assign, pledge, encumber, hypothecate or otherwise dispose of or redeem, purchase or otherwise acquire any quotas of capital stock of, or any other comparable interest or securities in any Transferred Subsidiary. No Transferred Subsidiary owns, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any other person. All of the Target Quotas have been issued and granted in compliance with: (i) all applicable Laws; and (ii) all requirements set forth in all applicable Contracts. None of the outstanding Target Quotas were issued in violation of any preemptive rights or other rights to subscribe for or purchase securities of the Transferred Subsidiaries. Upon the consummation of the Acquisition, Purchaser will hold quotas of capital stock of Target that represent eighty-one percent (81%) of all of the quotas of capital stock of Target issued and outstanding as of immediately following the Closing, and Seller will collectively hold quotas of capital stock of Target that represent nineteen percent (19%) of all of the quotas of capital stock of Target issued and outstanding as of immediately following the ClosingParent. (d) Section 3.04(d) of the Disclosure Schedule accurately sets forth the names of the statutory and non-statutory officers of each Transferred Subsidiary.

Transferred Subsidiaries. The Company represents and warrants as to each of the Transferred Subsidiaries as follows: (ai) Each Transferred Subsidiary is a legal entity has duly organized, validly existing and, where applicable, in good standing under the Laws and timely filed (taking into account any extension of the jurisdiction of its organization or incorporation, time within which are set forth in Section 3.04(ato file) of the Disclosure Schedule. Each Transferred Subsidiary is duly qualified or licensed to do business and, where applicable, is in good standing in each jurisdiction where the character or location of its assets or properties (whether owned, leased or licensed) or the nature of its business require such qualification or license, except as would not reasonably be expected all Tax Returns required to be material to the Business. Each Transferred Subsidiary has the requisite corporate (or similar organizational) power and authority necessary to enable it to own, operate, lease or otherwise hold its properties and assets and to carry on its business as currently conducted and to perform its obligations under all Contracts to which it is a party or filed by which it is bound. Section 3.04(a) of the Disclosure Schedule accurately sets forth each jurisdiction where each Transferred Subsidiary is qualified or licensed to do business. (b) Prior to the date hereof, Seller has made available to Purchaser: (i) complete and correct copies of the organizational documents of each Transferred Subsidiary currently in force and (ii) the statutory registers and records of each Transferred Subsidiary. Each Transferred Subsidiary has maintained the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the shareholders (sócios; quotistas), management (administradores) and all committees of each Transferred Subsidiary, as applicable, which minutes or other records contain a complete and accurate summary of all such meetings, and all actions taken at such meetings or by written consentit. All material actions taken and all material transactions entered into Tax Returns filed by each Transferred Subsidiary have been duly approved by all necessary action of the shareholders of such Transferred Subsidiary (as the case may be)are true, as required by organizational documents of each Transferred Subsidiary or applicable Law. There has been no material violation of any of the provisions of the organizational documents of any Transferred Subsidiary and no Transferred Subsidiary has taken any action that is inconsistent in any material respect with any resolution adopted by such Transferred Subsidiary’s shareholders, officers or management (or similar body or committee thereof). The share or quota records, minute books and other records of each Transferred Subsidiary are accurate, up-to-date correct and complete in all material respects, and have been maintained in accordance with all applicable Laws. (cii) Section 3.04(c) of the Disclosure Schedule sets forth each of the Transferred Subsidiaries and all of the authorized and outstanding quotas of each Each Transferred Subsidiary has paid all Taxes that are shown as due on such filed Tax Returns, and has withheld and remitted to the name of the record holders of such quotas. Target Subsidiary appropriate Tax Authority, with respect to amounts paid or owing to employees, creditors, and third parties, all Taxes it is wholly owned by Target. All of the outstanding quotas of capital stock or comparable interest in each required to have withheld. (iii) No Transferred Subsidiary have been duly authorizedhas waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a tax assessment or deficiency, validly issued and are fully paid andnor is there any tax deficiency outstanding, as applicable, non-assessable. Upon consummation of the transactions contemplated proposed in this Agreement, Purchaser shall be the record and beneficial owner of all Transferred Quotas. Except as set forth in Section 3.04(c) of the Disclosure Schedule, there are no outstanding options, warrants, convertible securities writing or other rights, agreements, arrangements or commitments of any character relating to the Transferred Quotas or any other securities in any Transferred Subsidiary or obligating Seller or any Transferred Subsidiary to sell, issue, transfer, assign, pledge, encumber, hypothecate or otherwise dispose of or redeem, purchase or otherwise acquire any quotas of capital stock of, or any other comparable interest or securities in assessed against any Transferred Subsidiary. No Transferred Subsidiary owns. (iv) There are not pending or, directly or indirectlyto the knowledge of the Company, threatened in writing, any capital stockaudits, membership interestexaminations, partnership interest, joint venture interest investigations or other equity interest proceedings in any other person. All respect of the Target Quotas have been issued and granted in compliance with: (i) all applicable Laws; and (ii) all requirements set forth in all applicable Contracts. None of the outstanding Target Quotas were issued in violation of any preemptive rights Taxes or other rights to subscribe for or purchase securities Tax matters of the Transferred Subsidiaries. (v) Each Transferred Subsidiary, other than Carter-Wallace (N.Z.) Ltd., is treated as a corporation for U.S. fe▇▇▇▇▇ ▇▇▇▇▇▇ ▇ax purposes. Upon the consummation of the Acquisition, Purchaser will hold quotas of capital stock of Target that represent eightyCarter-one percent Wallace (81%N.Z.) of all of the quotas of capital stock of Target issued Ltd. has validly elected on Form 8832 to be t▇▇▇▇▇▇ ▇▇ ▇ ▇▇sregarded entity for U.S. tax purposes. (vi) There are (and outstanding as of immediately following the ClosingClosing there will be) no Encumbrances on the assets of any Transferred Subsidiary relating to or attributable to Taxes, other than Encumbrances for personal property taxes not yet due and Seller will collectively hold quotas of capital stock of Target that represent nineteen percent (19%) of all of the quotas of capital stock of Target issued and outstanding as of immediately following the Closingpayable. (dvii) Section 3.04(dNo Transferred Subsidiary is a party to a Tax sharing, Tax indemnity, Tax allocation or similar contract (whether or not written), nor does or will any Transferred Subsidiary owe any amount under such agreement. (viii) No adjustment relating to any Tax Return filed by any Transferred Subsidiary has been proposed in writing by any Tax Authority to any Transferred Subsidiary which has not been resolved to the satisfaction of the Disclosure Schedule accurately sets forth relevant Tax Authority. (ix) No Transferred Subsidiary is or has been included in any "consolidated," "unitary," "combined" or similar Tax Return provided for under the names laws of the statutory and non-statutory officers United States or any foreign jurisdiction for any taxable period for which the statute of each Transferred Subsidiarylimitations has not yet expired.

Transferred Subsidiaries. (a) Each Transferred Subsidiary is a legal entity duly organized, validly existing and, where applicable, in good standing under the Laws of the jurisdiction of its organization or incorporation, which are set forth in Section 3.04(a4.2(a) of the AT&T Disclosure Schedule. Each Letter sets forth a correct and complete list, as of the Execution Date, of each Subsidiary that will, directly or indirectly, be Transferred Subsidiary is duly qualified to NewCo at or licensed to do business and, where applicable, is in good standing in each jurisdiction where the character or location of its assets or properties (whether owned, leased or licensed) or the nature of its business require such qualification or license, except as would not reasonably be expected to be material prior to the Business. Each Closing (the “Transferred Subsidiary has the requisite corporate (or similar organizational) power and authority necessary to enable it to own, operate, lease or otherwise hold its properties and assets and to carry on its business as currently conducted and to perform its obligations under all Contracts to which it is a party or by which it is bound. Section 3.04(a) of the Disclosure Schedule accurately sets forth each jurisdiction where each Transferred Subsidiary is qualified or licensed to do business. (b) Prior to the date hereof, Seller has made available to Purchaser: (i) complete and correct copies of the organizational documents of each Transferred Subsidiary currently in force and (ii) the statutory registers and records of each Transferred Subsidiary. Each Transferred Subsidiary has maintained the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the shareholders (sócios; quotistasSubsidiaries”), management (administradores) and all committees together with its jurisdiction of each Transferred Subsidiaryorganization, as applicable, which minutes the number of outstanding shares of capital stock or other records contain a complete and accurate summary of all such meetings, and all actions taken at such meetings or by written consent. All material actions taken and all material transactions entered into by each Transferred Subsidiary have been duly approved by all necessary action of the shareholders of such Transferred Subsidiary (as the case may be), as required by organizational documents of each Transferred Subsidiary or applicable Law. There has been no material violation of any of the provisions of the organizational documents of any Transferred Subsidiary and no Transferred Subsidiary has taken any action that is inconsistent in any material respect with any resolution adopted by such Transferred Subsidiary’s shareholders, officers or management (or similar body or committee thereof). The share or quota records, minute books and other records of each Transferred Subsidiary are accurate, up-to-date and complete in all material respects, and have been maintained in accordance with all applicable Laws. (c) Section 3.04(c) of the Disclosure Schedule sets forth each of the Transferred Subsidiaries and all of the authorized and outstanding quotas equity interests of each Transferred Subsidiary and the name number of the record holders of such quotas. Target Subsidiary is wholly owned by Target. All of the outstanding quotas shares of capital stock or comparable interest in other equity interests (or, if not unitized, the percentage ownership interest) of each Transferred Subsidiary held by AT&T and its Subsidiaries (the “Transferred Subsidiary Shares”). (b) All of the Transferred Subsidiary Shares have been duly authorized, validly issued and are validly issued, fully paid and, as applicable, and non-assessable. Upon consummation AT&T or a Subsidiary of AT&T has good title to all such Transferred Subsidiary Shares, free and clear of all Encumbrances (other than Permitted Encumbrances, any transfer restrictions imposed by federal and state securities laws and those imposed under the transactions contemplated in this NewCo Operating Agreement, Purchaser shall be applicable organizational documents and the record Delaware Act), and, good and beneficial owner valid title to such Transferred Subsidiary Shares, free and clear of all Transferred Quotas. Except as set forth in Section 3.04(cEncumbrances (other than Permitted Encumbrances, any transfer restrictions imposed by federal and state securities laws and those imposed under the NewCo Operating Agreement, applicable organizational documents and the Delaware Act), shall pass to NewCo and its Subsidiaries at or prior to the Closing, other than the Units held by AT&T HoldCo, which shall constitute Excluded Assets. (c) of the Disclosure Schedule, there There are no preemptive or other outstanding rights, options, warrants, convertible securities or other conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments of any character under which the Transferred Subsidiaries are or may become obligated to issue or sell, or giving any Person a right to subscribe for or acquire, or in any way dispose of, any such Transferred Subsidiary Shares, or any securities or obligations exercisable or exchangeable for or convertible into, such Transferred Subsidiary Shares, or any “tag-along,” “drag-along” or similar rights with respect to such Transferred Subsidiary Shares, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Transferred Subsidiary Shares are not subject to any voting trust agreement or other Contract restricting or otherwise relating to the Transferred Quotas voting, dividend rights or any other securities in any disposition of such Transferred Subsidiary Shares. There are no phantom stock or obligating Seller similar rights providing economic benefits based, directly or any indirectly, on the value or price of the Transferred Subsidiary to sell, issue, transfer, assign, pledge, encumber, hypothecate or otherwise dispose of or redeem, purchase or otherwise acquire any quotas of capital stock of, or any other comparable interest or securities in any Transferred Subsidiary. Shares. (d) No Transferred Subsidiary owns, directly or indirectly, any capital stockstock or other equity interests of any Person (other than another Transferred Subsidiary) or has any direct or indirect equity or ownership interest in any business (other than that of another Transferred Subsidiary), membership interest, partnership interestor is a member of or participant in any partnership, joint venture interest or similar Person (other equity interest in any other person. All of the Target Quotas have been issued and granted in compliance with: (i) all applicable Laws; and (ii) all requirements set forth in all applicable Contracts. None of the outstanding Target Quotas were issued in violation of any preemptive rights or other rights to subscribe for or purchase securities of the Transferred Subsidiaries. Upon the consummation of the Acquisition, Purchaser will hold quotas of capital stock of Target that represent eighty-one percent (81%) of all of the quotas of capital stock of Target issued and outstanding as of immediately following the Closing, and Seller will collectively hold quotas of capital stock of Target that represent nineteen percent (19%) of all of the quotas of capital stock of Target issued and outstanding as of immediately following the Closing. (d) Section 3.04(d) of the Disclosure Schedule accurately sets forth the names of the statutory and non-statutory officers of each than another Transferred Subsidiary).

Transferred Subsidiaries. (a) Each Transferred Subsidiary is a legal entity duly organizedNotwithstanding anything herein to the contrary, validly existing and, where applicable, in good standing under the Laws of the jurisdiction this Agreement shall not constitute an agreement by Seller or any of its organization Subsidiaries to assign or incorporation, which are set forth in Section 3.04(a) transfer at Closing any equity interests or shares of the Disclosure Schedule. Each Transferred Subsidiary is duly qualified or licensed to do business and, where applicable, is in good standing in each jurisdiction where the character or location capital stock of its assets or properties (whether owned, leased or licensed) or the nature of its business require such qualification or license, except as would not reasonably be expected to be material to the Business. Each Transferred Subsidiary has the requisite corporate (or similar organizational) power and authority necessary to enable it to own, operate, lease or otherwise hold its properties and assets and to carry on its business as currently conducted and to perform its obligations under all Contracts to which it is a party or by which it is bound. Section 3.04(a) of the Disclosure Schedule accurately sets forth each jurisdiction where each Transferred Subsidiary is qualified or licensed to do business. (b) Prior to the date hereof, Seller has made available to Purchaser: (i) complete and correct copies of the organizational documents of each Transferred Subsidiary currently in force and (ii) the statutory registers and records of each Transferred Subsidiary. Each Transferred Subsidiary has maintained the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the shareholders (sócios; quotistas), management (administradores) and all committees of each Transferred Subsidiary, as applicable, which minutes or other records contain a complete and accurate summary of all such meetings, and all actions taken at such meetings any assets or by written consent. All material actions taken and all material transactions entered into by each Transferred Subsidiary have been duly approved by all necessary action of the shareholders of such Transferred Subsidiary (as the case may be), as required by organizational documents of each Transferred Subsidiary or applicable Law. There has been no material violation of any of the provisions of the organizational documents employees of any Transferred Subsidiary and no Transferred Subsidiary has taken any action Subsidiary, in each case that is inconsistent in any material respect with any resolution adopted by such Transferred Subsidiary’s shareholdersconstitute Acquired Assets (collectively, officers or management (or similar body or committee thereof“Foreign Assets”). The share or quota records, minute books and other records of each Transferred Subsidiary are accurate, up-to-date and complete in all material respects, and have been maintained Seller shall not be obligated to assign or transfer, or cause its Affiliates to assign or transfer, such Foreign Assets, until such time as such assignment or transfer can be made in accordance with all applicable Laws. (c) Section 3.04(c) laws. Prior to the Closing, Seller and Buyer shall cooperate in good faith with respect to the assignment or transfer of any Foreign Assets and shall use commercially reasonable efforts to enter into, or cause their Affiliates to enter into, agreements in customary form for the transfer and assignment of any Foreign Assets, provided that such agreements will not expand the rights, obligations, responsibilities or liabilities of any of the Disclosure Schedule sets Parties set forth each of in this Agreement and provided, further, that Buyer shall not be required to make any payments or agree to any material undertakings in connection therewith. In the Transferred Subsidiaries and event that any Foreign Assets are unable to be transferred at such time as all of the authorized and outstanding quotas of each Transferred Subsidiary and conditions to the name obligations of the record holders of such quotas. Target Subsidiary is wholly owned by Target. All of the outstanding quotas of capital stock or comparable interest in each Transferred Subsidiary have been duly authorized, validly issued and are fully paid and, as applicable, non-assessable. Upon consummation of Parties to consummate the transactions contemplated hereby (excluding the delivery of any documents to be delivered at the Closing by any of the Parties and other than satisfaction of those conditions that by their terms are to be satisfied or waived at Closing or relate to the assignment or transfer of the Foreign Assets) have been satisfied or waived: (i) the Parties shall use commercially reasonable efforts to amend or modify the terms of the Transition Services Agreement such that, at the Closing, (A) Buyer would obtain (without infringing upon the legal rights of any third party) the economic claims, rights and benefits with respect to each non-transferred Foreign Asset, and (B) Buyer would assume any related economic burden with respect to each non-transferred Foreign Asset, (ii) from and after the Closing, the Seller will cooperate in all reasonable respects to effect the assignment or transfer, or cause its Affiliates to assign or transfer, such Foreign Assets on the terms contemplated by this AgreementAgreement at such time as such assignment or transfer can be made in accordance with all applicable laws; and (iii) notwithstanding anything herein to the contrary, Purchaser shall be the record and beneficial owner failure to assign or transfer such Foreign Asset(s) at or prior to the Closing will not constitute a failure of all Transferred Quotas. Except as the conditions set forth in Section 3.04(c) of the Disclosure Schedule, there are no outstanding options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating 5.1 to the Transferred Quotas or any other securities in any Transferred Subsidiary or obligating Seller or any Transferred Subsidiary to sell, issue, transfer, assign, pledge, encumber, hypothecate or otherwise dispose of or redeem, purchase or otherwise acquire any quotas of capital stock of, or any other comparable interest or securities in any Transferred Subsidiary. No Transferred Subsidiary owns, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any other person. All of the Target Quotas have been issued and granted in compliance with: (i) all applicable Laws; and (ii) all requirements set forth in all applicable Contracts. None of the outstanding Target Quotas were issued in violation of any preemptive rights or other rights to subscribe for or purchase securities of the Transferred Subsidiaries. Upon the consummation of the Acquisition, Purchaser will hold quotas of capital stock of Target that represent eighty-one percent (81%) of all of the quotas of capital stock of Target issued and outstanding as of immediately following the Closing, and Seller will collectively hold quotas of capital stock of Target that represent nineteen percent (19%) of all of the quotas of capital stock of Target issued and outstanding as of immediately following the Closingbe satisfied. (d) Section 3.04(d) of the Disclosure Schedule accurately sets forth the names of the statutory and non-statutory officers of each Transferred Subsidiary.