Common use of Company Subsidiaries Clause in Contracts

Company Subsidiaries. Each Subsidiary of the Company is listed on Schedule 4.5 hereto. The Company has conducted its business solely through the Company and its Subsidiaries at all times. All assets, properties and rights relating to the Company's business are held by and all agreements, obligations and transactions relating to the Company's business have been entered into, incurred and conducted by, Company and its Subsidiaries. Each Subsidiary of Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has the corporate power to carry on its business as it is now being conducted or presently proposed to be conducted. Each Subsidiary of Company is duly qualified as a foreign corporation to do business, and is in good standing in the jurisdictions listed on Schedule 4.5 hereto and except as set forth on Schedule 4.5 hereto, is not required to be so qualified and in good standing in any other jurisdiction where the character of its properties owned or held under lease or the nature of its activities would make such qualification necessary, if failure to so qualify might have an adverse material effect upon the business or property of any Company Subsidiary. All of the outstanding shares of capital stock of each of the Subsidiaries of Company are validly issued, fully paid and non-assessable and, except as set forth on Schedule 4.5 hereto, and are owned by the Company free and clear of any Encumbrances of any nature whatsoever (whether absolute, accrued, contingent or otherwise). Except as set forth in Schedule 4.5 hereto, there are not outstanding rights to purchase or otherwise to receive from any of the Subsidiaries of the Company any of the outstanding, authorized but unissued or treasury shares of the capital stock or any other security of any Subsidiary of the Company; there is no outstanding security of any kind convertible into or exchangeable for such capital stock of any Subsidiary of the Company.

Company Subsidiaries. Each Subsidiary (a) Other than shares of stock in the Federal Home Loan Bank of Des Monies and marketable securities (the issuers of which shall not be deemed Company Subsidiaries), Schedule 2.3 (a) attached hereto and hereby made a part hereof contains a list of each corporation, including Midwest Federal Savings and Loan Association of Eastern Iowa (the "Bank"), partnership, joint venture or other entity in which the Company has a direct or indirect equity ownership (hereinafter each of such corporations, partnerships and other entities is sometimes referred to individually as a "Company Subsidiary" and collectively as the "Company Subsidiaries"), a description of the legal nature of each Company Subsidiary, and the percentage equity ownership of the Company is listed on or any Company Subsidiaries in each Company Subsidiary and the legal nature of such ownership. Schedule 4.5 hereto. The Company has conducted its business solely through 2.3(a) also contains a description of the capitalization of each of the Company Subsidiaries (including, without limitation, a listing of the authorized, issued and its outstanding shares of capital stock of each Company Subsidiary). (b) Except as disclosed in Schedule 2.3(b) attached hereto and hereby made a part hereof, all of the capital stock of each Company Subsidiary is owned of record and beneficially by the Company or another Company Subsidiary. (c) Each of the Company Subsidiaries at all times. All assetswhich is a financial institution is duly organized, properties and rights relating to validly existing as an Iowa banking corporation or savings association under the Company's business are held by and all agreementslaws of the State of Iowa or, obligations and transactions relating to if a national bank, or federal thrift or savings association, as a national banking, thrift or savings association under the Company's business have been entered into, incurred and conducted by, Company and its Subsidiarieslaws of the United States. Each Subsidiary of the Company Subsidiaries which is not a corporation financial institution is duly organized, validly existing and in good standing under the laws of its jurisdiction state of incorporation and has incorporation. All of the Company Subsidiaries have full corporate power and authority to own or lease their properties and carry on its business their businesses as it is now being conducted or presently proposed conducted, and each is qualified to be conducted. Each Subsidiary of Company is duly qualified do business as a foreign corporation to do business, and is in good standing in the jurisdictions listed on Schedule 4.5 hereto and except as set forth on Schedule 4.5 hereto, is not required to be so qualified and in good standing in any other jurisdiction each state where the character and location of its properties owned or held under lease or the nature of its activities would make such qualification necessary, if failure to so qualify might have an adverse material effect upon the business or property of any Company Subsidiaryconducted by it requires qualification. All necessary regulatory approvals for the acquisition and ownership by the Company of the outstanding shares of capital stock of each of the Company Subsidiaries have been received by the Company. Each of the Company Subsidiaries has all consents, permits, franchises, licenses, concessions, authorities (including without limitation all easements, rights of way and similar authorities), authorizations and approvals of Federal, state and local governmental authorities and other persons and entities required in connection with the ownership and operation of its properties and the carrying on of its business as now being conducted, all of which are in full force and effect and no suspension or cancellation of any of which is threatened, except for those whose failure to obtain or maintain would not have a Material Adverse Effect on the Company, the Bank or the Surviving Corporation, other than consents, authorizations and approvals required relating to the transactions contemplated by this Agreement. (d) All shares of the issued and outstanding capital stock of each of the Company Subsidiaries are validly issued, fully paid and non-assessable andassessable, except as set forth on Schedule 4.5 heretowere not issued in violation of the preemptive rights of any person, and were issued in full compliance with all applicable state and Federal laws. (e) There are owned by the no outstanding warrants, options, subscriptions, contracts, rights or other arrangements or commitments obligating any Company free and clear Subsidiary to issue any additional shares of its capital stock, nor are there any Encumbrances securities, debts, obligations or rights outstanding which are convertible into or exchangeable for shares of any nature whatsoever (whether absolute, accrued, contingent or otherwise)its capital stock. Except as set forth in Schedule 4.5 hereto, there There are not outstanding contracts, rights or other arrangements or commitments which would obligate any Company Subsidiary to purchase or redeem or otherwise to receive from acquire any of the Subsidiaries of the Company any of the outstanding, authorized but unissued or treasury shares of the its capital stock or any other security of any Subsidiary of the Company; there is no outstanding security of any kind convertible into or exchangeable for such capital stock of any Subsidiary of the Companysecurity.

Company Subsidiaries. Each The Company has Previously Disclosed a -------------------- list of all the Company Subsidiaries, including the states in which such Company Subsidiaries are organized, and if any of such Company Subsidiaries is not wholly-owned by the Company or a Company Subsidiary, the percentage owned by the Company or any Company Subsidiary and the names, addresses and percentage ownership by any other individual or corporation, partnership, joint venture, business trust, limited liability corporation or partnership, association or other organization (each, a "Business Entity"). No equity securities of any of the Company is listed on Schedule 4.5 hereto. The Company has conducted its business solely through Subsidiaries are or may become required to be issued (other than to the Company or a wholly-owned Company Subsidiary) by reason of any Rights with respect thereto. There are no contracts, commitments, understandings or arrangements by which any of the Company Subsidiaries is or may be bound to sell or otherwise issue any shares of its capital stock, and its Subsidiaries at all times. All assetsthere are no contracts, properties and rights commitments, understandings or arrangements relating to the Company's business rights of the Company to vote or to dispose of such shares. All of the shares of capital stock of each Company Subsidiary are held fully paid and nonassessable and subject to no preemptive rights and, except as Previously Disclosed, are owned by the Company or a Company Subsidiary free and all agreementsclear of any liens, obligations and transactions relating to the Company's business have been entered intoencumbrances, incurred and conducted bycharges, Company and its Subsidiariessecurity interests, restrictions (including restrictions on voting rights or rights of disposition), defaults or equities of any character or claims or third party rights of whatever nature (collectively, "Liens"). Each Company Subsidiary of Company is a corporation duly organized, validly existing and in good standing under the laws of its the jurisdiction of incorporation and has the corporate power to carry on its business as in which it is now being conducted incorporated or presently proposed to be conducted. Each Subsidiary of Company organized, and is duly qualified as a foreign corporation to do business, and is in good standing in the jurisdictions listed on Schedule 4.5 hereto and except as set forth on Schedule 4.5 hereto, is not required to be so qualified business and in good standing in any other each jurisdiction where its ownership or leasing of property or the character conduct of its properties owned or held under lease or business requires it to be so qualified, except for any case in which the nature of its activities would make such qualification necessary, if failure to so qualify might be duly qualified is not reasonably likely, individually or in the aggregate, to have an adverse material effect upon a Material Adverse Effect on the business or property of any Company Subsidiary. All of the outstanding shares of capital stock of each of the Subsidiaries of Company are validly issued, fully paid and non-assessable and, except as set forth on Schedule 4.5 hereto, and are owned by the Company free and clear of any Encumbrances of any nature whatsoever (whether absolute, accrued, contingent or otherwise)Company. Except as set forth Previously Disclosed, the Company does not own beneficially, directly or indirectly, any equity securities or similar interests of any Business Entity. The term "Company Subsidiary" means any Business Entity in Schedule 4.5 heretowhich the Company, there are directly or indirectly, owns or controls 50% or more of any class of such entity's voting securities. The Company has Previously Disclosed a list of all equity securities it or a Company Subsidiary holds for its own account and not outstanding rights to purchase or otherwise to receive from any in a bona fide fiduciary capacity, as of the Subsidiaries date hereof, involving, in the aggregate, ownership or control of 5% or more of any class of the Company any issuer's voting securities or 25% or more of the outstandingissuer's equity (treating subordinated debt as equity). The Company has Previously Disclosed a list of all partnerships, authorized but unissued joint ventures or treasury shares of the capital stock similar entities, in which it or any other security of any Company Subsidiary of the Company; there is no outstanding security of any kind convertible into owns or exchangeable for such capital stock of any Subsidiary of the Companycontrols an interest.

Company Subsidiaries. Each SCHEDULE 3.1.2 to the Company Disclosure Letter sets forth each Company Subsidiary and the ownership interest therein of the Company. Except as set forth on SCHEDULE 3.1.2 to the Company Disclosure Letter, (A) all the outstanding shares of capital stock of each Company Subsidiary that is listed a corporation have been validly issued and are fully paid and nonassessable, are owned by the Company or by another Company Subsidiary free and clear of all Liens, other restrictions and limitations on Schedule 4.5 hereto. The voting rights and (B) all equity interests in each Company has conducted its business solely through Subsidiary that is a partnership, joint venture, limited liability company or trust are owned by the Company, by another Company Subsidiary, or by the Company and its another Company Subsidiary, or by two or more Company Subsidiaries at free and clear of all timesLiens, other restrictions and limitations on voting rights. All assetsExcept for the capital stock of or other equity or ownership interests in the Company Subsidiaries, properties and rights relating except as set forth on SCHEDULE 3.1.2 to the Company's business are held by and all agreementsCompany Disclosure Letter, obligations and transactions relating to the Company's business have been entered intoCompany does not own, incurred and conducted bydirectly or indirectly, Company and its Subsidiariesany capital stock or other equity or ownership interest in any Person. Each Company Subsidiary of Company that is a corporation is duly organized, incorporated and validly existing and in good standing under the laws of its jurisdiction of incorporation and has the requisite corporate power and authority to carry on its business as it is now being conducted conducted, and each Company Subsidiary that is a partnership, limited liability company or presently proposed trust is duly organized and validly existing under the laws of its jurisdiction of organization and has the requisite power 5 11 and authority to be carry on its business as now being conducted. Each Company Subsidiary of Company is duly qualified as a foreign corporation or licensed to do business, business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions listed on Schedule 4.5 hereto and except as set forth on Schedule 4.5 hereto, is not required where the failure to be so qualified or licensed, individually or in the aggregate, would not have a Material Adverse Effect. Copies of the Articles of Incorporation, Bylaws, organization documents and in good standing in any other jurisdiction where the character partnership and joint venture agreements of its properties owned or held under lease or the nature of its activities would make such qualification necessary, if failure to so qualify might have an adverse material effect upon the business or property of any each Company Subsidiary. All , as amended to the date of the outstanding shares of capital stock of each of the Subsidiaries of Company are validly issuedthis Agreement, fully paid and non-assessable and, except as set forth on Schedule 4.5 hereto, and are owned by the Company free and clear of any Encumbrances of any nature whatsoever (whether absolute, accrued, contingent or otherwise). Except as set forth in Schedule 4.5 hereto, there are not outstanding rights have been previously delivered to purchase or otherwise to receive from any of the Subsidiaries of the Company any of the outstanding, authorized but unissued or treasury shares of the capital stock or any other security of any Subsidiary of the Company; there is no outstanding security of any kind convertible into or exchangeable for such capital stock of any Subsidiary of the CompanyAcquiror.

Company Subsidiaries. Each Subsidiary (a) The only Subsidiaries of the Company is are the entities listed on in Schedule 4.5 heretoII (collectively, the “Company Subsidiaries,” and each separately a “Company Subsidiary”). The Schedule II correctly sets forth the name of each Company has conducted Subsidiary, the jurisdiction of its business solely through organization, the name of the Persons owning the outstanding equity interests of such Company and its Subsidiaries at all times. All assets, properties and rights relating to Subsidiary (each such Person other than the Company's business are held by , a “Subsidiary Owner,” and all agreementscollectively, obligations the “Subsidiary Owners”) and transactions relating to the Company's business have been entered intonumber, incurred nature and conducted by, legal and beneficial owners of the equity interests of such Company and its SubsidiariesSubsidiary. Each Company Subsidiary of Company is a corporation duly organized, validly existing and in good standing under the laws Applicable Laws of its jurisdiction of incorporation organization, and has the all company or corporate power to own its properties and to carry on its business as it presently conducted and is now being conducted or presently proposed qualified to be conducted. Each Subsidiary of Company is duly qualified do business as a foreign corporation to do business, and is entity in good standing every jurisdiction in the jurisdictions listed on Schedule 4.5 hereto and except as set forth on Schedule 4.5 hereto, is not required to be so qualified and in good standing in any other jurisdiction where the character of its properties owned or held under lease or which the nature of its activities would make business or the location of its properties requires such qualification, except where the lack of such qualification necessary, if failure to so qualify might would not have an adverse material effect upon the business or property of any a Company SubsidiaryMaterial Adverse Effect. All of the outstanding shares of capital stock equity interests of each of the Subsidiaries of Company Subsidiary have been duly authorized, are validly issued, fully paid and non-assessable and, except nonassessable and as set forth on Schedule 4.5 hereto, and of the date of this Agreement all of such equity interests are collectively owned by the Company Subsidiary Owners and the Company, free and clear of any Encumbrances all Liens, excepting only such restrictions upon transfer, if any, as may be imposed by Applicable Law. Effective as of any nature whatsoever immediately prior to the Closing, and contingent only upon the Closing and payment by Parent or the Purchaser of the Company Subsidiary Purchase Amounts on behalf of the Company to the Subsidiary Owners pursuant to the Subsidiary Purchase Agreements, the Company will own all of the issued and outstanding equity interests of each Company Subsidiary. (whether absolute, accrued, contingent or otherwise). Except as set forth in Schedule 4.5 hereto, there are not outstanding rights to purchase or otherwise to receive from b) Neither the Company nor any of the Company Subsidiaries of owns or holds the Company right to acquire any of the outstanding, authorized but unissued or treasury shares of the capital stock or any other security or interest in any other Person or has any obligation to make any investment in any Person. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require any of the Company and the Company Subsidiaries to sell, transfer, or otherwise dispose of any Subsidiary of the Company; there is no outstanding security of any kind convertible into or exchangeable for such capital stock of any Subsidiary of the CompanyCompany Subsidiaries or that could require any Company Subsidiary to issue, sell, or otherwise cause to become outstanding any of its own capital stock. There are no outstanding stock appreciation, phantom stock, profit participation, or similar rights with respect to any Company Subsidiary. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of any capital stock of any Company Subsidiary. None of the Company and the Company Subsidiaries controls directly or indirectly or has any direct or indirect equity participation in any corporation, partnership, trust, or other business association which is not a Company Subsidiary. Section 4.4(b) of the Company Disclosure Schedule also sets forth a list of all of the officers, managers, directors and equivalent Persons of each of the Company Subsidiaries.

Company Subsidiaries. Each Subsidiary of the disclosure letter, dated the date hereof, delivered by the Company to Equity One prior to the execution of this Agreement setting forth certain matters referred to in this Agreement (the "Disclosure Letter "), sets forth each subsidiary of the Company and the ownership interest therein of the Company. Except as set forth in Section 3.2 of the Disclosure Letter, (A) all the outstanding shares of capital stock of each subsidiary of the Company that is listed a corporation have been validly issued and are fully paid and nonassessable, are owned by the Company or by another subsidiary of the Company free and clear of all liens, claims, encumbrances and limitations on Schedule 4.5 hereto. The voting rights and (B) all equity interests in each subsidiary of the Company has conducted its business solely through that is a partnership, joint venture, limited liability company or trust are owned by the Company, by another subsidiary of the Company, or by the Company and its Subsidiaries at all times. All assets, properties and rights relating to another subsidiary of the Company's business are held , or by two or more subsidiaries of the Company free and clear of all agreementsliens, obligations claims, encumbrances and transactions relating to limitations on voting rights. Except for the Company's business have been entered intocapital stock of or other equity or ownership interests in the subsidiaries of the Company (the "Subsidiary Securities"), incurred and conducted byexcept as set forth in Section 3.2 of the Disclosure Letter, the Company and its Subsidiariesdoes not own, directly or indirectly, any capital stock or other equity or ownership interest in any other entity. Each Subsidiary subsidiary of the Company that is a corporation is duly organized, incorporated and validly existing and in good standing under the laws of its jurisdiction of incorporation and has the requisite corporate power and authority to carry on its business as it is now being conducted conducted, and each subsidiary of the Company that is a partnership, joint venture, limited liability company or presently proposed trust is duly organized and validly existing under the laws of its jurisdiction of organization and has the requisite power and authority to be carry on its business as now being conducted. Each Subsidiary subsidiary of the Company is duly qualified as a foreign corporation or licensed to do business, business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions listed on Schedule 4.5 hereto and except as set forth on Schedule 4.5 hereto, is not required where the failure to be so qualified and or licensed, individually or in good standing in any other jurisdiction where the character of its properties owned or held under lease or the nature of its activities aggregate, would make such qualification necessary, if failure to so qualify might not have an adverse material effect upon the business or property of any Company Subsidiarya Material Adverse Effect. All Copies of the outstanding shares Articles of capital stock Incorporation, Bylaws, organization documents and partnership and joint venture agreements of each of the Subsidiaries of Company are validly issued, fully paid and non-assessable and, except as set forth on Schedule 4.5 hereto, and are owned by the Company free and clear of any Encumbrances of any nature whatsoever (whether absolute, accrued, contingent or otherwise). Except as set forth in Schedule 4.5 hereto, there are not outstanding rights to purchase or otherwise to receive from any of the Subsidiaries subsidiary of the Company any of the outstanding, authorized but unissued or treasury shares of the capital stock or any other security of any Subsidiary of the Company; there is no outstanding security of any kind convertible into or exchangeable for such capital stock of any Subsidiary of the Companyhave been previously delivered to Equity One.

Company Subsidiaries. Schedule 3.1(b) of the Company Disclosure Letter sets forth each Subsidiary of the Company and its respective jurisdiction of formation, each owner and the respective amount of such owner’s equity interest in such Subsidiary, and a list of each jurisdiction in which such Subsidiary is qualified or licensed to do business and each assumed name under which such Subsidiary conducts business in any jurisdiction. All the outstanding shares of capital stock of each Subsidiary of the Company that is a corporation have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company, by another Subsidiary of the Company or by the Company and another Subsidiary of the Company, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”), other than Permitted Liens, and other than Permitted Liens, free of any preemptive rights or any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer, register or otherwise dispose of the shares), and all equity interests in each Subsidiary of the Company that is a partnership, limited liability company or business trust are owned by the Company, by another Subsidiary of the Company, or by the Company and another Subsidiary of the Company, free and clear of all Liens, other than Permitted Liens, and other than Permitted Liens, free of any preemptive rights or any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer, register or otherwise dispose of the equity interests). There are no outstanding options, warrants or other rights to acquire ownership interests of or from any Subsidiary of the Company. Each Subsidiary of the Company is listed on Schedule 4.5 hereto. The Company has conducted its business solely through the Company and its Subsidiaries at all times. All assets, properties and rights relating to the Company's business are held by and all agreements, obligations and transactions relating to the Company's business have been entered into, incurred and conducted by, Company and its Subsidiaries. Each Subsidiary of Company that is a corporation is duly organizedincorporated and validly existing under the laws of its jurisdiction of incorporation and has the requisite corporate power and authority to carry on its business as now being conducted, and each Subsidiary of the Company that is a partnership, limited liability company or business trust is duly organized and validly existing and in good standing under the laws of its jurisdiction of incorporation organization and has the corporate requisite power and authority to carry on its business as it is now being conducted or presently proposed to be conducted. Each Subsidiary of the Company is duly qualified as a foreign corporation or licensed to do business, business and is in good standing in the jurisdictions listed on Schedule 4.5 hereto and except as set forth on Schedule 4.5 hereto, is not required to be so qualified and each jurisdiction in good standing in any other jurisdiction where the character of its properties owned or held under lease or which the nature of its activities would make business or the ownership, operation or leasing of its properties makes such qualification qualification, licensing or good standing necessary, if other than in such jurisdictions where the failure to be so qualify might qualified, licensed or in good standing would not, individually or in the aggregate, have an adverse material effect upon the business or property of any a Company Subsidiary. All of the outstanding shares of capital stock of each of the Subsidiaries of Company are validly issued, fully paid and non-assessable and, except as set forth on Schedule 4.5 hereto, and are owned by the Company free and clear of any Encumbrances of any nature whatsoever (whether absolute, accrued, contingent or otherwise)Material Adverse Effect. Except as set forth for interests in Schedule 4.5 hereto, there are not outstanding rights to purchase or otherwise to receive from any of the Subsidiaries of the Company any of and investments in short-term investment securities, neither the outstanding, authorized but unissued or treasury shares of the capital stock or any other security of Company nor any Subsidiary of the Company; there is no outstanding security of Company owns directly or indirectly any kind convertible into or exchangeable for such capital stock of or other interest (equity or debt) in any Subsidiary of the Companyother Person.

Company Subsidiaries. Each Subsidiary of the Company is listed on Schedule 4.5 hereto. (a) The Company has conducted its business solely through the Company and its Subsidiaries at all times. All assets, properties and rights relating to the Company's business are held by and all agreements, obligations and transactions relating to the Company's business have been entered into, incurred and conducted by, Company and its Subsidiaries. Each Subsidiary of Company Bank is a corporation Michigan state chartered bank duly organized, validly existing and in good standing under the laws of its the State of Michigan. The deposit accounts of the Company Bank are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by applicable Legal Requirements, all premiums and assessments required to be paid in connection therewith have been paid when due, and, to the Company’s Knowledge, there are no proceedings for the termination of such insurance are pending or threatened in writing. Each Subsidiary of the Company is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of incorporation its organization and is also in good standing in each other jurisdiction in which the nature of the business conducted or the properties or assets owned or leased by it makes such qualification necessary, except where the failure to be so qualified and in good standing would not have a Company Material Adverse Effect. Each Subsidiary of the Company has the full power and authority, corporate power and otherwise, to own, operate and lease its properties as presently owned, operated and leased, and to carry on its business as it is now being conducted or presently proposed to be conducted. Each Schedule 3.2(a)(i) of the Company Disclosure Schedules sets forth a list of each Subsidiary of the Company is duly qualified and its state of incorporation or organization. Schedule 3.2(a)(ii) of the Company Disclosure Schedules includes true, complete and correct copies of the charter (or similar organizational documents) and bylaws of each Subsidiary of the Company and all amendments thereto, each of which are in full force and effect as a foreign corporation to do business, and is in good standing in of the jurisdictions listed on Schedule 4.5 hereto and except as set forth on Schedule 4.5 hereto, is not required to be so qualified and in good standing in any other jurisdiction where the character date of its properties owned or held under lease or the nature of its activities would make such qualification necessary, if failure to so qualify might have an adverse material effect upon the business or property of any Company Subsidiary. this Agreement. (b) All of the issued and outstanding shares of capital stock or other equity ownership interests of each Subsidiary of the Subsidiaries of Company are validly issued, fully paid and non-assessable and, except as set forth on Schedule 4.5 hereto, and are owned by the Company Company, directly or indirectly, free and clear of any Encumbrances liens, pledges, charges, claims and security interests and similar encumbrances, and all of any nature whatsoever (whether absolutesuch shares or equity ownership interests are duly authorized and validly issued and are fully paid, accrued, contingent or otherwise)nonassessable and free of preemptive rights. Except as set forth in Schedule 4.5 hereto, there are not outstanding rights to purchase or otherwise to receive from any of the Subsidiaries No Subsidiary of the Company has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the outstanding, authorized but unissued purchase or treasury issuance of any shares of the capital stock or any other equity security of such Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such Subsidiary. No Subsidiary of the Company; there is no outstanding security Company owns or has any Contract to acquire, any equity interests or other securities of any kind convertible into Person or exchangeable for such capital stock of any Subsidiary of the Companydirect or indirect equity or ownership interest in any other business.

Company Subsidiaries. Each (a) Section 4.3(a) of the Disclosure Schedule sets forth the name of each Subsidiary of the Company (each a “Company Subsidiary,” and together, the “Company Subsidiaries”), and, with respect to each Company Subsidiary, the jurisdiction in which it is listed on Schedule 4.5 heretoincorporated or organized, the jurisdictions, if any, in which it is qualified to do business or is registered for Taxes of any kind, the number of shares of its authorized capital stock, the number and class of shares duly issued and outstanding and the holder thereof. The Company has conducted its business solely through Except for the Company Subsidiaries, the Company does not have any Subsidiaries, and its Subsidiaries at all times. All assetsthe Company does not own or control, properties and rights relating directly or indirectly, any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, or have any commitment or obligation to invest in, purchase any securities or obligations of, fund, guarantee, contribute or maintain the Company's capital of or otherwise financially support any corporation, partnership, joint venture or other business are held by and all agreements, obligations and transactions relating to the Company's business have been entered into, incurred and conducted by, Company and its Subsidiariesassociation or entity. Each former Subsidiary of the Company that is no longer in existence has been duly dissolved in accordance with its charter documents and bylaws or any other organizational or governing documents and the laws of the jurisdiction of its incorporation or organization and there are no outstanding Liabilities, including Taxes, with respect to any such entity. (b) Each Company Subsidiary is a corporation duly organized, organized and validly existing and corporation, partnership or other entity in good standing under the laws of its the jurisdiction of its incorporation or organization (if the concept of good standing is applicable in such jurisdiction) and is duly qualified or authorized to do business as a foreign corporation or entity and is in good standing under the laws of each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization, except where any failure to be so qualified, authorized or in good standing, individually or in the aggregate, has the not had and would not have a Material Adverse Effect. Each Company Subsidiary has all requisite corporate or entity power and authority to own, lease, and operate its properties, as applicable, and to carry on its business as currently conducted. All outstanding shares of stock of each Company Subsidiary have been duly authorized and validly issued and are fully paid and non‑assessable and not subject to preemptive rights created by statute, the charter documents and bylaws or any other organizational or governing documents of such Company Subsidiary, or any agreement to which such Company Subsidiary is a party or by which it is now being conducted or presently proposed to be conducted. Each Subsidiary of Company is duly qualified as a foreign corporation to do businessbound, and is have been offered, issued and sold in good standing in the jurisdictions listed on Schedule 4.5 hereto and except as set forth on Schedule 4.5 hereto, is not required to be so qualified and in good standing in any other jurisdiction where the character of its properties owned or held under lease or the nature of its activities would make such qualification necessary, if failure to so qualify might have an adverse material effect upon the business or property of any Company Subsidiarycompliance with all applicable Legal Requirements. All of the outstanding shares of capital stock of each of the Subsidiaries of Company are validly issued, fully paid and non-assessable and, except as set forth on Schedule 4.5 hereto, and Subsidiary are owned of record and beneficially by the Company or another Company Subsidiary free and clear of any Encumbrances of any nature whatsoever and all Liens. (whether absolutec) There are no subscriptions, accruedoptions, warrants, calls, rights (contingent or otherwise). Except as set forth in Schedule 4.5 hereto, there are not outstanding rights commitments or agreements of any character, written or oral, to purchase or otherwise to receive from any of the Subsidiaries of which the Company or any of Company Subsidiary is a party or by which it is bound obligating the outstandingCompany or any Company Subsidiary (or the Company to cause any Company Subsidiary) to issue, authorized but unissued deliver, sell, repurchase or treasury redeem, or cause to be issued, sold, repurchased or redeemed, any shares of the capital stock of any Company Subsidiary or obligating the Company or any Company Subsidiary to grant, extend, change the price of, otherwise amend or enter into any such subscription, option, warrant, call right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to any of the Company Subsidiaries. Neither the Company nor any Company Subsidiary has agreed or is obligated to make any future investment in or capital contribution to any Person. (d) Prior to the date of this Agreement, the Company has furnished to Parent true, complete and correct copies of the charter documents and bylaws or any other security organizational or governing documents of each Company Subsidiary. Each such charter and bylaws or any other organizational or governing document is in full force and effect and no Company Subsidiary is in violation of any Subsidiary provision of its charter, bylaws or other organizational or governing documents. Section 4.3(d) of the Company; there is no outstanding security Disclosure Schedule lists the directors and officers or managers or members, as the case may be, of any kind convertible into or exchangeable for such capital stock of any each Company Subsidiary as of the Companydate hereof.

Company Subsidiaries. Each Subsidiary (a) Section 3.5(a) of the Company is listed on Schedule 4.5 hereto. The Company has conducted its business solely through Disclosure Letter sets forth (i) -------------- each Subsidiary (as defined herein) of the Company; (ii) the ownership interest therein of the Company and its Subsidiaries at all times. All assets, properties and rights relating to or any Company Subsidiary; (iii) if not directly or indirectly wholly-owned by the Company's business are held , the identity and ownership interest of each of the other owners of such Company Subsidiary; (iv) each real property or interest in real property owned by such Company Subsidiary; and all agreements(v) if not wholly-owned by such Company Subsidiary, obligations the identity and transactions relating to ownership interest of each of the Company's business have been entered intoother owners of such real property or interest in real property. As used in this Agreement, incurred and conducted by"Subsidiary" ---------- of any Person (as defined herein) means any corporation, Company and its Subsidiaries. Each partnership, limited liability company, joint venture, trust or other legal entity of which such Person owns (either directly or through or together with another Subsidiary of such Person) either (i) a general partner, managing member or other similar interest, or (ii)(A) voting power of the voting capital stock or other voting equity interests, or (B) economic interests of such corporation, partnership, limited liability company, joint venture or other legal entity, including all of the Merging Subsidiaries. (b) Except as set forth in Section 3.5(b) of the Company -------------- Disclosure Letter, (i) all of the outstanding shares of capital stock of the Company or a Company Subsidiary of each Company Subsidiary that is a corporation have been duly authorized, validly issued and are (A) fully paid and nonassessable and not subject to preemptive or similar rights, and (B) owned free and clear of all Liens, and (ii) all equity interests in each Company Subsidiary that is a partnership, joint venture, limited liability company or trust which are owned by the Company or by a Company Subsidiary are (A) fully paid, and (B) owned free and clear of all Liens. Each Company Subsidiary that is a corporation is duly incorporated, validly existing and in good standing under the Laws of its jurisdiction of incorporation and has the requisite corporate power and authority to own, operate, lease, manage and encumber its properties and carry on its business as now being conducted, and each Company Subsidiary that is a partnership, limited liability company or trust is duly organized, validly existing and in good standing under the laws Laws of its jurisdiction of incorporation organization and has the corporate requisite power and authority to own, operate, lease, manage and encumber its properties and carry on its business as it is now being conducted or presently proposed to be conducted. Each Company Subsidiary of Company is duly qualified as a foreign corporation or licensed to do business, business and is in good standing in the jurisdictions listed on Schedule 4.5 hereto and except as set forth on Schedule 4.5 hereto, is not required to be so qualified and each jurisdiction in good standing in any other jurisdiction where the character of its properties owned or held under lease or which the nature of its activities would make business or the ownership or leasing of its properties makes such qualification or licensing necessary. True, if failure to so qualify might have an adverse material effect upon complete and correct copies of the business or property articles of any incorporation, bylaws, organization documents and partnership, joint venture and operating agreements of each Company Subsidiary, as amended to the date of this Agreement (the "Company Subsidiary Formation ---------------------------- Documents"), and all minutes of meetings (or written consents in --------- lieu of meetings of the Board of Directors and committees thereof, stockholders and partners of each Company Subsidiary) since January 1, 1999 have been previously delivered or made available to Purchaser. The Company Subsidiary Formation Documents are in full force and effect in accordance with their terms. All action taken since January 1, 1999 by the Board of the outstanding shares of capital stock Directors (and all committees thereof) and stockholders of each of the Subsidiaries of Company are validly issued, fully paid Subsidiary is reflected in such minutes and non-assessable and, except as set forth on Schedule 4.5 hereto, and are owned by the Company free and clear of any Encumbrances of any nature whatsoever (whether absolute, accrued, contingent or otherwise). Except as set forth in Schedule 4.5 hereto, there are not outstanding rights to purchase or otherwise to receive from any of the Subsidiaries of the Company any of the outstanding, authorized but unissued or treasury shares of the capital stock or any other security of any Subsidiary of the Company; there is no outstanding security of any kind convertible into or exchangeable for such capital stock of any Subsidiary of the Companywritten consents.

Company Subsidiaries. Each Subsidiary of the Company is listed on Schedule 4.5 hereto. The Company has conducted its business solely through the Company and its Subsidiaries at all times. All assets, properties and rights relating to the Company's business are held by and all agreements, obligations and transactions relating to the Company's business have been entered into, incurred and conducted by, Company and its Subsidiaries. Each Subsidiary of Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has the corporate power to carry on its business as it is now being conducted or presently proposed to be conducted. Each Subsidiary of Company is duly qualified as a foreign corporation to do business, and is in good standing in the jurisdictions listed on Schedule 4.5 hereto and except as set forth on Schedule 4.5 hereto, is not required to be so qualified and in good standing in any other jurisdiction where the character of its properties owned or held under lease or the nature of its activities would make such qualification necessary, if failure to so qualify might have an adverse material effect upon the business or property of any Company Subsidiary. (a) All of the outstanding shares of capital stock of or voting securities of, or other equity interests in, each of the Company Subsidiaries of Company are have been duly authorized, validly issued, fully paid and non-assessable andand are owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all material pledges, liens, claims, charges, mortgages, deeds of trust, rights of first offer or first refusal, options, encumbrances and security interests of any kind or nature whatsoever (collectively, with covenants, conditions, restrictions, easements, encroachments, title retention agreements or other third party rights or title defect of any kind or nature whatsoever, “Liens”), and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock, voting securities or other equity interests), except for restrictions imposed by applicable securities laws. Section 4.02(a) of the Company Disclosure Letter sets forth, as set forth on Schedule 4.5 heretoof the date of this Agreement, a true and complete list of the Company Subsidiaries. (b) All of the shares of capital stock, membership interests, partnership interests, voting securities or other equity or ownership interests of each of the System Financing Entities that are held by the Company or any Company Subsidiary have been are duly authorized, validly issued, fully paid and non-assessable and are owned by the Company or such Company Subsidiary, free and clear of any Encumbrances all material Liens, and free of any nature whatsoever other restriction (whether absoluteincluding any restriction on the right to vote, accrued, contingent or otherwise). Except as set forth in Schedule 4.5 hereto, there are not outstanding rights to purchase sell or otherwise to receive from any dispose of such capital stock, voting securities or other equity interests), except for restrictions imposed by applicable securities laws or Liens on the Subsidiaries equity or ownership interests in or the assets of a System Financing Entity granted in connection with a System Financing in the Ordinary Course of Business. Section 4.02(b) of the Company any Disclosure Letter sets forth a list of all the outstandingSystem Financing Entities, authorized but unissued or treasury shares including the name of each such entity and its owners. (c) Except for the capital stock and voting securities of, and other equity interests in, the Company Subsidiaries and the System Financing Entities, neither the Company nor any Company Subsidiary owns, directly or indirectly, any capital stock or voting securities of, or other equity interests in, or any other security of any Subsidiary of the Company; there is no outstanding security of any kind interest convertible into or exchangeable for such or exercisable for, any capital stock or voting securities of, or other equity interests in, any firm, corporation, partnership, company, limited liability company, trust, joint venture, association or other entity other than in the Ordinary Course of Business pertaining to investments in publicly traded securities constituting one percent or less of a class of outstanding securities of any Subsidiary of the Companyentity.

Company Subsidiaries. Each Subsidiary Section 7.4 of the Company is listed Disclosure Schedules sets forth the name of each Company Subsidiary, and with respect to each Company Subsidiary on Schedule 4.5 hereto. The Company has conducted its business solely through the Company and its Subsidiaries at all times. All assets, properties and rights relating to the Company's business are held by and all agreements, obligations and transactions relating to the Company's business have been entered into, incurred and conducted by, Company and its Subsidiaries. Each Subsidiary date of Company is a corporation duly organized, validly existing and in good standing under the laws of this Agreement (a) its jurisdiction of incorporation and has organization, (b) the corporate power to carry on class(es) of its business as it is now being conducted authorized shares or presently proposed to be conducted. Each Subsidiary of Company is duly qualified as a foreign corporation to do businessother equity interests (if applicable), and is in good standing in (c) the jurisdictions listed on Schedule 4.5 hereto ownership percentage of issued and except outstanding shares or other equity interests by the record holders thereof. The foregoing represents all of the issued and outstanding equity interests of the Target Companies as set forth on Schedule 4.5 hereto, is not required to be so qualified and in good standing in any other jurisdiction where of the character date of its properties owned or held under lease or the nature of its activities would make such qualification necessary, if failure to so qualify might have an adverse material effect upon the business or property of any Company Subsidiarythis Agreement. All of the outstanding shares of capital stock equity securities of each of the Subsidiaries of Company Subsidiary are duly authorized and validly issued, fully paid and non-assessable and, except as set forth on Schedule 4.5 hereto(if applicable), and are were offered, sold and delivered in compliance with all applicable Laws, and owned by one or more of the Company Target Companies free and clear of any Encumbrances all Liens (other than those, if any, imposed by such Company Subsidiary’s Organizational Documents or applicable Laws), except where the failure to be would not, individually or in the aggregate, reasonably be expected to be material to the Target Companies, taken as a whole. As of any nature whatsoever (whether absolute, accrued, contingent or otherwise). Except as set forth in Schedule 4.5 heretothe date of this Agreement, there are not outstanding rights no Contracts to purchase which the Company or otherwise to receive from any of the Company Subsidiaries is a party or bound with respect to the voting (including voting trusts or proxies) or transfer of the equity interests of any Company Subsidiary other than the Organizational Documents of any such Company Subsidiary. As of the date of this Agreement, there are no outstanding or authorized options, warrants, rights, agreements, subscriptions, convertible securities or commitments to which any Company Subsidiary is a party or which are binding upon any Company Subsidiary providing for the issuance or redemption of any equity interests of any Company Subsidiary. As of the date of this Agreement, there are no outstanding equity appreciation, phantom equity, profit participation or similar rights granted by any Company Subsidiary. No Company Subsidiary has any limitation, whether by Contract, Order, or applicable Law, on its ability to make any distributions or dividends to its equity holders or repay any debt owed to another Target Company. As of the date of this Agreement, other than the Company Subsidiaries, no Target Company has any Subsidiaries. Except for the equity interests of the Company any Subsidiaries listed on Section 7.4 of the outstandingCompany Disclosure Schedules, authorized but unissued or treasury shares as of the date of this Agreement: (i) no Target Company owns or has any rights to acquire, directly or indirectly, any equity interests of, or otherwise Control, any Person, (ii) no Target Company is a participant in any joint venture, partnership or similar arrangement and (iii) there are no outstanding contractual obligations of a Target Company to provide funds to or make any loan or capital stock or contribution to any other security of any Subsidiary of the Company; there is no outstanding security of any kind convertible into or exchangeable for such capital stock of any Subsidiary of the CompanyPerson.

Company Subsidiaries. The Company owns all of the issued and outstanding capital stock of Merger Subsidiary, and the Company or one of the Company Subsidiaries owns all of the issued and outstanding shares of capital stock (or other equity interests) of each of the other Company Subsidiaries which would qualify as a "Significant Subsidiary" (as such term is defined in Rule 1.02(w) of Regulation S-X promulgated under the Securities Laws) of the Company. No capital stock (or other equity interest) of any Company Subsidiary which would qualify as a Significant Subsidiary of the Company, is or may become required to be issued (other than to another Company Subsidiary) by reason of any Rights, and there are no Contracts by which the Company or any of the Company Subsidiaries which is a Significant Subsidiary of the Company, is bound to issue (other than to the Company or any of the Company Subsidiaries) additional shares of its capital stock (or other equity interests) or Rights or by which the Company or any of the Company Subsidiaries is or may be bound to transfer any shares of the capital stock (or other equity interests) of any of the Company or any of the Company Subsidiaries (other than to the Company or any of the Company Subsidiaries). There are no Contracts relating to the rights of the Company or any Company Subsidiary which is wholly-owned by the Company or which would qualify as a Significant Subsidiary of the Company, to vote or to dispose of any shares of the capital stock (or other equity interests) of any of the Company Subsidiaries. All of the shares of capital stock (or other equity interests) of each Company Subsidiary which would qualify as a Significant Subsidiary of the Company and held by the Company or any Company Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable under the applicable corporation or similar Law of the jurisdiction in which such Subsidiary is incorporated or organized and are owned by the Company or a Company Subsidiary free and clear of any Liens. None of the issued and outstanding shares of capital stock of Merger Subsidiary, and none of the issued and outstanding stock of any other Company Subsidiary which qualifies as a Significant Subsidiary of the Company, has been issued in violation of any preemptive rights of any Person. Each Company Subsidiary is either a bank, partnership, limited liability company or a corporation, and each such Company Subsidiary which qualifies as a Significant Subsidiary of the Company is listed on Schedule 4.5 hereto. The Company has conducted its business solely through the Company and its Subsidiaries at all times. All assets, properties and rights relating to the Company's business are held by and all agreements, obligations and transactions relating to the Company's business have been entered into, incurred and conducted by, Company and its Subsidiaries. Each Subsidiary of Company is a corporation duly organized, validly existing and (as to corporations) in good standing under the laws Laws of its the jurisdiction of incorporation in which it is incorporated or organized, and has the corporate power and authority necessary for it to own, lease, and operate its Assets and to carry on its business as it is now being conducted or presently proposed to be conducted. Each Company Subsidiary which qualifies as a Significant Subsidiary of the Company is duly qualified or licensed to transact business as a foreign corporation to do business, and is in good standing in each of the jurisdictions listed on Schedule 4.5 hereto and except as set forth on Schedule 4.5 hereto, is not required to be so qualified States of the United States and in good standing in any other each foreign jurisdiction where the character of its properties owned or held under lease Assets or the nature or conduct of its activities would make business requires it to be so qualified or licensed, except for such qualification necessary, if jurisdictions in which the failure to be so qualify might have an adverse material effect upon qualified or licensed is not reasonably likely to have, individually or in the business or property of any Company Subsidiaryaggregate, a Material Adverse Effect on the Company. All of the outstanding shares of capital stock of The minute book and other organizational documents (and all amendments thereto) for each of the Subsidiaries of Company, Merger Subsidiary and each Company are validly issued, fully paid and non-assessable and, except Subsidiary that qualifies as set forth on Schedule 4.5 hereto, and are owned by the Company free and clear of any Encumbrances of any nature whatsoever (whether absolute, accrued, contingent or otherwise). Except as set forth in Schedule 4.5 hereto, there are not outstanding rights to purchase or otherwise to receive from any of the Subsidiaries of the Company any of the outstanding, authorized but unissued or treasury shares of the capital stock or any other security of any a Significant Subsidiary of the Company; there is no outstanding security of any kind convertible into or exchangeable , have been made available to Bancorp for such capital stock of any Subsidiary its review, and are true and complete in all material respects as in effect as of the Companydate of this Agreement. A true, accurate and complete list of each Company Subsidiary is included in Section 7.4 of the Company Disclosure Memorandum.

Company Subsidiaries. (a) Section 2.6(a) of the Disclosure Schedule sets forth the name, jurisdiction of incorporation and capitalization of each Subsidiary of the Company and the jurisdictions in which each such Subsidiary is qualified to do business. Except as set forth in Section 2.6(a) of the Disclosure Schedule, the Company does not own directly or indirectly any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any other corporation, partnership, limited liability company, joint venture, trust, association or other organization or entity. Each Subsidiary of the Company is listed on Schedule 4.5 hereto. The Company has conducted its business solely through the Company and its Subsidiaries at all times. All assets, properties and rights relating to the Company's business are held by and all agreements, obligations and transactions relating to the Company's business have been entered into, incurred and conducted by, Company and its Subsidiaries. Each Subsidiary of Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation. Each Subsidiary of the Company is duly qualified or licensed as a foreign corporation to conduct business and is in good standing under the laws of each jurisdiction listed under its name in Section 2.6(a) of incorporation and the Disclosure Schedule, which jurisdictions collectively constitute every jurisdiction where the nature of such Subsidiary's business or the ownership or leasing of its properties requires such qualification or licensing, other than those jurisdictions where the failure to be so qualified or licensed would not, individually or in the aggregate, be material to the Company. Each Subsidiary of the Company has the all requisite corporate power and authority to carry on its business as it is now being conducted or and as it is presently proposed to be conducted. Each Subsidiary of Company is duly qualified as a foreign corporation conducted and to do businessown, lease and is in good standing in use the jurisdictions listed on Schedule 4.5 hereto properties owned, leased and except as set forth on Schedule 4.5 hereto, is not required to be so qualified and in good standing in any other jurisdiction where the character of its properties owned or held under lease or the nature of its activities would make such qualification necessary, if failure to so qualify might have an adverse material effect upon the business or property of any Company Subsidiaryused by it. All of the outstanding shares of capital stock of each Subsidiary of the Subsidiaries of Company are validly issued, fully paid and non-assessable and, except as set forth on Schedule 4.5 hereto, and are is owned directly or indirectly by the Company free and clear of any Encumbrances all Security Interests and all material claims or charges of any nature whatsoever (whether absolutekind, accruedand is validly issued, contingent or otherwise). Except as set forth in Schedule 4.5 heretofully paid and nonassessable, and there are not no outstanding options, rights or agreements of any kind relating to purchase the issuance, sale or otherwise to receive from transfer of any of the Subsidiaries of the Company any of the outstanding, authorized but unissued or treasury shares of the capital stock or any other security equity securities of any such Subsidiary to any person. (b) The Company has furnished to the Parent prior to the execution and delivery of this Agreement true and complete copies of the certificates of incorporation and bylaws (or similar organizational documents) of each Subsidiary of the Company; there , as currently in effect. No Subsidiary of the Company is no outstanding security in default under or in violation of any kind convertible into provision of its certificate of incorporation or exchangeable for bylaws (or similar organizational documents). (c) As used in this Agreement, "Subsidiary" means, with respect to any party, any corporation or other organization, whether incorporated or unincorporated, of which (a) at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the Board of Directors or others performing similar functions with respect to such capital stock corporation or other organization is, directly or indirectly, owned or controlled by such party or by any one or more of its Subsidiaries, or by such party and one or more of its Subsidiaries, (b) at least a majority of the economic interests of which is, directly or indirectly, owned or controlled by such party or by any one or more of its Subsidiaries, or by such party and one or more of its Subsidiaries or (c) such party or any other Subsidiary of such party is a general partner (excluding any such partnership where such party or any Subsidiary of such party does not have a majority of the Companyvoting interest in such partnership).

Company Subsidiaries. Each (a) SECTION 4.4(a) of the Company Disclosure Schedule sets forth (i) the legal name and jurisdiction of organization of each Subsidiary of the Company is listed on Schedule 4.5 hereto(each, a "COMPANY SUBSIDIARY" and, collectively, the "COMPANY SUBSIDIARIES"), (ii) the authorized capital stock of each Company Subsidiary, (iii) the number and designation of all issued and outstanding shares of capital stock of each Company Subsidiary (collectively, the "COMPANY SUBSIDIARY SHARES"), and (iv) the current ownership of all outstanding Company Subsidiary Shares by the Company. The Company has conducted its business solely through Other than the Company and its Subsidiaries at all timesset forth in SECTION 4.4(a) of the Company Disclosure Schedule, there are no other Persons in which the Company or any Company Subsidiary owns, of record or beneficially, any direct or indirect equity interest or any right (contingent or otherwise) to acquire such an equity interest. All assetsSECTION 4.4(a) of the Company Disclosure Schedule identifies any stock of a Company Subsidiary which is held in trust or of record for the benefit of NEN Life Science Products, properties and rights relating to Inc. Except as set forth in SECTION 4.4(a) of the Company's business are held by and all agreementsCompany Disclosure Schedule, obligations and transactions relating to neither the Company's business have been entered intoCompany nor any Company Subsidiary is a member of any partnership or limited liability company, incurred and conducted bynor is the Company or any Company Subsidiary a participant in any joint venture or similar arrangement constituting a legal entity. (b) Except as set forth in SECTION 4.4(b) of the Company Disclosure Schedule, each of the Company and its Subsidiaries. Each Subsidiary of Company Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation organization, and has the requisite corporate power and authority to own, operate or lease the respective properties and assets now owned, operated or leased by it, and to carry on its respective business in all material respects as it is now being currently conducted or presently proposed to be conductedby each such Company Subsidiary. Each Subsidiary of the Company Subsidiaries is duly qualified to do business as a foreign corporation to do businesscorporation, and is in good standing standing, under the Laws of each jurisdiction in the jurisdictions listed on Schedule 4.5 hereto and except as set forth on Schedule 4.5 hereto, is not required to be so qualified and in good standing in any other jurisdiction where which the character of its properties owned owned, operated or held under lease leased, or the nature of its activities would make activities, makes such qualification necessary, if except in those jurisdictions where the failure to be so qualify might have an adverse material effect upon the business qualified or property of any Company Subsidiary. All of the outstanding shares of capital stock of each of the Subsidiaries of Company are validly issuedin good standing, fully paid and non-assessable and, except as set forth on Schedule 4.5 hereto, and are owned when taken together with all other failures by the Company free and clear of any Encumbrances of any nature whatsoever (whether absoluteother Company Subsidiaries to be so qualified or in good standing, accrued, contingent or otherwise). Except as set forth in Schedule 4.5 hereto, there are would not outstanding rights to purchase or otherwise to receive from any of the Subsidiaries of the Company any of the outstanding, authorized but unissued or treasury shares of the capital stock or any other security of any Subsidiary of the Company; there is no outstanding security of any kind convertible into or exchangeable for such capital stock of any Subsidiary of the Company.have

Company Subsidiaries. Each (1) Section 4.01(f) of the Disclosure Schedule sets forth a complete and correct list of each Significant Subsidiary of the Company. Section 4.01(f) of the Disclosure Schedule also sets forth the jurisdiction of organization and percentage of outstanding equity interests (including partnership interests and limited liability company interests) owned by the Company or its Subsidiaries and any other person of each Significant Subsidiary. Except for Significant Subsidiaries disclosed in Section 4.01(f) of the Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other voting or equity securities or interests in any Person that is listed on Schedule 4.5 hereto. The Company has conducted its material to the business solely through of the Company and its Subsidiaries, taken as a whole. (2) (A) The Company owns, directly or indirectly, all the outstanding equity securities of each of its Subsidiaries at all times. All assetsfree and clear of any Liens (other than Permitted Liens); (B) no equity securities of any of the Company’s Subsidiaries are or may become required to be issued (other than to the Company or its wholly owned Subsidiaries) by reason of any Right or otherwise; (C) there are no contracts, properties and rights commitments, understandings or arrangements by which any of the Company’s Subsidiaries is bound to sell or otherwise transfer any equity securities of any such Subsidiaries (other than to the Company or its wholly owned Subsidiaries); (D) there are no contracts, commitments, understandings or arrangements relating to the Company's business are ’s rights to vote or to dispose of the equity securities of any of its Subsidiaries; and (E) all the equity securities of each Subsidiary held by the Company or its Subsidiaries have been duly authorized and all agreementsare validly issued and outstanding, obligations fully paid and transactions relating to nonassessable. (3) Each of the Company's business have ’s Subsidiaries has been entered into, incurred duly organized and conducted by, Company and its Subsidiaries. Each Subsidiary of Company is a corporation duly organized, validly existing and in good standing under the laws of its the jurisdiction of incorporation its organization and has the corporate power to carry on its business as it is now being conducted or presently proposed to be conducted. Each Subsidiary of Company is duly qualified or licensed as a foreign corporation to do business, business and is in good standing in the all jurisdictions listed on Schedule 4.5 hereto and except as set forth on Schedule 4.5 hereto, is not required where its ownership or leasing of property or assets or its conduct of business requires it to be so qualified except where such failures to be so qualified or licensed and in good standing would not have, individually or in any other jurisdiction where the character of its properties owned or held under lease or the nature of its activities would make such qualification necessaryaggregate, if failure a Material Adverse Effect with respect to so qualify might have an adverse material effect upon the business or property of any Company Subsidiary. All of the outstanding shares of capital stock of each of the Subsidiaries of Company are validly issued, fully paid and non-assessable and, except as set forth on Schedule 4.5 hereto, and are owned by the Company free and clear of any Encumbrances of any nature whatsoever (whether absolute, accrued, contingent or otherwise). Except as set forth in Schedule 4.5 hereto, there are not outstanding rights to purchase or otherwise to receive from any of the Subsidiaries of the Company any of the outstanding, authorized but unissued or treasury shares of the capital stock or any other security of any Subsidiary of the Company; there is no outstanding security of any kind convertible into or exchangeable for such capital stock of any Subsidiary of the Company.

Company Subsidiaries. (a) Each Subsidiary of the Company is listed on Schedule 4.5 hereto. The Company has conducted its business solely through the Company and its Subsidiaries at all times. All assets, properties and rights relating to the Company's business are held by and all agreements, obligations and transactions relating to the Company's business have been entered into, incurred and conducted by, Company and its Subsidiaries. Each Subsidiary of Company Subsidiary: (i) is a corporation duly organized, validly existing and and, wherever applicable, in corporate good standing under the laws of its the jurisdiction of incorporation and has the corporate power to carry on its business as it is now being conducted or presently proposed to be conducted. Each Subsidiary of Company incorporation; (ii) is duly qualified as a foreign corporation to do businessconduct business and, and wherever applicable, is in corporate good standing under the laws of each jurisdiction in which the jurisdictions listed on Schedule 4.5 hereto and except as set forth on Schedule 4.5 hereto, is not required failure to be so qualified could reasonably be expected to have a Company Material Adverse Effect; and (iii) has all requisite power and authority to carry on the portion of the ENI Businesses in good standing which it is engaged and to own and use the properties which are owned and used by it. (b) Each of the New Company Subsidiaries has been established by Emerson solely in connection with the Reorganization and the transactionx xxxxxmplated by this Agreement. No such New Company Subsidiary has any assets or liabilities other jurisdiction where than assets and liabilities associated with the character ENI Business and no New Company Subsidiary has conducted any business other than the ENI Business. (c) After giving effect to the Reorganization: (i) at or prior to the Closing, Emerson will have delivered to the Buyer complete and accurate copixx xx xhe charter, by-laws or other organizational documents of each Company Subsidiary, as amended to date; (ii) no Company Subsidiary is in default under or in violation of any provision of its properties owned charter, by-laws or held under lease or the nature of its activities would make such qualification necessary, if failure to so qualify might have an adverse material effect upon the business or property of any Company Subsidiary. All other organizational documents; (iii) all of the issued and outstanding shares of capital stock of each of the Subsidiaries of Company are Subsidiary is duly authorized, validly issued, fully paid paid, nonassessable and nonnot subject to or issued in violation of any purchase option, call option, right of first refusal, pre-assessable and, except as set forth on Schedule 4.5 hereto, emptive right or any subscription right; (iv) all shares of each Company Subsidiary are held of record or owned beneficially by a Company or a Company Subsidiary and are held or owned by the Company free and clear of any Encumbrances Share Encumbrances, Security Interests, options, warrants, rights, contracts, calls, commitments, equities and demands; (v) there are no outstanding or authorized options, warrants, rights, calls, convertible instruments, agreements or commitments to which any Company or any Company Subsidiary is a party or which are binding on any of them providing for the issuance, disposition or acquisition of any nature whatsoever (whether absolute, accrued, contingent or otherwise). Except as set forth in Schedule 4.5 hereto, there are not outstanding rights to purchase or otherwise to receive from any of the Subsidiaries of the Company any of the outstanding, authorized but unissued or treasury shares of the capital stock or any other security of any Subsidiary of the Company; there is no outstanding security of any kind convertible into or exchangeable for such capital stock of any Subsidiary Company Subsidiary; (vi) there are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to any Company Subsidiary; (vii) there are no voting trusts, proxies or other agreements or understandings with respect to the voting, or registration under the Securities Act, of any shares of capital stock of any Company Subsidiary; (viii) no Company controls directly or indirectly or has any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture or other business association or entity which is not a Company Subsidiary; and (ix) all of the Companyissued and outstanding shares of capital stock of each Company Subsidiary have been issued in compliance with applicable securities laws.

Company Subsidiaries. Each Subsidiary The Company has disclosed in Exhibit 21.1 to its Annual Report on Form 10-K for the year ended December 31, 2004 (including the other documents incorporated by reference therein, the “2004 Annual Report”) all of the Company is listed on Schedule 4.5 heretoSubsidiaries (as defined below) as of the date of this Agreement. The Company has conducted its business solely through or one of the Company Subsidiaries owns all of the issued and outstanding shares of capital stock of each Company Subsidiary. No equity securities of any Company Subsidiary are or may become required to be issued (other than to the Company or another Company Subsidiary) by reason of any rights, agreements, arrangements or commitments of any character and there are no contracts by which any Company Subsidiary is bound to issue (other than to the Company or another Company Subsidiary) additional shares of its Subsidiaries at all timescapital stock or rights or by which the Company or any Company Subsidiary is or may be bound to transfer any shares of the capital stock of any Company Subsidiary (other than to the Company or another Company Subsidiary). All assets, properties and rights There are no contracts relating to the Company's business are rights of the Company or any Company Subsidiary to vote or to dispose of any shares of the capital stock of any Company Subsidiary. All of the shares of capital stock of each Company Subsidiary held by the Company or a Company Subsidiary are duly authorized, validly issued, fully paid and all agreements, obligations nonassessable and transactions relating to the Company's business have issuance of the foregoing has not been entered into, incurred made in violation of any preemptive rights in favor of others under the applicable corporation law of the jurisdiction in which such Company Subsidiary is incorporated or organized and conducted by, are owned by the Company or the Company Subsidiary free and its Subsidiariesclear of any lien. Each Company Subsidiary of Company is a corporation and is duly organized, validly existing existing, and in good standing under the laws of its the jurisdiction of incorporation in which it is incorporated or organized, and has the corporate power and authority necessary for it to own, lease, and operate its assets and to carry on its business as it is now being conducted or presently proposed to be conducted. Each Company Subsidiary of Company is duly qualified or licensed to transact business as a foreign corporation to do business, and is in good standing in the States of the United States and foreign jurisdictions listed on Schedule 4.5 hereto and except as set forth on Schedule 4.5 hereto, is not required to be so qualified and in good standing in any other jurisdiction where the character of its properties owned or held under lease assets or the nature or conduct of its activities would make business requires it to be so qualified or licensed, except for such qualification necessary, if jurisdictions in which the failure to be so qualify might have an adverse material effect upon qualified or licensed is not reasonably likely to have, individually or in the business or property of any aggregate, a Company Subsidiary. All of the outstanding shares of capital stock of each of the Subsidiaries of Company are validly issued, fully paid and non-assessable and, except as set forth on Schedule 4.5 hereto, and are owned by the Company free and clear of any Encumbrances of any nature whatsoever (whether absolute, accrued, contingent or otherwise). Except as set forth in Schedule 4.5 hereto, there are not outstanding rights to purchase or otherwise to receive from any of the Subsidiaries of the Company any of the outstanding, authorized but unissued or treasury shares of the capital stock or any other security of any Subsidiary of the Company; there is no outstanding security of any kind convertible into or exchangeable for such capital stock of any Subsidiary of the CompanyMaterial Adverse Effect.

Company Subsidiaries. Each SCHEDULE 3.1(b) to the Company Disclosure Letter (as defined below) sets forth each Company Subsidiary and the ownership interest therein of the Company. Except as set forth on SCHEDULE 3.1(b) to the Company Disclosure Letter, (A) all the outstanding shares of capital stock of each Company Subsidiary that is listed on Schedule 4.5 hereto. The a corporation have been validly issued and are fully paid and nonassessable, are owned by the Company has conducted its business solely through or by another Company Subsidiary free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, "LIENS") and (B) all equity interests in each Company Subsidiary that is a partnership, joint venture, limited liability company or trust are owned by the Company, by another Company Subsidiary, or by the Company and its another Company Subsidiary, or by two or more Company Subsidiaries at free and clear of all timesLiens. All assetsExcept for the capital stock of or other equity or ownership interests in the Company Subsidiaries, properties and rights relating except as set forth on SCHEDULE 3.1(b) to the Company's business are held by and all agreementsCompany Disclosure Letter, obligations and transactions relating to the Company's business have been entered intoCompany does not own, incurred and conducted bydirectly or indirectly, Company and its Subsidiariesany capital stock or other ownership interest in any person. Each Company Subsidiary of Company that is a corporation is duly organized, incorporated and validly existing and in good standing under the laws of its jurisdiction of incorporation and has the requisite corporate power and authority to carry on its business as it is now being conducted conducted, and each Company Subsidiary that is a partnership, limited liability company or presently proposed trust is duly organized and validly existing under the laws of its jurisdiction of organization and has the requisite power and authority to be carry on its business as now being conducted. Each Except as set forth on SCHEDULE 3.1(B) to the Company Disclosure Letter, each Company Subsidiary of Company is duly qualified as a foreign corporation or licensed to do business, business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions listed on Schedule 4.5 hereto and except as set forth on Schedule 4.5 hereto, is not required where the failure to be so qualified or licensed, individually or in the aggregate, would not have a Material Adverse Effect. Copies of the Articles of Incorporation, Bylaws, organization documents and in good standing in any other jurisdiction where the character partnership and joint venture agreements of its properties owned or held under lease or the nature of its activities would make such qualification necessary, if failure to so qualify might have an adverse material effect upon the business or property of any each Company Subsidiary. All , as amended to the date of the outstanding shares of capital stock of each of the Subsidiaries of Company are validly issuedthis Agreement, fully paid and non-assessable and, except as set forth on Schedule 4.5 hereto, and are owned by the Company free and clear of any Encumbrances of any nature whatsoever (whether absolute, accrued, contingent have been previously delivered or otherwise). Except as set forth in Schedule 4.5 hereto, there are not outstanding rights made available to purchase or otherwise to receive from any of the Subsidiaries of the Company any of the outstanding, authorized but unissued or treasury shares of the capital stock or any other security of any Subsidiary of the Company; there is no outstanding security of any kind convertible into or exchangeable for such capital stock of any Subsidiary of the CompanyCamden.

Company Subsidiaries. Each Subsidiary of the disclosure letter, dated the date hereof, delivered by the Company to Equity One prior to the execution of this Agreement setting forth certain matters referred to in this Agreement (the "Disclosure Letter"), sets forth each subsidiary of the Company and the ownership interest therein of the Company. Except as set forth in Section 3.2 of the Disclosure Letter, (A) all the outstanding shares of capital stock of each subsidiary of the Company that is listed a corporation have been validly issued and are fully paid and nonassessable, are owned by the Company or by another subsidiary of the Company free and clear of all liens, claims, encumbrances and limitations on Schedule 4.5 hereto. The voting rights and (B) all equity interests in each subsidiary of the Company has conducted its business solely through that is a partnership, joint venture, limited liability company or trust are owned by the Company, by another subsidiary of the Company, or by the Company and its Subsidiaries at all times. All assets, properties and rights relating to another subsidiary of the Company's business are held , or by two or more subsidiaries of the Company free and clear of all agreementsliens, obligations claims, encumbrances and transactions relating to limitations on voting rights. Except for the Company's business have been entered intocapital stock of or other equity or ownership interests in the subsidiaries of the Company (the "Subsidiary Securities"), incurred and conducted byexcept as set forth in Section 3.2 of the Disclosure Letter, the Company and its Subsidiariesdoes not own, directly or indirectly, any capital stock or other equity or ownership interest in any other entity. Each Subsidiary subsidiary of the Company that is a corporation is duly organized, incorporated and validly existing and in good standing under the laws of its jurisdiction of incorporation and has the requisite corporate power and authority to carry on its business as it is now being conducted conducted, and each subsidiary of the Company that is a partnership, joint venture, limited liability company or presently proposed trust is duly organized and validly existing under the laws of its jurisdiction of organization and has the requisite power and authority to be carry on its business as now being conducted. Each Subsidiary subsidiary of the Company is duly qualified as a foreign corporation or licensed to do business, business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions listed on Schedule 4.5 hereto and except as set forth on Schedule 4.5 hereto, is not required where the failure to be so qualified and or licensed, individually or in good standing in any other jurisdiction where the character of its properties owned or held under lease or the nature of its activities aggregate, would make such qualification necessary, if failure to so qualify might not have an adverse material effect upon the business or property of any Company Subsidiarya Material Adverse Effect. All Copies of the outstanding shares Articles of capital stock Incorporation, Bylaws, organization documents and partnership and joint venture agreements of each of the Subsidiaries of Company are validly issued, fully paid and non-assessable and, except as set forth on Schedule 4.5 hereto, and are owned by the Company free and clear of any Encumbrances of any nature whatsoever (whether absolute, accrued, contingent or otherwise). Except as set forth in Schedule 4.5 hereto, there are not outstanding rights to purchase or otherwise to receive from any of the Subsidiaries subsidiary of the Company any of the outstanding, authorized but unissued or treasury shares of the capital stock or any other security of any Subsidiary of the Company; there is no outstanding security of any kind convertible into or exchangeable for such capital stock of any Subsidiary of the Companyhave been previously delivered to Equity One.

Company Subsidiaries. The Company owns all of the issued and outstanding capital stock of Merger Subsidiary, and the Company or one of the Company Subsidiaries owns all of the issued and outstanding shares of capital stock (or other equity interests) of each of the other Company Subsidiaries which would qualify as a "Significant Subsidiary" (as such term is defined in Rule 1.02(w) of Regulation S-X promulgated under the Securities Laws) of the Company. No capital stock (or other equity interest) of any Company Subsidiary which would qualify as a Significant Subsidiary of the Company, is or may become required to be issued (other than to another Company Subsidiary) by reason of any Rights, and there are no Contracts by which the Company or any of the Company Subsidiaries which is a Significant Subsidiary of the Company, is bound to issue (other than to the Company or any of the Company Subsidiaries) additional shares of its capital stock (or other equity interests) or Rights or by which the Company or any of the Company Subsidiaries is or may be bound to transfer any shares of the capital stock (or other equity interests) of any of the Company or any of the Company Subsidiaries (other than to the Company or any of the Company Subsidiaries). There are no Contracts relating to the rights of the Company or any Company Subsidiary which is wholly-owned by the Company or which would qualify as a Significant Subsidiary of the Company, to vote or to dispose of any shares of the capital stock (or other equity interests) of any of the Company Subsidiaries. All of the shares of capital stock (or other equity interests) of each Company Subsidiary which would qualify as a Significant Subsidiary of the Company and held by the Company or any Company Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable under the applicable corporation or similar Law of the jurisdiction in which such Subsidiary is incorporated or organized and are owned by the Company or a Company Subsidiary free and clear of any Liens. None of the issued and outstanding shares of capital stock of Merger Subsidiary, and none of the issued and outstanding stock of any other Company Subsidiary which qualifies as a Significant Subsidiary of the Company, has been issued in violation of any preemptive rights of any Person. Each Company Subsidiary is either a bank, partnership, limited liability company or a corporation, and each such Company Subsidiary which qualifies as a Significant Subsidiary of the Company is listed on Schedule 4.5 hereto. The Company has conducted its business solely through the Company and its Subsidiaries at all times. All assets, properties and rights relating to the Company's business are held by and all agreements, obligations and transactions relating to the Company's business have been entered into, incurred and conducted by, Company and its Subsidiaries. Each Subsidiary of Company is a corporation duly organized, validly existing and (as to corporations) in good standing under the laws Laws of its the jurisdiction of incorporation in which it is incorporated or organized, and has the corporate power and authority necessary for it to own, lease, and operate its Assets and to carry on its business as it is now being conducted or presently proposed to be conducted. Each Company Subsidiary which qualifies as a Significant Subsidiary of the Company is duly qualified or licensed to transact business as a foreign corporation to do business, and is in good standing in each of the jurisdictions listed on Schedule 4.5 hereto and except as set forth on Schedule 4.5 hereto, is not required to be so qualified States of the United States and in good standing in any other each foreign jurisdiction where the character of its properties owned or held under lease Assets or the nature or conduct of its activities would make business requires it to be so qualified or licensed, except for such qualification necessary, if jurisdictions in which the failure to be so qualify might have an adverse material effect upon qualified or licensed is not reasonably likely to have, individually or in the business or property of any Company Subsidiaryaggregate, a Material Adverse Effect on the Company. All of the outstanding shares of capital stock of The minute book and other organizational documents (and all amendments thereto) for each of the Subsidiaries of Company, Merger Subsidiary and each Company are validly issued, fully paid and non-assessable and, except Subsidiary that qualifies as set forth on Schedule 4.5 hereto, and are owned by the Company free and clear of any Encumbrances of any nature whatsoever (whether absolute, accrued, contingent or otherwise). Except as set forth in Schedule 4.5 hereto, there are not outstanding rights to purchase or otherwise to receive from any of the Subsidiaries of the Company any of the outstanding, authorized but unissued or treasury shares of the capital stock or any other security of any a Significant Subsidiary of the Company; there is no outstanding security of any kind convertible into or exchangeable , have been made available to TBI for such capital stock of any Subsidiary its review, and are true and complete in all material respects as in effect as of the Companydate of this Agreement. A true, accurate and complete list of each Company Subsidiary is included in Section 7.4 of the Company Disclosure Memorandum.

Company Subsidiaries. (a) Section 4.6(a) of the Seller Disclosure Schedule contains a complete and accurate list of: (i) each direct and indirect Subsidiary of the Company; (ii) the legal structure of each such entity; (iii) the jurisdiction in which each such entity is organized; and (iv) the equity ownership of each such Subsidiary. Each Subsidiary of the Subsidiaries of the Company is listed on Schedule 4.5 hereto. The Company has conducted its business solely through the Company and its Subsidiaries at all times. All assets, properties and rights relating to the Company's business are held by and all agreements, obligations and transactions relating to the Company's business have been entered into, incurred and conducted by, Company and its Subsidiaries. Each Subsidiary of Company is a corporation duly organized, validly existing and in good standing under the laws Laws of its jurisdiction of incorporation organization and has the corporate full power and authority to carry on conduct its business as it is now being currently conducted or presently proposed to be conductedby it. Each Subsidiary of the Subsidiaries of the Company is duly qualified as a foreign corporation to do business, business and is in good standing in every jurisdiction where the jurisdictions listed on Schedule 4.5 hereto and properties, owned, leased or operated, or the business conducted by it, requires such qualification, except as set forth on Schedule 4.5 hereto, is not required for such failures to be so duly qualified and in good standing in any other jurisdiction where the character that would not have a Company Material Adverse Effect. The organizational documents of its properties owned or held under lease or the nature of its activities would make such qualification necessary, if failure to so qualify might have an adverse material effect upon the business or property of any Company Subsidiary. All each Subsidiary of the Company have been made available to Buyer. (b) The Company owns of record and beneficially all of the issued and outstanding shares of capital stock and other securities of each of its Subsidiaries, free and clear of all Liens, and all such shares are duly authorized, validly issued, fully paid and nonassessable and are not subject to any preemptive right or right of first refusal created by statute, any organizational or governing documents of the Company or any of its Subsidiaries, or any Contract to which each such Subsidiary is a party or by which it is bound. There are no outstanding subscriptions, options, warrants, “put” or “call” rights, exchangeable or convertible securities or other Contracts to which the Company or any of its Subsidiaries is a party relating to the issued or unissued capital stock or other securities of any Subsidiary of the Company, or otherwise obligating the Company or any Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any such securities. (c) Except for the Subsidiaries of the Company set forth in Section 4.6(a) of the Seller Disclosure Schedule, the Company does not own or control, directly or indirectly, any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, or have any commitment or obligation to invest in, purchase any securities or obligations of, fund, guarantee, contribute or maintain the capital of or otherwise financially support any corporation, partnership, joint venture or other business association or entity. None of the Company or any of its Subsidiaries has agreed or is obligated to make any future investment in, or capital contribution to, any Person. (d) Section 4.6(d) of the Seller Disclosure Schedule sets forth a complete and accurate list of (i) the names of the members of the board of directors (or similar body) of each Subsidiary of the Company, and (ii) the names and titles of the officers of each Subsidiary of the Company. (e) Seller has made available to Buyer complete and accurate copies of: (i) the minute books containing records of all proceedings, consents, actions and meetings of the board of directors, committees of the board of directors and stockholders of each of the Subsidiaries of Company are validly issuedthe Company; (ii) the stock ledger, fully paid journal and non-assessable and, except as set forth on Schedule 4.5 hereto, other records reflecting all stock issuances and are owned by the Company free transfers and clear all stock option and warrant grants of any Encumbrances of any nature whatsoever (whether absolute, accrued, contingent or otherwise). Except as set forth in Schedule 4.5 hereto, there are not outstanding rights to purchase or otherwise to receive from any each of the Subsidiaries of the Company Company; and (iii) all Permits, Orders and consents issued by any regulatory agency with respect to each of the outstanding, authorized but unissued or treasury shares of the capital stock or any other security of any Subsidiary Subsidiaries of the Company; there is no outstanding security , or any securities of any kind convertible into or exchangeable for such capital stock each of any Subsidiary the Subsidiaries of the Company, and all applications for such Permits, Orders and consents.

Company Subsidiaries. Each Schedule 3.1(b) of the Disclosure Letter of such Company sets forth each Subsidiary of the Company is listed on Schedule 4.5 hereto. The Company has conducted its business solely through the such Company and its Subsidiaries at all timesrespective jurisdiction of formation, each owner and the respective amount of such owner’s equity interest in such Subsidiary, and a list of each jurisdiction in which such Subsidiary is qualified or licensed to do business and each assumed name under which such Subsidiary conducts business in any jurisdiction. All assetsthe outstanding shares of capital stock of each Subsidiary of such Company that is a corporation have been duly authorized and validly issued, properties are fully paid and nonassessable and are owned by such Company, by another Subsidiary of such Company or by such Company and another Subsidiary of such Company, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”) and free of any preemptive rights relating or any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer, register or otherwise dispose of the Company's business are held by shares), and all agreementsequity interests in each Subsidiary of such Company that is a partnership, obligations and transactions relating to the limited liability company or business trust are owned by such Company's business have been entered into, incurred and conducted byby another Subsidiary of such Company, or by such Company and its Subsidiariesanother Subsidiary of such Company, free and clear of all Liens and free of any preemptive rights or any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer, register or otherwise dispose of the equity interests). There are no outstanding options, warrants or other rights to acquire ownership interests of or from any Subsidiary of such Company. Each Subsidiary of such Company that is a corporation is duly organizedincorporated and validly existing under the laws of its jurisdiction of incorporation and has the requisite corporate power and authority to carry on its business as now being conducted and each Subsidiary of such Company that is a partnership, limited liability company or business trust is duly organized and validly existing and in good standing under the laws of its jurisdiction of incorporation organization and has the corporate requisite power and authority to carry on its business as it is now being conducted or presently proposed to be conducted. Each Subsidiary of such Company is duly qualified as a foreign corporation or licensed to do business, business and is in good standing in the jurisdictions listed on Schedule 4.5 hereto and except as set forth on Schedule 4.5 hereto, is not required to be so qualified and each jurisdiction in good standing in any other jurisdiction where the character of its properties owned or held under lease or which the nature of its activities would make business or the ownership, operation or leasing of its properties makes such qualification qualification, licensing or good standing necessary, if other than in such jurisdictions where the failure to be so qualify might qualified, licensed or in good standing, individually or in the aggregate, would not have an adverse material effect upon the business or property of any Company Subsidiarya Material Adverse Effect on such Company. All of the outstanding shares of capital stock of each of Except for interests in the Subsidiaries of such Company are validly issuedand investments in short-term investment securities, fully paid and non-assessable and, except as set forth on Schedule 4.5 hereto, and are owned by the neither such Company free and clear nor any Subsidiary of such Company owns directly or indirectly any Encumbrances of any nature whatsoever (whether absolute, accrued, contingent or otherwise). Except as set forth in Schedule 4.5 hereto, there are not outstanding rights to purchase or otherwise to receive from any of the Subsidiaries of the Company any of the outstanding, authorized but unissued or treasury shares of the capital stock or other interest (equity or debt) in any other security of any Subsidiary of the Company; there is no outstanding security of any kind convertible into or exchangeable for such capital stock of any Subsidiary of the CompanyPerson.

Company Subsidiaries. The Company has Previously Disclosed in Schedule 4.01(D) a list of all the Company Subsidiaries, including the state of organization and principal business activities of each such Company Subsidiary. Each Subsidiary of the Company Subsidiaries that is listed on Schedule 4.5 heretoa bank is an "insured depository institution" as defined in the Federal Deposit Insurance Act and applicable regulations thereunder. The Company has conducted its business solely through No equity securities of any of the Company Subsidiaries are or may become required to be issued (other than to the Company or a wholly-owned Company Subsidiary) by reason of any Rights with respect thereto. There are no contracts, commitments, understandings or arrangements by which any of the Company Subsidiaries is or may be bound to sell or otherwise issue any shares of its capital stock, and its Subsidiaries at all times. All assetsthere are no contracts, properties and rights commitments, understandings or arrangements relating to the Company's business are rights of the Company or the Bank, as applicable, to vote or to dispose of such shares. All of the shares of capital stock of each Company Subsidiary held by the Company or a Company Subsidiary are fully paid and all agreements, obligations nonassessable and transactions relating subject to no preemptive rights and are owned by the Company's business have been entered into, incurred Company or a Company Subsidiary free and conducted by, Company and its Subsidiariesclear of any Liens. Each Company Subsidiary of Company is a corporation duly organized, validly existing and in good standing under the laws of its the jurisdiction of incorporation and has the corporate power to carry on its business as in which it is now being conducted incorporated or presently proposed to be conducted. Each Subsidiary of Company organized, and is duly qualified as a foreign corporation to do business, business and is in good standing in each jurisdiction where its ownership or leasing of property or the jurisdictions listed on Schedule 4.5 hereto and except as set forth on Schedule 4.5 hereto, is not required conduct of its business requires it to be so qualified and in good standing in any other jurisdiction where which the character of its properties owned or held under lease or the nature of its activities would make such qualification necessary, if failure to so qualify might be duly qualified is reasonably likely, individually or in the aggregate, to have an adverse material effect upon a Material Adverse Effect on the business or property of any Company Subsidiary. All of the outstanding shares of capital stock of each of the Subsidiaries of Company are validly issued, fully paid and non-assessable and, except as set forth on Schedule 4.5 hereto, and are owned by the Company free and clear of any Encumbrances of any nature whatsoever (whether absolute, accrued, contingent or otherwise)Company. Except as set forth Previously Disclosed in Schedule 4.5 hereto4.01(D), there are the Company does not outstanding rights to purchase own beneficially, directly or otherwise to receive from indirectly, any equity securities or similar interests of any Business Entity. The Bank is a member of the Subsidiaries Bank Insurance Fund (the "BIF") of the Company any Federal Deposit Insurance Corporation (the "FDIC"). The Bank is a member in good standing of the outstandingFederal Home Loan Bank of New York (the "FHL Bank"). The term "Company Subsidiary" means any Business Entity (including the Bank), authorized but unissued five percent or treasury shares more of the capital stock equity interests of which are owned directly or any other security of any Subsidiary of the Company; there is no outstanding security of any kind convertible into or exchangeable for such capital stock of any Subsidiary of indirectly by the Company.

Company Subsidiaries. Each Schedule 3.1(b) to the Company Disclosure Letter (as defined below) sets forth each Company Subsidiary and the ownership interest therein of the Company is listed Company. Except as set forth on Schedule 4.5 hereto. The 3.1(b) to the Company has conducted its business solely through Disclosure Letter, (A) all the outstanding shares of capital stock of each Company Subsidiary that is a corporation have been validly issued and are fully paid and nonassessable, are owned by the Company or by another Company Subsidiary free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, "Liens") and (B) all equity interests in each Company Subsidiary that is a partnership, joint venture, limited liability company or trust are owned by the Company, by another Company Subsidiary, or by the Company and its another Company Subsidiary, or by two or more Company Subsidiaries at free and clear of all timesLiens. All assetsExcept for the capital stock of or other equity or ownership interests in the Company Subsidiaries, properties and rights relating except as set forth on Schedule 3.1(b) to the Company's business are held by and all agreementsCompany Disclosure Letter, obligations and transactions relating to the Company's business have been entered intoCompany does not own, incurred and conducted bydirectly or indirectly, Company and its Subsidiariesany capital stock or other ownership interest in any person. Each Company Subsidiary of Company that is a corporation is duly organized, incorporated and validly existing and in good standing under the laws of its jurisdiction of incorporation and has the requisite corporate power and authority to carry on its business as it is now being conducted conducted, and each Company Subsidiary that is a partnership, limited liability company or presently proposed trust is duly organized and validly existing under the laws of its jurisdiction of organization and has the requisite power and authority to be carry on its business as now being conducted. Each Except as set forth on Schedule 3.1(b) to the Company Disclosure Letter, each Company Subsidiary of Company is duly qualified as a foreign corporation or licensed to do business, business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions listed on Schedule 4.5 hereto and except as set forth on Schedule 4.5 hereto, is not required where the failure to be so qualified or licensed, individually or in the aggregate, would not have a Material Adverse Effect. Copies of the Articles of Incorporation, Bylaws, organization documents and in good standing in any other jurisdiction where the character partnership and joint venture agreements of its properties owned or held under lease or the nature of its activities would make such qualification necessary, if failure to so qualify might have an adverse material effect upon the business or property of any each Company Subsidiary. All , as amended to the date of the outstanding shares of capital stock of each of the Subsidiaries of Company are validly issuedthis Agreement, fully paid and non-assessable and, except as set forth on Schedule 4.5 hereto, and are owned by the Company free and clear of any Encumbrances of any nature whatsoever (whether absolute, accrued, contingent have been previously delivered or otherwise). Except as set forth in Schedule 4.5 hereto, there are not outstanding rights made available to purchase or otherwise to receive from any of the Subsidiaries of the Company any of the outstanding, authorized but unissued or treasury shares of the capital stock or any other security of any Subsidiary of the Company; there is no outstanding security of any kind convertible into or exchangeable for such capital stock of any Subsidiary of the CompanyCamden.

Company Subsidiaries. (a) Each Subsidiary of the Company's and Company LP's direct and indirect Subsidiaries and such other entities listed in Section 3.2(a) of the Company is listed on Disclosure Schedule 4.5 hereto. The (the "Company has conducted its business solely through the Company and its Subsidiaries at all times. All assets, properties and rights relating to the Company's business are held by and all agreements, obligations and transactions relating to the Company's business have been entered into, incurred and conducted by, Company and its Subsidiaries. Each Subsidiary of Company ") is a corporation corporation, partnership or limited liability company duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and or organization, has the requisite corporate power or other power and authority to own its properties and to carry on its business as it is now being conducted or presently proposed to be conducted. Each Subsidiary of Company , and is duly qualified as a foreign corporation to do business, business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, except for jurisdictions listed on Schedule 4.5 hereto and except as set forth on Schedule 4.5 hereto, is not required in which such failure to be so qualified and or to be in good standing would not, individually or in any the aggregate, have a Company Material Adverse Effect. The Company and Company LP have no other jurisdiction where Subsidiaries other than the character of its properties owned or held under lease or the nature of its activities would make such qualification necessary, if failure to so qualify might have an adverse material effect upon the business or property of any Company SubsidiarySubsidiaries. All Section 3.2(a) of the Company Disclosure Schedule contains a complete and accurate list of all Company Subsidiaries listing their names, jurisdiction of organization, other jurisdictions in which they are authorized to do business and the names of all currently appointed and acting officers and directors. (b) All outstanding shares of capital stock of each of the Subsidiaries of Company Subsidiary that is a corporation have been duly authorized, are validly issued, fully paid and non-assessable andnonassessable, and are, except as set forth on Schedule 4.5 heretodisclosed in Section 3.2(b) of the Company Disclosure Schedule, (i) 100% owned, beneficially and are owned of record, by the Company, Company LP and/or another Company Subsidiary and (ii) owned free and clear of any Encumbrances of any nature whatsoever (whether absoluteall Encumbrances. All equity interests in each Company Subsidiary that is a partnership, accruedlimited liability company, contingent trust or otherwise). Except other entity have been duly authorized and are validly issued and are, except as set forth disclosed in Schedule 4.5 hereto, there are not outstanding rights to purchase or otherwise to receive from any of the Subsidiaries Section 3.2(b) of the Company any Disclosure Schedule, (A) 100% owned, beneficially and of record, by the Company, Company LP and/or another Company Subsidiary and (B) owned free and clear of all Encumbrances. None of the outstanding, authorized but unissued outstanding equity securities or treasury shares other securities of any Company Subsidiary were issued in violation of the capital stock Securities Act or any other security of any Subsidiary of the Company; there is no outstanding security of any kind convertible into or exchangeable for such capital stock of any Subsidiary of the Companystate securities laws.

Company Subsidiaries. Schedule 3.4 of the Company Disclosure Schedule sets forth a list of each Company Subsidiary; its authorized, issued and outstanding capital stock or other equity interests; the percentage of such capital stock or other equity interests owned by the Company or any Company Subsidiary, and the identity of such owner; the capital stock reserved for future issuance pursuant to outstanding options or other agreements; and the identity of all parties to any such option or other agreement. Each Subsidiary of the Company is listed on Schedule 4.5 hereto. The Company has conducted its business solely through the Company and its Subsidiaries at all times. All assets, properties and rights relating to the Company's business are held by and all agreements, obligations and transactions relating to the Company's business have been entered into, incurred and conducted by, Company and its Subsidiaries. Each Subsidiary of Company is a corporation or partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and or organization. Each Subsidiary of the Company has the all requisite corporate power and authority to carry on its business as it is now being conducted or presently proposed to be conducted. Each Subsidiary of the Company is duly qualified as a foreign corporation or organization authorized to do business, and is in good standing standing, in the jurisdictions listed on Schedule 4.5 hereto and except as set forth on Schedule 4.5 hereto, is not required to be so qualified and in good standing in any other each jurisdiction where the character of its properties owned or held under lease or the nature of its activities would make makes such qualification necessary, if failure to so qualify might have an adverse material effect upon the business or property of any Company Subsidiary. All of the outstanding shares of capital stock of or other ownership interests in each of the Company's Subsidiaries of Company are have been validly issued, and are fully paid and non-assessable andpaid, except as set forth on Schedule 4.5 hereto, nonassessable and are owned by the Company or another Subsidiary of the Company free and clear of any Encumbrances all pledges, claims, options, liens, charges, encumbrances and security interests of any kind or nature whatsoever (whether absolutecollectively, accruedALiens"), contingent and are not subject to preemptive rights created by statute, such Subsidiary's articles of incorporation or otherwise)bylaws or equivalent organizational documents or any agreement to which such Subsidiary is a party. Except as set forth As used in Schedule 4.5 heretothis Agreement, a ASubsidiary" of any person means another person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its board of directors or other governing body (or, if there are not outstanding rights to purchase no such voting interests, 50% or otherwise to receive from any more of the Subsidiaries equity interests) and of the Company any of the outstanding, authorized but unissued which is owned directly or treasury shares of the capital stock or any other security of any Subsidiary of the Company; there is no outstanding security of any kind convertible into or exchangeable for indirectly by such capital stock of any Subsidiary of the Companyperson.

Company Subsidiaries. Each (a) Except for Company Bank and the Company Trust Subsidiaries, Company’s only Subsidiary is Financial Data Solutions, Inc., a California corporation (individually, “FDSI” and collectively with the Company Trust Subsidiaries, the “Company Subsidiaries”). All issued and outstanding shares of capital stock or equity interests of each Company Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable. Company owns directly all of the issued and outstanding shares of capital stock of Company Bank and all of the outstanding common securities of the Trust Subsidiaries, free and clear of any pledge, lien, security interest or other encumbrance. Company Bank owns directly 49% of the equity securities of FDSI free and clear of any pledge, lien, security interest or other encumbrance. None of Company, Company Bank or Company Subsidiaries owns directly or indirectly any equity securities or other similar interest in any other corporation, limited liability company, joint venture, partnership, entity, association or other business, other than shares of capital stock in the Federal Home Loan Bank of San Francisco, the Federal Reserve Bank of San Francisco and Pacific Coast Bankers’ Bancshares. No capital stock or securities of Company Bank or any Company Subsidiary is listed on Schedule 4.5 heretoor may become required to be issued (other than to Company) by reason of any options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of the capital stock or securities of Company Bank or any Company Subsidiaries. The Company has conducted its business solely through the Company and its Subsidiaries at all times. All assetsThere are no contracts, properties and rights commitments, understandings or arrangements relating to the Company's business are held by and all agreements, obligations and transactions relating to the Company's business have been entered into, incurred and conducted by, Company and its Subsidiaries. Each Subsidiary rights of Company to vote or to dispose of shares of the capital stock of Company Bank or any Company Subsidiary. (b) FDSI is a corporation and the Company Trust Subsidiaries are statutory business trusts duly organized, validly existing and in good standing under the laws of its the jurisdiction in which they are incorporated or organized, and are duly qualified to do business and in good standing in each jurisdiction where the character of incorporation the assets or properties owned or leased by them or the nature of the business transacted by them requires them to be so qualified, except where the failure to so qualify, either individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect on Company and would not materially adversely affect the ability of Company and Company Bank to consummate the transactions contemplated herein. Each of the Company Subsidiaries has the applicable corporate or trust power and authority necessary for it to own, operate or lease its assets and properties and to carry on its business substantially as it is now being conducted or presently proposed to be conducted. Each Subsidiary of Company is duly qualified as a foreign corporation to do business, and is in good standing in the jurisdictions listed on Schedule 4.5 hereto and except as set forth on Schedule 4.5 hereto, is not required to be so qualified and in good standing in any other jurisdiction where the character of its properties owned or held under lease or the nature of its activities would make such qualification necessary, if failure to so qualify might have an adverse material effect upon the business or property of any Company Subsidiary. All of the outstanding shares of capital stock of each of the Subsidiaries of Company are validly issued, fully paid and non-assessable and, except as set forth on Schedule 4.5 hereto, and are owned by the Company free and clear of any Encumbrances of any nature whatsoever (whether absolute, accrued, contingent or otherwise). Except as set forth in Schedule 4.5 hereto, there are not outstanding rights to purchase or otherwise to receive from any of the Subsidiaries of the Company any of the outstanding, authorized but unissued or treasury shares of the capital stock or any other security of any Subsidiary of the Company; there is no outstanding security of any kind convertible into or exchangeable for such capital stock of any Subsidiary of the Company.

Company Subsidiaries. Each Subsidiary (a) A true and complete list of every Company Subsidiary, together with the jurisdiction of organization of, and the holder of all outstanding Equity Interests of, each such Company Subsidiary, is set forth on Section 3.6(a) of the Disclosure Schedule. (b) Each Company Subsidiary is listed on Schedule 4.5 hereto. The Company has conducted its business solely through the Company and its Subsidiaries at all times. All assets, properties and rights relating to the Company's business are held by and all agreements, obligations and transactions relating to the Company's business have been entered into, incurred and conducted by, Company and its Subsidiaries. Each Subsidiary of Company is a corporation duly incorporated or organized, validly existing and in good standing under the laws Laws of its jurisdiction of incorporation or organization, as applicable (as set forth on Section 3.6(a) of the Disclosure Schedule), and has the corporate all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted or presently proposed to be conducted. Each Company Subsidiary of Company is duly qualified or licensed as a foreign corporation entity to do business, and is in good standing standing, in the jurisdictions listed on Schedule 4.5 hereto and except as set forth on Schedule 4.5 hereto, is not required to be so qualified and in good standing in any other each jurisdiction where the character of its properties owned or held under lease assets owned, leased or operated by it or the nature of its activities would make makes such qualification or licensing necessary, if except where the failure to be so qualify might have an adverse qualified or licensed has not been, and would not reasonably be expected to be, individually or in the aggregate, material effect upon to the business Company Entities, taken as a whole, or property of any Company Subsidiary. All the operation of the Business. (c) The authorized, issued and outstanding shares of capital stock Equity Securities of each Company Subsidiary are set forth on Section 3.6(c) of the Subsidiaries Disclosure Schedule. The Equity Securities of each Company Subsidiary are (i) duly authorized and validly issued, issued in accordance with applicable Law and the Organizational Documents of the applicable Company Subsidiary and (ii) fully paid and non-assessable andassessable. There are no outstanding obligations of any Company Subsidiary to repurchase, except as set forth on Schedule 4.5 hereto, and redeem or otherwise acquire any outstanding Equity Securities. All of the Equity Securities of each Company Subsidiary are owned (of record and beneficially), directly or indirectly, by the Company Company, free and clear of any Encumbrances all Liens (other than liens arising under applicable securities Laws or relating to the Financing Agreement). (d) (i) There are no outstanding restrictions on transfers or voting of the Equity Securities of any nature whatsoever Company Subsidiary, and (whether absoluteii) no Person has been granted any agreement or option, accruedor any right or privilege capable of becoming an agreement or option, contingent for the purchase, subscription, allotment or otherwise). Except as set forth in Schedule 4.5 heretoissue of any Equity Securities of any Company Subsidiary. (e) No Company Subsidiary is a party to or bound by (i) any stockholder agreement, there are not outstanding rights voting trust, proxy or other agreement or understanding relating to purchase the holding, voting, sale, transfer, purchase, registration, redemption or otherwise to receive from other acquisition or disposition of any of its Equity Securities, as applicable, or (ii) any agreement, commitment, arrangement, understanding or other obligation to declare, make or pay any dividends or distributions, whether current or accumulated, or due or payable, on any of its Equity Securities, that will not have been paid in full prior to the Subsidiaries of Closing. (f) Except for the Equity Securities in the Company Subsidiaries, the Company does not own, directly or indirectly, any of the outstanding, authorized but unissued or treasury shares of the capital stock or Equity Securities in any other security of any Subsidiary of the Company; there is no outstanding security of any kind convertible into or exchangeable for such capital stock of any Subsidiary of the CompanyPerson.