Common use of Corporate Organization and Authority Clause in Contracts

Corporate Organization and Authority. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Michigan. Attached hereto as Exhibits J and K, respectively, are true and complete copies of the articles of ---------------- incorporation (the "Articles of Incorporation") and the bylaws (the "Bylaws") of ------------------------- ------ the Company, each as amended through July 30, 2001 (collectively, the "Michigan -------- Organizational Documents"). ------------------------ (b) Upon the filing of the Restated Charter and the consummation of the Merger, Newco will be a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Attached hereto at Exhibits F and G, respectively, are true and complete copies of the Restated ---------- -- Charter and the bylaws of Newco, each as amended through the date of the Merger (collectively, the "Delaware Organizational Documents" and together with the --------------------------------- Michigan Organizational Documents, the "Organizational Documents"). ------------------------ (c) The Company has all requisite power and authority and has all necessary approvals, licenses, permits and authorization to own its properties and to carry on its business as now conducted except where the failure to so qualify would not, individually or in the aggregate, have a material adverse effect on the business, properties, assets, liabilities, prospects, profits, results of operations or condition (financial or otherwise) of the Company or the ability of the Company to consummate the transactions contemplated hereby (a "Material Adverse Effect"). The Company has all requisite power and authority to ----------------------- execute and deliver the Transaction Documents and to perform its obligations hereunder and thereunder. (d) The Company has filed all necessary documents to qualify to do business as a foreign corporation in, and the Company is in good standing under the laws of, each jurisdiction in which the conduct of the Company's business or the nature of the property owned, operated or leased requires such qualification, except where the failure to so qualify would not, individually or in the aggregate, have a Material Adverse Effect.

Corporate Organization and Authority. (a) The Company Such Management Corporation is a corporation duly organizedincorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation. Such Management Corporation is duly licensed or qualified to do business in each jurisdiction in which the State of Michigan. Attached hereto as Exhibits J and K, respectively, are true and complete copies nature of the articles of ---------------- incorporation (business conducted by it or the "Articles of Incorporation") and the bylaws (the "Bylaws") of ------------------------- ------ the Company, each as amended through July 30, 2001 (collectively, the "Michigan -------- Organizational Documents"). ------------------------ (b) Upon the filing character of the Restated Charter and assets owned by it makes such qualification or licensing necessary, except where the consummation of failure to be so qualified or licensed would not have a Material Adverse Effect on it or its business. Such Management Corporation has the Merger, Newco will be a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Attached hereto at Exhibits F and G, respectively, are true and complete copies of the Restated ---------- -- Charter and the bylaws of Newco, each as amended through the date of the Merger (collectively, the "Delaware Organizational Documents" and together with the --------------------------------- Michigan Organizational Documents, the "Organizational Documents"). ------------------------ (c) The Company has all requisite corporate power and authority and has all necessary approvals, licenses, permits and authorization to own its properties and to carry on its business as it is now being conducted except where and own all its assets and possess all Permits necessary to conduct its business as presently carried on by it and as contemplated to be carried on by it after the failure to so qualify would not, individually or in Closing hereunder and the aggregate, have a material adverse effect on the business, properties, assets, liabilities, prospects, profits, results of operations or condition (financial or otherwise) closing of the Company or transactions contemplated hereby. Such Management Corporation has full corporate power and authority to execute and deliver this Agreement and the ability of the Company other Transaction Documents to which such Management Corporation is a party and to consummate the transactions contemplated hereby (a "Material Adverse Effect")and thereby. The Company has execution and delivery of this Agreement and each other Transaction Document to which such Management Corporation is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by all requisite power corporate action of such entity, and authority to ----------------------- execute (assuming the due execution and deliver delivery by each of the parties thereto other than such Manager and Management Corporation) this Agreement and each of the other Transaction Documents to which such Management Corporation is a party constitutes or, when executed and to perform delivered, will constitute, the valid and legally binding obligation of such Management Corporation, enforceable against such Management Corporation in accordance with its obligations hereunder and thereunder. (d) The Company has filed all necessary documents to qualify to do business as a foreign corporation in, and the Company is in good standing under the laws of, each jurisdiction in which the conduct of the Company's business or the nature of the property owned, operated or leased requires such qualificationterms, except where the failure to so qualify would notas enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, individually or in the aggregateinsolvency, have a Material Adverse Effectmoratorium and similar laws affecting creditors' rights and remedies generally.

Corporate Organization and Authority. (a) The Company Helio is a corporation duly organized, validly existing and in good standing under the laws Laws of the State jurisdiction of Michigan. Attached hereto its incorporation, and has all requisite corporate power and authority to own, lease and operate the properties owned, leased and operated by it and to carry on the operations of its business as Exhibits J and K, respectively, are true and complete copies of the articles of ---------------- incorporation (the "Articles of Incorporation") and the bylaws (the "Bylaws") of ------------------------- ------ the Company, each as amended through July 30, 2001 (collectively, the "Michigan -------- Organizational Documents"). ------------------------now being conducted by it. (b) Upon the filing of the Restated Charter and the consummation of the Merger, Newco will be a corporation The Company is duly organized, validly existing and in good standing under the laws Laws of the State jurisdiction of Delaware. Attached hereto at Exhibits F its formation, and G, respectively, are true and complete copies of the Restated ---------- -- Charter and the bylaws of Newco, each as amended through the date of the Merger (collectively, the "Delaware Organizational Documents" and together with the --------------------------------- Michigan Organizational Documents, the "Organizational Documents"). ------------------------ (c) The Company has all requisite limited liability company power and authority to own, lease and has all necessary approvalsoperate the properties owned, licenses, permits leased and authorization to own its properties operated by it and to carry on the operations of its business as now being conducted by it. The Company is duly qualified to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it with respect to its business or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualify duly qualified or in good standing has not had and would notnot individually, individually or in the aggregate, have or reasonably be expected to have a material adverse effect Material Adverse Effect on the business, properties, assets, liabilities, prospects, profits, results of operations or condition (financial or otherwise) of the Company or the ability of the Company to consummate the transactions contemplated hereby (a "Material Adverse Effect")Company. The Company does not have any Subsidiaries and does not otherwise own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, directly or indirectly, any equity or similar interest in, any Person. (c) Helio has all the requisite corporate power and authority to ----------------------- execute and deliver the Transaction Documents this Agreement and each agreement or instrument to be executed and delivered in connection herewith or pursuant hereto, to perform its obligations hereunder and thereunderto consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement, the performance of the obligations of Helio hereunder and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by the Board of Directors of Helio, and except as set forth in Section 3.1(c) of the Company Disclosure Schedule, no other corporate actions on the part of Helio are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Helio and constitutes, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, a valid and binding obligation of Helio, enforceable against Helio in accordance with its terms, except that such enforcement may be subject to or limited by (i) the effect of bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting the rights of creditors generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (d) The Company has filed all the requisite limited liability company power and authority to execute and deliver this Agreement and each agreement or instrument to be executed and delivered in connection herewith or pursuant hereto, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement, the performance of the obligations of the Company hereunder and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by the manager of the Company, and, except as set forth in Section 3.1(d) of the Company Disclosure Schedule, no other corporate actions on the part of the Company are necessary documents to qualify authorize the execution, delivery and performance of this Agreement or to do business as consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and constitutes, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, a foreign corporation invalid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to or limited by (i) the effect of bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting the rights of creditors generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (e) The Company has provided a true and correct copy of the Company’s certificate of formation and the Company is in good standing under the laws ofLLC Agreement, each jurisdiction as in which the conduct effect as of the date of this Agreement, to the other Sellers and Parent. The Company's business ’s certificate of formation and the Company LLC Agreement are in full force and effect, and no other organizational documents are applicable to or binding upon the nature of the property owned, operated or leased requires such qualification, except where the failure to so qualify would not, individually or in the aggregate, have a Material Adverse EffectCompany.

Corporate Organization and Authority. (a) The Company is a corporation Each of the Seller, the Transferors and the Foreign Sellers are, and at Closing CodeGear will be, duly organized, validly existing and in good standing under the laws of the State jurisdiction of Michigan. Attached hereto as Exhibits J its formation, and K, respectively, are true and complete copies each of the articles of ---------------- incorporation (Seller, the "Articles of Incorporation") Transferors and the bylaws (the "Bylaws") of ------------------------- ------ the CompanyForeign Sellers has, each as amended through July 30and at Closing CodeGear will have, 2001 (collectively, the "Michigan -------- Organizational Documents"). ------------------------ (b) Upon the filing of the Restated Charter and the consummation of the Merger, Newco will be a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Attached hereto at Exhibits F and G, respectively, are true and complete copies of the Restated ---------- -- Charter and the bylaws of Newco, each as amended through the date of the Merger (collectively, the "Delaware Organizational Documents" and together with the --------------------------------- Michigan Organizational Documents, the "Organizational Documents"). ------------------------ (c) The Company has all requisite power and authority and has all necessary approvals, licenses, permits and authorization under applicable corporate laws to own its assets, lease and operate the properties leased and operated by it and to carry on the operations of its business as now being conducted by it. Each of the Seller, the Transferors and the Foreign Sellers is, and at Closing CodeGear will be, duly qualified to do business and in good standing in each jurisdiction in which the assets owned by it and the property leased or operated by it with respect to its business is located or in each jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualify would not, individually duly qualified or in the aggregate, have a material adverse effect on the business, properties, assets, liabilities, prospects, profits, results of operations or condition good standing would be reasonably determined to be material. (financial or otherwiseb) Each of the Company or Seller and the ability of Foreign Sellers has the Company to consummate the transactions contemplated hereby (a "Material Adverse Effect"). The Company has all requisite corporate power and authority to ----------------------- execute and deliver this Agreement and the Transaction Documents to which it is or shall be a party, and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and any Transaction Document to which it is or shall be a party and the performance of its obligations hereunder and thereunder have been duly and validly authorized by the board of directors (or similar body or a duly authorized officer, as appropriate) of each of the Seller and the Foreign Sellers and no other corporate, equityholder or similar proceedings on the part of the Seller or the Foreign Sellers are necessary to authorize the execution, delivery and performance of this Agreement and the Transaction Documents to which it is or shall be a party. This Agreement has been and, upon execution and delivery, the Transaction Documents will be, duly executed and delivered by the Seller and each Foreign Seller which is a party thereto and constitutes, assuming due authorization, execution and delivery of such agreement by Buyer, a valid, legal and binding obligation of the Seller and each Foreign Seller, enforceable against the Seller and each Foreign Seller in accordance with its terms, to the extent such party is a party thereto, except that such enforcement may be subject to or limited by (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting the rights of creditors generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (dc) Each of the Transferors and CodeGear has the requisite corporate power and authority to execute and deliver the Transfer Agreement and to perform its obligations thereunder. The Company has filed all necessary documents to qualify to do business as a foreign corporation in, execution and delivery of the Transfer Agreement and the Company is in good standing under the laws of, each jurisdiction in which the conduct performance of the Company's business or the nature obligations of the property ownedSeller and the Transferors thereunder have been duly and validly authorized by the board of directors (or similar body or a duly authorized officer, operated as appropriate) of each of the Seller, the Transferors and CodeGear and no other corporate or leased requires such qualificationsimilar proceedings on the part of the Seller, the Transferors or CodeGear are necessary to authorize the execution, delivery and performance of the Transfer Agreement. The Transfer Agreement has been duly executed and delivered by each of the Seller, the Transferors and CodeGear and constitutes a valid, legal and binding obligation of each of the Seller, the Transferors and CodeGear, enforceable against each of them in accordance with its terms, except where that such enforcement may be subject to or limited by (i) the failure effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to so qualify would not, individually or affecting the rights of creditors generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in the aggregate, have a Material Adverse Effectequity).

Corporate Organization and Authority. (a) The Company Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws Laws of the State jurisdiction of Michiganits incorporation, as applicable. Attached hereto as Exhibits J and Other than Merger Sub, the Subsidiaries listed on Exhibit 21 of Publico's most recent Annual Report on Form 10-K, respectively, are true and complete copies of the articles of ---------------- incorporation (the "Articles of Incorporation") and the bylaws (the "Bylaws") of ------------------------- ------ the CompanySubsidiaries listed on Schedule 5.1 hereto, each as amended through July 30, 2001 (collectively, the "Michigan -------- Organizational Documents"). ------------------------Parent does not have any Subsidiaries. (b) Upon Parent has the filing of the Restated Charter and the consummation of the Merger, Newco will be a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Attached hereto at Exhibits F and G, respectively, are true and complete copies of the Restated ---------- -- Charter and the bylaws of Newco, each as amended through the date of the Merger (collectively, the "Delaware Organizational Documents" and together with the --------------------------------- Michigan Organizational Documents, the "Organizational Documents"). ------------------------ (c) The Company has all requisite power and authority and has all necessary approvals, licenses, permits and authorization to own its properties and to carry on its business as now conducted except where the failure to so qualify would not, individually or in the aggregate, have a material adverse effect on the business, properties, assets, liabilities, prospects, profits, results of operations or condition (financial or otherwise) of the Company or the ability of the Company to consummate the transactions contemplated hereby (a "Material Adverse Effect"). The Company has all requisite power and authority to ----------------------- execute and deliver this Agreement and the Transaction Documents Escrow Agreement and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Escrow Agreement and the performance of its obligations hereunder and thereunder have been duly and validly authorized by the Board of Directors of Parent and no other corporate proceedings on the part of Parent are necessary to authorize the execution, delivery and performance of this Agreement or the Escrow Agreement. This Agreement has been duly executed and delivered by Parent, and this Agreement constitutes and the Escrow Agreement will constitute, assuming due authorization, execution and delivery of this Agreement and the Escrow Agreement by the other parties hereto and thereto, valid and binding obligations of Parent, enforceable against Parent in accordance with its terms, except that such enforcement may be subject to or limited by (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting the rights of creditors generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (dc) Merger Sub has the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The Company execution and delivery of this Agreement and the performance of its obligations hereunder have been duly and validly authorized by the Board of Directors and sole stockholder of Merger Sub and no other corporate proceedings on the part of Merger Sub are necessary to authorize the execution, delivery and performance of this Agreement. This Agreement has filed all necessary documents to qualify to do business as a foreign corporation inbeen duly executed and delivered by Merger Sub, and this Agreement constitutes, assuming due authorization, execution and delivery of this Agreement by the Company is other parties hereto, a valid and binding obligation of Merger Sub, enforceable against Merger Sub in good standing under the laws of, each jurisdiction in which the conduct of the Company's business or the nature of the property owned, operated or leased requires such qualificationaccordance with its terms, except where that such enforcement may be subject to or limited by (i) the failure effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to so qualify would not, individually or affecting the rights of creditors generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in the aggregate, have a Material Adverse Effectequity).

Corporate Organization and Authority. (a) The Company Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Michiganits incorporation. Attached hereto as Exhibits J and K, respectively, are true and complete copies of the articles of ---------------- incorporation (the "Articles of Incorporation") and the bylaws (the "Bylaws") of ------------------------- ------ the Company, each as amended through July 30, 2001 (collectively, the "Michigan -------- Organizational Documents"). ------------------------ (b) Upon the filing of the Restated Charter and the consummation of the Merger, Newco will be a corporation Buyer is duly organized, validly existing qualified to do business and in good standing under in each jurisdiction in which the laws property or assets owned by it and the leased or operated by it with respect to its business is located or in each jurisdiction in which the nature of the State of Delaware. Attached hereto at Exhibits F and Gbusiness conducted by it makes such qualification necessary, respectively, are true and complete copies of the Restated ---------- -- Charter and the bylaws of Newco, each as amended through the date of the Merger (collectively, the "Delaware Organizational Documents" and together with the --------------------------------- Michigan Organizational Documents, the "Organizational Documents"). ------------------------ (c) The Company has all requisite power and authority and has all necessary approvals, licenses, permits and authorization to own its properties and to carry on its business as now conducted except in such jurisdictions where the failure to be so qualify would not, individually duly qualified or in the aggregate, good standing would not have a material adverse effect on the business, properties, assets, liabilities, prospects, profits, results of operations or condition (financial or otherwise) of the Company or reasonably be expected to materially impact the ability of the Company Buyer to perform its obligations under, and to consummate the transactions contemplated hereby by, this Agreement, or prevent or delay the consummation of the transactions contemplated hereby. (a "Material Adverse Effect"). The Company b) Buyer has all the requisite corporate power and authority to ----------------------- execute and deliver this Agreement and the Transaction Documents to which it is or shall be a party, and to perform its obligations hereunder and thereunder. (d) . The Company has filed all necessary documents execution and delivery of this Agreement and any Transaction Document to qualify to do business as which it is or shall be a foreign corporation in, party and the Company performance of its obligations hereunder and thereunder have been duly and validly authorized by the board of directors of Buyer and no other corporate, equityholder or similar proceedings on the part of Buyer are necessary to authorize the execution, delivery and performance of this Agreement and the Transaction Documents to which it is in good standing under the laws ofor shall be a party. This Agreement has been and, each jurisdiction in which the conduct upon execution and delivery of the Company's business Transaction Documents to which it is a party will be, duly executed and delivered by Buyer and constitutes, assuming due authorization, execution and delivery of such agreement by the Seller, the Foreign Sellers or the nature Transferors, as the case may be, a valid and binding obligation of the property ownedBuyer, operated or leased requires such qualificationenforceable against Buyer in accordance with its terms, except where that such enforcement may be subject to or limited by (i) the failure effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to so qualify would not, individually or affecting the rights of creditors generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in the aggregate, have a Material Adverse Effectequity).

Corporate Organization and Authority. (a) The Company Buyer is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State jurisdiction of Michigan. Attached hereto as Exhibits J its incorporation, and K, respectively, are true and complete copies of the articles of ---------------- incorporation (the "Articles of Incorporation") and the bylaws (the "Bylaws") of ------------------------- ------ the Company, each as amended through July 30, 2001 (collectively, the "Michigan -------- Organizational Documents"). ------------------------ (b) Upon the filing of the Restated Charter and the consummation of the Merger, Newco will be a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Attached hereto at Exhibits F and G, respectively, are true and complete copies of the Restated ---------- -- Charter and the bylaws of Newco, each as amended through the date of the Merger (collectively, the "Delaware Organizational Documents" and together with the --------------------------------- Michigan Organizational Documents, the "Organizational Documents"). ------------------------ (c) The Company has all requisite power and authority and has all necessary approvals, licenses, permits and authorization to own its properties and to carry on its business as now conducted except where the failure to so qualify would not, individually or in the aggregate, have a material adverse effect on the business, properties, assets, liabilities, prospects, profits, results of operations or condition (financial or otherwise) of the Company or the ability of the Company to consummate the transactions contemplated hereby (a "Material Adverse Effect"). The Company has all requisite power and authority to ----------------------- execute own, lease and deliver operate the Transaction Documents properties owned, leased and operated by it and to perform carry on the operations of its obligations hereunder and thereunder. (d) The Company has filed all necessary documents to qualify business as now being conducted by it. Buyer is duly qualified or licensed to do business as a foreign corporation in, and the Company is in good standing under the laws of, in each jurisdiction in which the conduct of the Company's property owned, leased or operated by it with respect to its business or the nature of the property owned, operated business conducted or leased requires proposed to be conducted by it makes such qualificationlicensing or qualification necessary, except in such jurisdictions where the failure to be so qualify would not, individually duly qualified or licensed or in the aggregate, good standing would not have a Material Adverse Effectmaterial adverse effect on Buyer. Buyer has heretofore made available to the Company a complete and correct copy of the certificate of incorporation and bylaws or other organizational documents of Buyer, as currently in effect. (b) Buyer has the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly and validly authorized by the Manager Committee of Buyer and no other proceedings on the part of Buyer are necessary to authorize the execution, delivery and performance of this Agreement. This Agreement has been duly executed and delivered by Buyer and constitutes, assuming due authorization, execution and delivery of this Agreement by the Company and Sellers, a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except that such enforcement may be subject to or limited by (i) bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' right generally, and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Corporate Organization and Authority. (a) The Each of the Company and its Subsidiaries that is actively engaged in any business or owns material assets (an "Active Subsidiary") is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Michigan. Attached hereto as Exhibits J its incorporation, and K, respectively, are true and complete copies of the articles of ---------------- incorporation (the "Articles of Incorporation") and the bylaws (the "Bylaws") of ------------------------- ------ the Company, each as amended through July 30, 2001 (collectively, the "Michigan -------- Organizational Documents"). ------------------------ (b) Upon the filing of the Restated Charter and the consummation of the Merger, Newco will be a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Attached hereto at Exhibits F and G, respectively, are true and complete copies of the Restated ---------- -- Charter and the bylaws of Newco, each as amended through the date of the Merger (collectively, the "Delaware Organizational Documents" and together with the --------------------------------- Michigan Organizational Documents, the "Organizational Documents"). ------------------------ (c) The Company has all requisite corporate power and authority to own, lease and has all necessary approvalsoperate the properties owned, licenses, permits leased and authorization to own its properties operated by it and to carry on the operations of its business as now being conducted by it. Each of the Company and its Active Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it with respect to its business or the nature of the business conducted by it makes such licensing or qualification necessary, except in such jurisdictions where the failure to be so qualify would not, individually duly qualified or licensed or in the aggregate, good standing would not have a material adverse effect on the business, properties, assets, liabilities, prospects, profitsbusiness, results of operations operations, cash flow or financial condition (financial or otherwise) of the Company or the ability of the Company to consummate the transactions contemplated hereby and its Subsidiaries taken as a whole (a "Material Adverse Effect"). The Company has all heretofore made available to Buyer true, complete and correct copies of the certificate of incorporation and bylaws (or other organization documents of like import) as currently in effect, of the Company and each of its Subsidiaries. (b) The Company has the requisite corporate power and authority to ----------------------- execute and deliver the Transaction Documents this Agreement and to perform its obligations hereunder hereunder. The execution and thereunder. (d) The Company has filed all necessary documents to qualify to do business as a foreign corporation in, delivery of this Agreement and the performance of its obligations hereunder have been duly and validly authorized by the Board of Directors of the Company is in good standing under (the laws of, each jurisdiction in which "Company Board") and by the conduct requisite vote of the Company's business or stockholders and no other corporate proceedings on the nature part of the property ownedCompany are necessary to authorize the execution, operated or leased requires such qualificationdelivery and performance of this Agreement. This Agreement has been duly executed and delivered by the Company and constitutes, assuming due authorization, execution and delivery of this Agreement by Buyer, Merger Subsidiary and the Continuing Stockholders, a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except where the failure as such enforceability may be limited by (1) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to so qualify would not, individually creditors' rights generally or (2) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in the aggregate, have a Material Adverse Effectequity).

Corporate Organization and Authority. (a) The Each of the Company and its Subsidiaries (as defined in Section 2.3 hereof) is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Michigan. Attached hereto as Exhibits J its incorporation, and K, respectively, are true and complete copies of the articles of ---------------- incorporation (the "Articles of Incorporation") and the bylaws (the "Bylaws") of ------------------------- ------ the Company, each as amended through July 30, 2001 (collectively, the "Michigan -------- Organizational Documents"). ------------------------ (b) Upon the filing of the Restated Charter and the consummation of the Merger, Newco will be a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Attached hereto at Exhibits F and G, respectively, are true and complete copies of the Restated ---------- -- Charter and the bylaws of Newco, each as amended through the date of the Merger (collectively, the "Delaware Organizational Documents" and together with the --------------------------------- Michigan Organizational Documents, the "Organizational Documents"). ------------------------ (c) The Company has all requisite corporate power and authority to own, lease and has all necessary approvalsoperate the properties owned, licenses, permits leased and authorization to own its properties operated by it and to carry on the operations of its business as now being conducted by it. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it with respect to its business or the nature of the business conducted by it makes such licensing or qualification necessary, except in such jurisdictions where the failure to be so qualify would not, individually duly qualified or licensed or in the aggregate, good standing would not have a material adverse effect on the business, properties, assets, liabilities, prospects, profits, results of operations or condition (financial or otherwise) of the Company or the ability of the Company to consummate the transactions contemplated hereby (a "Material Adverse Effect")Company. The Company has all heretofore made available to Buyer true, complete and correct copies of the certificate of incorporation and bylaws of the Company, as currently in effect. (b) The Company has the requisite corporate power and authority to ----------------------- execute and deliver the Transaction Documents this Agreement and to perform its obligations hereunder hereunder. The execution and thereunder. (d) The Company has filed all necessary documents to qualify to do business as a foreign corporation in, delivery of this Agreement and the performance of its obligations hereunder have been duly and validly authorized by the Board of Directors of the Company is in good standing under (the laws of"COMPANY BOARD") and no other corporate proceedings on the part of the Company are necessary to authorize the execution, each jurisdiction in which delivery and performance of this Agreement. This Agreement has been duly executed and delivered by the conduct Company and constitutes, assuming due authorization, execution and delivery of this Agreement by Buyer, a valid and binding obligation of the Company's business or , enforceable against the nature of the property owned, operated or leased requires such qualificationCompany in accordance with its terms, except where that such enforcement may be subject to or limited by (i) bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the failure to so qualify would not, individually effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in the aggregate, have a Material Adverse Effectequity).

Corporate Organization and Authority. (a) The Company Each of the Buyer and its Subsidiaries, including Merger Subsidiary, is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Michigan. Attached hereto as Exhibits J its incorporation, and K, respectively, are true and complete copies of the articles of ---------------- incorporation (the "Articles of Incorporation") and the bylaws (the "Bylaws") of ------------------------- ------ the Company, each as amended through July 30, 2001 (collectively, the "Michigan -------- Organizational Documents"). ------------------------ (b) Upon the filing of the Restated Charter and the consummation of the Merger, Newco will be a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Attached hereto at Exhibits F and G, respectively, are true and complete copies of the Restated ---------- -- Charter and the bylaws of Newco, each as amended through the date of the Merger (collectively, the "Delaware Organizational Documents" and together with the --------------------------------- Michigan Organizational Documents, the "Organizational Documents"). ------------------------ (c) The Company has all requisite corporate power and authority to own, lease and has all necessary approvalsoperate the properties owned, licenses, permits leased and authorization to own its properties operated by it and to carry on the operations of its business as now being conducted by it. Each of the Buyer and its Subsidiaries, including Merger Subsidiary, is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it with respect to its business or the nature of the business conducted by it makes such licensing or qualification necessary, except in such jurisdictions where the failure to be so qualify would not, individually duly qualified or licensed or in the aggregate, good standing would not have a material adverse effect on the business, properties, assets, liabilities, prospects, profitsbusiness, results of operations or financial condition (financial or otherwise) of the Company or the ability of the Company to consummate the transactions contemplated hereby Buyer and its Subsidiaries, including Merger Subsidiary, taken as a whole (a "Buyer Material Adverse Effect"). The Buyer has heretofore made available to the Company a complete and correct copy of the certificate of incorporation and bylaws (or other organizational documents of like import), as currently in effect, of Buyer and Merger Subsidiary. (b) Each of Buyer and Merger Subsidiary has all the requisite corporate power and corporate authority to ----------------------- execute and deliver this Agreement and the Transaction Documents Registration Rights Agreement (as defined in Section 7.2(d)) and to perform its obligations hereunder and thereunder. (d) . The Company has filed all necessary documents to qualify to do business as a foreign corporation in, execution and delivery of this Agreement and the Company is in good standing performance of its obligations hereunder and under the laws ofRegistration Rights Agreement have been duly and validly authorized by the Board of Directors of each of Buyer and Merger Subsidiary and no other corporate or stockholder proceedings on the part of either Buyer or Merger Subsidiary are necessary to authorize the execution, each jurisdiction in which the conduct delivery and performance of the Company's business this Agreement or the nature Registration Rights Agreement. This Agreement and the Registration Rights Agreement have been duly executed and delivered by each of Buyer and Merger Subsidiary and constitute, assuming due authorization, execution and delivery of this Agreement by the property ownedCompany and the Continuing Stockholders, operated or leased requires such qualificationa valid and binding obligation of each of Buyer and Merger Subsidiary, enforceable against each of Buyer and Merger Subsidiary in accordance with its terms, except where the failure as such enforceability may be limited by (1) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to so qualify would not, individually creditors' rights generally or (2) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in the aggregate, have a Material Adverse Effectequity).

Corporate Organization and Authority. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Michigan. Attached hereto as Exhibits J and K, respectively, are true and complete copies of the articles of ---------------- incorporation (the "Articles of Incorporation") and the bylaws (the "Bylaws") of ------------------------- ------ the Company, each as amended through July 30, 2001 (collectively, the "Michigan -------- Organizational Documents"). ------------------------. (b) Upon the filing of the Restated Charter and the consummation of the Merger, Newco will be a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Attached hereto at Exhibits F and G, respectively, are true and complete copies of the Restated ---------- -- Charter and the bylaws of Newco, each as amended through the date of the Merger (collectively, the "Delaware Organizational Documents" and together with the --------------------------------- Michigan Organizational Documents, the "Organizational Documents"). ------------------------. (c) The Company has all requisite power and authority and has all necessary approvals, licenses, permits and authorization to own its properties and to carry on its business as now conducted except where the failure to so qualify would not, individually or in the aggregate, have a material adverse effect on the business, properties, assets, liabilities, prospects, profits, results of operations or condition (financial or otherwise) of the Company or the ability of the Company to consummate the transactions contemplated hereby (a "Material Adverse Effect"). The Company has all requisite power and authority to ----------------------- execute and deliver the Transaction Documents and to perform its obligations hereunder and thereunder. (d) The Company has filed all necessary documents to qualify to do business as a foreign corporation in, and the Company is in good standing under the laws of, each jurisdiction in which the conduct of the Company's business or the nature of the property owned, operated or leased requires such qualification, except where the failure to so qualify would not, individually or in the aggregate, have a Material Adverse Effect.

Corporate Organization and Authority. (a) The Company Parent is a corporation duly organized, validly existing and in good standing under the laws Laws of the State jurisdiction of Michiganits incorporation, and has all requisite corporate power and authority to own, lease and operate the properties owned, leased and operated by it and to carry on the operations of its business as now being conducted by it. Attached hereto as Exhibits J Parent is duly qualified to do business and Kis in good standing in each jurisdiction in which the property owned, respectively, are true and complete copies leased or operated by it with respect to its business or the nature of the articles of ---------------- incorporation (business conducted by it makes such qualification necessary, except in such jurisdictions where the "Articles of Incorporation") failure to be so duly qualified or in good standing has not had and would not individually, or in the bylaws (the "Bylaws") of ------------------------- ------ the Companyaggregate, each as amended through July 30, 2001 (collectively, the "Michigan -------- Organizational Documents"). ------------------------have or reasonably be expected to have a Material Adverse Effect on Parent or Virgin Opco. (b) Upon the filing Each of the Restated Charter and the consummation Subsidiaries of the Merger, Newco will be a corporation Parent is duly organized, validly existing and in good standing under the laws Laws of the State jurisdiction of Delaware. Attached hereto at Exhibits F organization, and G, respectively, are true and complete copies of the Restated ---------- -- Charter and the bylaws of Newco, each as amended through the date of the Merger (collectively, the "Delaware Organizational Documents" and together with the --------------------------------- Michigan Organizational Documents, the "Organizational Documents"). ------------------------ (c) The Company has all requisite corporate or other power and authority to own, lease and has all necessary approvalsoperate the properties owned, licenses, permits leased and authorization to own its properties operated by it and to carry on the operations of its business as now being conducted. Each of the Subsidiaries of Parent is duly qualified to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it with respect to its business or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualify duly qualified or in good standing has not had and would notnot individually, individually or in the aggregate, have or reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, prospects, profits, results of operations or condition (financial or otherwise) of the Company or the ability of the Company to consummate the transactions contemplated hereby (a "Material Adverse Effect"). The Company Effect on Parent or Virgin Opco. (c) Parent has all the requisite corporate power and authority to ----------------------- execute and deliver the Transaction Documents this Agreement and each agreement or instrument to be executed and delivered in connection herewith or pursuant hereto, to perform its obligations hereunder and thereunderto consummate the transactions contemplated by this Agreement, subject to the receipt of (i) the affirmative vote of a majority of votes cast at a meeting at which a majority of the outstanding shares held by Parent’s stockholders are present and voting (the “NYSE Required Vote”) to authorize the issuance of Parent Class A Common Stock upon conversion of the Convertible Preferred Stock into shares of Parent Class A Common Stock, under Rule 312.03 of the NYSE (the “NYSE Proposal”), (ii) for the issuances of Parent Class B Common Stock, the affirmative vote of the holders of at least 66-2/3% of the then outstanding stock of Parent entitled to vote generally in the election of directors (the “Class B Required Vote”) to amend the certificate of incorporation of Parent to increase the number of authorized shares of Parent Class B Common Stock to three (the “Class B Proposal”) and (iii) the affirmative vote of the holders of at least 66-2/3% of the then outstanding stock of Parent entitled to vote generally in the election of directors (the “Article VIII Required Vote” and together with the NYSE Required Vote and the Class B Required Vote, the “Parent Required Votes”) to amend Article VIII of the certificate of incorporation of Parent to include SKT as a “Founding Stockholder” (the “Article VIII Proposal” and together with the NYSE Proposal and the Class B Proposal, the “Parent Proposals”). The execution and delivery of this Agreement, the performance of the obligations of Parent hereunder and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by the Board of Directors of Parent, and, except for the Parent Required Votes, no other corporate actions on the part of Parent is necessary to authorize the execution, delivery and performance of this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and constitutes, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, a valid and binding obligation of Parent, enforceable against each of them in accordance with its terms, except that such enforcement may be subject to or limited by (A) the effect of bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting the rights of creditors generally and (B) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (d) Virgin Opco has the requisite partnership power and authority to execute and deliver this Agreement and each agreement or instrument to be executed and delivered in connection herewith or pursuant hereto, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The Company has filed all necessary documents to qualify to do business as a foreign corporation inexecution and delivery of this Agreement, the performance of the obligations of Virgin Opco hereunder and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by the general partner of Virgin Opco, and except as set forth in Section 6.1(d) of the Company Parent Disclosure Schedule, no other partnership actions on the part of Virgin Opco are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Virgin Opco and constitutes, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, a valid and binding obligation of Virgin Opco, enforceable against Virgin Opco in accordance with its terms, except that such enforcement may be subject to or limited by (i) the effect of bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting the rights of creditors generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (e) Parent has provided a true and correct copy of its certificate of incorporation and bylaws to the Company, Helio, SKT and EarthLink as in effect as of the date of this Agreement. Such certificate of incorporation and bylaws are in full force and effect, and no other organizational documents are applicable to or binding upon Parent. (f) Virgin Opco has provided a true and correct copy of the Virgin Opco Partnership Agreement to the Company, Helio, SKT and EarthLink as in effect as of the date of this Agreement. The Virgin Opco Partnership Agreement is in good standing under the laws offull force and effect, each jurisdiction in which the conduct of and no other organizational documents are applicable to or binding upon the Company's business or the nature of the property owned, operated or leased requires such qualification, except where the failure to so qualify would not, individually or in the aggregate, have a Material Adverse Effect.