Common use of Due Incorporation; Subsidiaries Clause in Contracts

Due Incorporation; Subsidiaries. Each of the Company and its Subsidiaries is, and at the Closing Date will be, a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation (to the extent the concept of “good standing” or such equivalent concept exists under the laws of such jurisdiction). Each of the Company and its Subsidiaries has, and at the Closing Date will have, full corporate power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. Each of the Company and its Subsidiaries is, and at the Closing Date will be, duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except where the failure so to qualify or to be in good standing would not reasonably be expected to have a material adverse effect on the business, properties, assets, business prospects, condition (financial or otherwise), results of operations or capitalization of the Company and its subsidiaries, taken as a whole, (a “Material Adverse Effect”). The Company has no “significant subsidiaries” (as such term is defined in Rule 1-02 of Regulation S-X). All of the issued share capital or other equity interests of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and (in the case of subsidiaries organized under the laws of any state of the United States, non-assessable), and are owned by the Company directly or indirectly through subsidiaries, free and clear of all liens, charges, encumbrances, security interests, restrictions on voting or transfer, equities or any other claims of any third parties.

Due Incorporation; Subsidiaries. Each of the (i) The Company and its Subsidiaries is, and at the Closing Date will be, a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation (to the extent the concept of “good standing” or such equivalent concept exists under the laws of such jurisdiction). Each of the The Company and its Subsidiaries has, and at the Closing Date will have, full corporate power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. Each of the The Company and its Subsidiaries is, and at the Closing Date will be, duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except where the failure so to qualify or to be in good standing would not reasonably be expected to have a material adverse effect on the business, properties, assets, business prospects, condition (financial or otherwise), results of operations or capitalization of the Company and its subsidiaries, taken as a whole, (a “Material Adverse Effect”). The . (ii) Each subsidiary of the Company listed in Exhibit 21.1 of the Registration Statement (each, a “Significant Subsidiary” and, together, the “Significant Subsidiaries”) has no been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation (to the extent the concept of “significant subsidiariesgood standing” (or such equivalent concept exists under the laws of such jurisdiction), has the corporate power and authority to own its property and to conduct its business as described in the Registration Statement and the Prospectus related to this offering and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such term is defined qualification, except to the extent that the failure to be so qualified or be in Rule 1-02 of Regulation S-X). All good standing would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; all of the issued share capital or other equity interests of each subsidiary Significant Subsidiary of the Company have been duly and validly authorized and issued, are fully paid and (in the case of subsidiaries organized under the laws of any state of the United States, non-assessable), and are owned by the Company directly or indirectly through subsidiaries, free and clear of all liens, charges, encumbrances, security interestsinterests (as defined in the Personal Property Securities Xxx 0000 (Cth)), restrictions on voting or transfer, equities or any other claims of any third parties. No Significant Subsidiary is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to its shareholders, from repaying the Company or any other subsidiary of the Company any loans or advances to such subsidiary from the Company or such other subsidiary or from transferring any of such subsidiary’s properties or assets to any of the Company or other subsidiary.

Due Incorporation; Subsidiaries. Each of the (i) The Company and its Subsidiaries is, and at the Closing Date will be, a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation (to the extent the concept of “good standing” or such equivalent concept exists under the laws of such jurisdiction)Delaware. Each of the The Company and its Subsidiaries has, and at the Closing Date will have, full corporate power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus. Each of the The Company and its Subsidiaries is, and at the Closing Date will be, duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except where and to the extent that the failure to be so to qualify licensed, qualified or to be in good standing would not reasonably be expected to have result in, individually or in the aggregate, a material adverse effect on the business, properties, assets, business prospects, condition (financial or otherwise), results of operations or capitalization of the Company and its subsidiaries, taken as a whole, . (a “Material Adverse Effect”). The ii) Each subsidiary of the Company has no “significant subsidiaries” (as such term is defined in Rule 1-02 405 of Regulation S-X). All the Rules and Regulations) has been duly organized, is validly existing in good standing under the laws of the jurisdiction of its organization, has the power and authority to own its property and to conduct its business as described in the Registration Statement, the General Disclosure Package and Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to result in a material adverse effect on the Company and its subsidiaries, taken as a whole; all of the issued share capital or other equity interests of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and (in the case of subsidiaries organized under the laws of any state of the United States, non-assessable), assessable and are owned directly by the Company directly or indirectly through subsidiariesCompany, free and clear of all liens, charges, encumbrances, equities, security interests, restrictions on voting or transfer, equities transfer or any other claims claims. No subsidiary is currently prohibited, directly or indirectly, under any agreement or instrument to which it is a party or is subject, from paying any dividends to its members, from repaying the Company or any other subsidiary of the Company any third partiesloans or advances to such subsidiary from the Company or such other subsidiary or from transferring any of such subsidiary’s properties or assets to the Company or any other subsidiary.

Due Incorporation; Subsidiaries. Each of the (i) The Company and its Subsidiaries is, and at the Closing Date will be, a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation (to the extent the concept of “good standing” or such equivalent concept exists under the laws of such jurisdiction)incorporation. Each of the The Company and its Subsidiaries has, and at the Closing Date will have, full corporate power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. Each of the The Company and its Subsidiaries is, and at the Closing Date will be, duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except where . (ii) The only significant subsidiaries (as defined in the failure so to qualify or to be in good standing would not reasonably be expected to have a material adverse effect on the business, properties, assets, business prospects, condition (financial or otherwise), results of operations or capitalization Rules and Regulations) of the Company and its subsidiaries, taken as a whole, are the subsidiaries listed on Schedule III hereto (a the “Material Adverse EffectSubsidiaries”). The Company has no “significant subsidiaries” (Subsidiaries are, and at the Closing Date will be, duly organized, validly existing and in good standing under the laws of their respective jurisdictions of organization. The Subsidiaries have, and at the Closing Date will have, full power and authority to conduct all the activities conducted by them, to own or lease all the assets owned or leased by them and to conduct their business as described in the Registration Statement and the Prospectus. The Subsidiaries are, and at the Closing Date will be, duly licensed or qualified to do business in and in good standing as foreign entities in all jurisdictions in which the nature of the activities conducted by them or the character of the assets owned or leased by them makes such term is defined in Rule 1-02 of Regulation S-X)licensing or qualification necessary. All of the issued share outstanding shares of capital or other equity interests of each subsidiary stock of the Company Subsidiaries have been duly authorized and validly authorized and issued, and are fully paid and (in the case of subsidiaries organized under the laws of any state of the United States, non-assessable), assessable and are owned by the Company directly or indirectly through subsidiaries, free and clear of all liens, chargesencumbrances and claims whatsoever. Except for the stock of the Subsidiaries and as disclosed in the Registration Statement, encumbrancesthe Company does not own, security interestsand at the Closing Date will not own, restrictions on voting directly or transferindirectly, equities any shares of stock or any other claims equity or long-term debt securities of any third partiescorporation or have any equity interest in any firm, partnership, joint venture, association or other entity. Complete and correct copies of the certificate of incorporation, the by-laws and all other applicable governing documents of the Company and the Subsidiaries and all amendments thereto have been delivered to the Underwriter, and no changes therein will be made subsequent to the date hereof and prior to the Closing Date.

Due Incorporation; Subsidiaries. Each of the (i) The Company and its Subsidiaries is, and at the Closing Date will be, a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation (to the extent the concept of “good standing” or such equivalent concept exists under the laws of such jurisdiction)Delaware. Each of the The Company and its Subsidiaries has, and at the Closing Date will have, full corporate power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus. Each of the The Company and its Subsidiaries is, and at the Closing Date will be, duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except where and to the extent that the failure to be so to qualify licensed, qualified or to be in good standing would not reasonably be expected to have result in, individually or in the aggregate, a material adverse effect on the business, properties, assets, business prospects, condition (financial or otherwise), results of operations or capitalization of the Company and its subsidiaries, taken as a whole, . (a “Material Adverse Effect”). The ii) Each subsidiary of the Company has no “significant subsidiaries” (as such term is defined in Rule 1-02 405 of Regulation S-X). All the Rules and Regulations) has been duly organized, is validly existing in good standing under the laws of the jurisdiction of its organization, has the power and authority to own its property and to conduct its business as described in the Registration Statement, the General Disclosure Package and Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to result in a material adverse effect on the Company and its subsidiaries, taken as a whole; all of the issued share capital or other equity interests of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and (in the case of subsidiaries organized under the laws of any state of the United States, non-assessable), assessable and are owned directly by the Company directly or indirectly through subsidiariesCompany, free and clear of all liens, charges, encumbrances, equities, security interests, restrictions on voting or transfer, equities transfer or any other claims claims. No subsidiary is currently prohibited, directly or indirectly, under any agreement or instrument to which it is a party or is subject, from paying any dividends to its members, from repaying the ​ ​ ​ ​ Company or any other subsidiary of the Company any third partiesloans or advances to such subsidiary from the Company or such other subsidiary or from transferring any of such subsidiary’s properties or assets to the Company or any other subsidiary.

Due Incorporation; Subsidiaries. Each of the (i) The Company and its Subsidiaries is, and at the Closing Date will be, a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation (to the extent the concept of “good standing” or such equivalent concept exists under the laws of such jurisdiction)incorporation. Each of the The Company and its Subsidiaries has, and at the Closing Date will have, full corporate power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus. Each of the The Company and its Subsidiaries is, and at the Closing Date will be, duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except where to the extent that the failure to be so to qualify qualified or to be in good standing would not reasonably be expected to have a material adverse effect on the business, properties, assets, business prospects, condition (financial or otherwise), results of operations or capitalization of the Company and its subsidiaries, taken as a whole. (ii) Each material subsidiary of the Company as listed in Schedule V hereto (each, (a “Material Adverse EffectSubsidiary”). The ) has been duly incorporated or organized, is validly existing as a corporation or other entity in good standing under the laws of the jurisdiction of its incorporation or organization, has the corporate or other power and authority to own its property and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company has no “significant and its subsidiaries” (, taken as such term is defined in Rule 1-02 of Regulation S-X). All a whole; all of the issued share capital or other issued equity interests of each subsidiary Material Subsidiary of the Company have been duly and validly authorized and issued, are fully paid and (in the case of subsidiaries organized under the laws of any state of the United States, non-assessable), assessable and are owned directly by the Company directly or indirectly through subsidiariesCompany, free and clear of all liens, charges, encumbrances, equities, security interests, restrictions on voting or transfer, equities transfer or any other claims claims, except for such restrictions on transfer contained in shareholders agreements that would not have a material adverse effect on the Company and its subsidiaries taken as a whole. Except as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, no Material Subsidiary is currently prohibited, directly or indirectly under any third partiesagreement or instrument to which it is a party or is subject, from paying any dividends to its shareholders, from repaying the Company or any other subsidiary of the Company any loans or advances to such Material Subsidiary from the Company or such other subsidiary or from transferring any of such Material Subsidiary’s properties or assets to the Company or any other subsidiary. Schedule V is a complete and accurate list of all subsidiaries that are material to the Company and its subsidiaries, taken as a whole, including, for the avoidance of doubt, all “significant subsidiaries” of the Company as defined in Rule 1-02(w) of Regulation S-X under the Act.

Due Incorporation; Subsidiaries. Each of the (i) The Company and its Subsidiaries is, and at the Closing Date will be, a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation (to the extent the concept of “good standing” or such equivalent concept exists under the laws of such jurisdiction)incorporation. Each of the The Company and its Subsidiaries has, and at the Closing Date will have, full corporate power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. Each of the The Company and its Subsidiaries is, and at the Closing Date will be, duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except where the failure so to qualify or to be in good standing would not reasonably be expected to have a material adverse effect on the business, properties, assets, business prospects, condition (financial or otherwise), results of operations or capitalization of the Company and its subsidiaries, taken as a whole, (a “Material Adverse Effect”). The . (ii) Each subsidiary of the Company listed in Exhibit 21.1 of the Registration Statement (each, a “Significant Subsidiary” and, together, the “Significant Subsidiaries”) has no been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation (to the extent the concept of “significant subsidiariesgood standing” (or such equivalent concept exists under the laws of such jurisdiction), has the corporate power and authority to own its property and to conduct its business as described in the Registration Statement and the Prospectus related to this offering and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such term is defined qualification, except to the extent that the failure to be so qualified or be in Rule 1-02 of Regulation S-X)good standing would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. All of the issued share capital or other equity interests of each subsidiary Significant Subsidiary of the Company have been duly and validly authorized and issued, are fully paid and (in the case of subsidiaries organized under the laws of any state of the United States, non-assessable), and are owned by the Company directly or indirectly through subsidiaries, free and clear of all liens, charges, encumbrances, security interests, restrictions on voting or transfer, equities or any other claims of any third parties.

Due Incorporation; Subsidiaries. Each of the (i) The Company has been duly incorporated and its Subsidiaries is, and at the Closing Date will be, is validly existing as a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation (to the extent the concept of “good standing” or such equivalent concept exists under the laws of such jurisdiction). Each of the Company and its Subsidiaries hasMaryland, and at the Closing Date will have, with full corporate power and authority to conduct all the activities conducted by itown, to own or lease all the assets owned or leased by it and to operate its properties and conduct its business as described in the Registration Statement Statement, the Prospectus and the Prospectus. Each Permitted Free Writing Prospectuses, if any, and, in the case of the Company and its Subsidiaries isthe Operating Partnership, to execute and at deliver this Agreement and to issue, sell and deliver the Closing Date will be, Shares as contemplated herein; (ii) the Company is duly licensed or qualified to do business in and in good standing as a foreign corporation and is in all jurisdictions good standing in which each jurisdiction where the nature ownership or leasing of the activities conducted by it its properties or the character conduct of the assets owned or leased by it makes its business requires such licensing or qualification necessaryqualification, except where the failure so to qualify or to be so qualified and in good standing would not reasonably be expected to not, individually or in the aggregate, (A) have a material adverse effect on the business, properties, assets, business prospects, condition (financial or otherwise)condition, results of operations or capitalization prospects of the Company and its subsidiaries, the Subsidiaries (as defined below) taken as a whole, or (B) prevent or materially interfere with consummation of the transactions contemplated hereby (the occurrence of any such effect or any such prevention or interference or any such result described in the foregoing clauses (A) and (B) being herein referred to as a “Material Adverse Effect”). The ; and (iii) as of the date of this Agreement, the Company has no “significant subsidiaries” subsidiaries (as such term is defined in Rule 1-02 of Regulation S-Xunder the Act) other than those subsidiaries listed on Schedule 3 hereto (collectively, the “Subsidiaries”). All of the issued share capital or other equity interests of each subsidiary of the Company have Each direct and indirect Subsidiary has been duly formed and is validly authorized and issuedexisting as a corporation, are fully paid and (in limited liability company or limited partnership, as the case of subsidiaries organized may be, in good standing under the laws of any state of the United Statesjurisdiction in which it is chartered or organized with full power and authority (corporate or other) to own, non-assessable)lease and operate its properties and conduct its business as described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, and are owned by is duly qualified to do business as a foreign corporation, limited liability company or limited partnership, as the Company directly or indirectly through subsidiariescase may be, free and clear is in good standing under the laws of all lienseach jurisdiction which requires such qualification, charges, encumbrances, security interests, restrictions on voting or transfer, equities or any other claims of any third partiesexcept where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect.

Due Incorporation; Subsidiaries. Each (a) The Company and each Subsidiary of the Company and its Subsidiaries is, and at the Closing Date will be, a corporation is duly organizedformed, validly existing and in good standing under the laws of its jurisdiction the State of incorporation (to the extent the concept of “good standing” or such equivalent concept exists under the laws of such jurisdiction). Each of the Company and its Subsidiaries hasMichigan, and at the Closing Date will have, full corporate with all requisite power and authority to conduct all the activities conducted by itown, to own or lease all the assets owned or leased by it and operate its properties and to conduct carry on its business businesses and operations as described in the Registration Statement they are now being owned, leased, operated and the Prospectusconducted. Each The Company and each Subsidiary of the Company and its Subsidiaries is, and at the Closing Date will be, duly is licensed or qualified to do business in and is in good standing as a foreign corporation limited liability company in all jurisdictions in which each jurisdiction where the nature of the activities conducted properties owned, leased or operated by it or and the character of the assets owned or leased businesses and operations transacted by it makes require such licensing or qualification necessaryqualification, except where the failure so to qualify or to be in good standing so licensed or qualified would not reasonably be expected to have a material adverse effect Material Adverse Effect. The States set forth on Schedule 4.1 are the business, properties, assets, business prospects, condition (financial only jurisdictions in which the ------------ Company or otherwise), results of operations or capitalization any Subsidiary of the Company and its subsidiariesis organized, taken as or licensed or qualified to do business. The only Subsidiary of the Company is Brut Plastics, Inc., a whole, Michigan corporation (a “Material Adverse Effect”"BPI"). The Company has no “significant subsidiaries” does not hold any other direct or --- indirect economic, voting or management interest in any Person or directly or indirectly own any security issued by any Person other than a 45% interest in Engineered Plastic Products, Inc. ("EPP"), a Michigan corporation. To the --- knowledge of the Sellers and the Company, the net investment in EPP at cost is $591,887 in equity and $1,398,241 in debt. The equity interests owned by the Company in BPI and EPP are owned free and clear of all Liens. Accurate and complete copies of (i) the Articles of Organization of the Company as currently in effect, (ii) the Operating Agreement for the Company dated as of January 29, 1999 (as such term is defined in Rule amended as of October 1-02 of Regulation S-X). All of , 1999, the issued share capital or other equity interests of each subsidiary "Operating Agreement") and (iii) ------------------- the corporate books and records of the Company have been delivered to Purchaser. The organizational instruments of each of BPI and EPP as currently in effect and copies of the corporate books and records of BPI have been delivered to Purchaser. (b) Each Corporation is duly formed, validly existing and validly authorized and issued, are fully paid and (in the case of subsidiaries organized good standing under the laws of the State of Michigan, with all requisite power and authority to own the Membership Interests owned by it. No Corporation has any state Subsidiary or holds any assets other than the Membership Interests owned by it. No Corporation is a participant in any joint venture, partnership or similar arrangement, and no Corporation conducts any business or operations. Accurate and complete copies of the United States, non-assessable), Certificate of Incorporation and are owned by the Company directly Bylaws of each Corporation as currently in effect have been delivered to Purchaser. No Corporation is required to be licensed or indirectly through subsidiaries, free and clear of all liens, charges, encumbrances, security interests, restrictions on voting or transfer, equities or qualified to do business as a foreign corporation in any other claims of any third partiesjurisdiction.

Due Incorporation; Subsidiaries. Each of the (i) The Company and its Subsidiaries is, and at the Closing Date and each Option Closing Date will be, a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation (to the extent the concept of “good standing” or such equivalent concept exists under the laws of such jurisdiction)Michigan. Each of the The Company and its Subsidiaries has, and at the Closing Date will have, full corporate power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. Each of the The Company and its Subsidiaries is, and at the Closing Date and each Option Closing Date will be, duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except where to the extent that the failure to be so to qualify qualified or to be in good standing would not reasonably be expected to have a material adverse effect Material Adverse Effect on the business, properties, assets, business prospects, condition (financial or otherwise), results of operations or capitalization of the Company and its subsidiaries, taken as a whole, . (a “Material Adverse Effect”). The ii) Each subsidiary of the Company has no “significant subsidiaries” (as such term is defined in Rule 1-02 405 under the Act) has been duly incorporated, is validly existing as a corporation in good standing under the laws of Regulation S-X). All the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the most recent preliminary prospectus related to this offering and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole; all of the issued share shares of capital or other equity interests stock of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and (non-assessable and, except as set forth in the case of subsidiaries organized under Registration Statement, the laws of any state of General Disclosure Package and the United StatesProspectus, non-assessable), and are owned directly by the Company directly or indirectly through subsidiariesCompany, free and clear of all liens, charges, encumbrances, security interests, restrictions on voting or transfer, equities or any other claims claims. The only subsidiaries of any third partiesthe Company are the subsidiaries listed on Schedule V hereto.

Due Incorporation; Subsidiaries. Each of the The Company and its Subsidiaries is, and at the Closing Date will be, a corporation is duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation (to the extent the concept of “good standing” or such equivalent concept exists under the laws of such jurisdiction). Each of the Company and its Subsidiaries hasDelaware, and at the Closing Date will have, full with all requisite corporate power and authority to conduct all the activities conducted by itown, to own or lease all the assets owned or leased by it and operate its properties and to conduct carry on its business as described in the Registration Statement they are now being owned, leased, operated and the Prospectusconducted. Each of the The Company and its Subsidiaries is, and at the Closing Date will be, duly is licensed or qualified to do business in and is in good standing as a foreign corporation in all each jurisdiction where the nature of the properties owned, leased or operated by it or the business transacted by it require such licensing or qualification. The jurisdictions in which the nature of the activities conducted by it Company is incorporated and licensed or the character of the assets owned or leased by it makes such licensing or qualification necessary, except where the failure so qualified to qualify or to be in good standing would not reasonably be expected to have a material adverse effect on the business, properties, assets, do business prospects, condition (financial or otherwise), results of operations or capitalization of the Company and its subsidiaries, taken as a whole, (a “Material Adverse Effect”)foreign corporation are set forth on Schedule 3.1. The Company has no “significant subsidiaries” (as such term is defined direct or indirect Subsidiaries, either wholly or partially owned, and the Company does not hold any direct or indirect economic, voting or management interest in Rule 1-02 of Regulation S-X)any Person or directly or indirectly own any security issued by any Person. All True, correct and complete copies of the issued share capital Certificate of Incorporation and by-laws (or other equity interests similar organizational instruments), and all minutes of each subsidiary all meetings (or written consents in lieu of meetings) of the Board of Directors (and all committees thereof) and stockholders, of the Company have been delivered to Purchaser. Except as set forth in Schedule 3.1, all action taken by the Boards of Directors (and all committees thereof) and stockholders of the Company is reflected in such minutes and written consents. Due Authorization. Seller and Xxxxxxxxx each has full corporate power and authority to enter into this Agreement and its Related Agreements and to consummate the transactions contemplated hereby and thereby. Seller and Xxxxxxxxx each has duly and validly executed and delivered this Agreement and has duly and validly executed and delivered (or prior to or at the Closing will duly and validly execute and deliver) its Related Agreements. This Agreement constitutes legal, valid and binding obligations of each of Seller and Xxxxxxxxx and each of its Related Agreements constitute (or upon execution and delivery by Seller or Xxxxxxxxx, as applicable, will constitute) legal, valid and binding obligations of Seller and Xxxxxxxxx, in each case, enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect that affect the enforcement of creditors' rights generally and by equitable limitations on the availability of specific remedies. The Company has full corporate power and authority to enter into this Agreement and its Related Agreements and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement and its Related Agreements, and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly and validly approved by its board of directors, and no other actions or proceedings on the part of the Company are necessary to authorize this Agreement or its Related Agreements and the transactions contemplated hereby and thereby. The Company has duly and validly executed and delivered this Agreement and has duly and validly executed and delivered (or prior to or at the Closing will duly and validly execute and deliver) its Related Agreements. This Agreement constitutes legal, valid and binding obligation of the Company and each of the Company's Related Agreements constitute (or upon execution and delivery by the Company will constitute) legal, valid and binding obligations of the Company, in each case, enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect that affect the enforcement of creditors' rights generally and by equitable limitations on the availability of specific remedies. Consents and Approvals; Authority Relative to this Agreement. Except as set forth on Schedule 3.3, no consent, authorization or approval of, filing or registration with, waiver of any right of first refusal or first offer from, or cooperation from, any Governmental Authority or any other Person is necessary in connection with the execution, delivery and performance by Seller, Xxxxxxxxx or the Company of this Agreement and the execution, delivery and performance by Seller, Xxxxxxxxx or the Company of their respective Related Agreements or the consummation by each Seller, Xxxxxxxxx and the Company of the transactions contemplated hereby or thereby. Except as set forth on Schedule 3.3, the execution, delivery and performance by Seller, Xxxxxxxxx and the Company of this Agreement and the execution, delivery and performance by Seller, Xxxxxxxxx and the Company of their respective Related Agreements, and the consummation by Seller, Xxxxxxxxx and the Company of the transactions contemplated hereby and thereby, do not and will not (i) violate any Law applicable to or binding on Seller, Xxxxxxxxx or the Company or any of their respective assets or properties; (ii) violate or conflict with, result in a breach or termination of, constitute a default or give any third party any additional right (including a termination right) under, permit cancellation of, result in the creation of any Lien upon any of the assets or properties of Seller, Xxxxxxxxx or the Company under, or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under any Contract to which Seller, Xxxxxxxxx or the Company is a party or by which Seller, Xxxxxxxxx or the Company or any of their respective assets or properties, are bound; (iii) permit the acceleration of the maturity of any indebtedness of Seller, Xxxxxxxxx or the Company or indebtedness secured by their respective assets or properties; or (iv) violate or conflict with any provision of any of the Certificate of Incorporation or by-laws of the Company. Capitalization; Liens. The authorized capital stock of the Company consists of 3,000 shares of Common Stock, $15.00 par value per share, all of which are currently issued and outstanding and constitute the Shares. All of the Shares (i) are validly issued, are fully paid and nonassessable and (ii) are, and when issued were, free of preemptive rights. Seller is the legal and beneficial owner of all of the Shares, free and clear of any and all Liens other than as set forth on Schedule 3.4(a). There are no shares of capital stock of the Company held in the case treasury of subsidiaries organized under the laws Company and no shares of capital stock of the Company are currently reserved for issuance for any purpose or upon the occurrence of any state event or condition. Except as set forth above or in Schedule 3.4(b), there are no shares of capital stock or other securities (whether or not such securities have voting rights) of the United StatesCompany issued or outstanding or any subscriptions, non-assessableoptions, warrants, calls, rights, convertible securities or other agreements or commitments of any character obligating Seller or the Company, or obligating Seller or any of its Affiliates to cause the Company, to issue, transfer or sell, or cause the issuance, transfer or sale of, any shares of capital stock or other securities (whether or not such securities have voting rights) of the Company. Except as set forth in Schedule 3.4(b), and there are owned by no outstanding contractual obligations of Seller or the Company directly that relate to the purchase, sale, issuance, repurchase, redemption, acquisition, transfer, disposition, holding or indirectly through subsidiariesvoting of any shares of capital stock or other securities of the Company or the management or operation of the Company. Except for Seller's rights as holder of Shares and except for employee benefit plans or bonus arrangements disclosed pursuant to Section 3.18, no Person has any right to participate in, or receive any payment based on any amount relating to, the revenue, income, value or net worth of the Company or any component or portion thereof, or any increase or decrease in any of the foregoing. The assignments, endorsements, stock powers and other instruments of transfer delivered by Seller to Purchaser at the Closing will be sufficient to transfer to Purchaser the entire interest, legal and beneficial, in the Shares. Seller has, and on the Closing Date will have, full power and authority to convey good and marketable title to all of the Shares transferred by Seller, and upon transfer by Seller to Purchaser of the certificates representing such Shares, Purchaser will receive good and marketable title to such Shares, free and clear of all liens, charges, encumbrances, security interests, restrictions on voting or transfer, equities or any other claims of any third partiesLiens.

Due Incorporation; Subsidiaries. Each of the (i) The Company and its Subsidiaries is, and at the Closing Date will be, a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation (to the extent the concept of “good standing” or such equivalent concept exists under the laws of such jurisdiction). Each of the The Company and its Subsidiaries has, and at the Closing Date will have, full corporate power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. Each of the The Company and its Subsidiaries is, and at the Closing Date will be, duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except where the failure so to qualify or to be in good standing would not reasonably be expected to have a material adverse effect on the business, properties, assets, business prospects, condition (financial or otherwise), results of operations or capitalization of the Company and its subsidiaries, taken as a whole, (a “Material Adverse Effect”). The . (ii) Each subsidiary of the Company listed in Exhibit 21.1 of the Registration Statement (each, a “Significant Subsidiary” and, together, the “Significant Subsidiaries”) has no been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation (to the extent the concept of “significant subsidiariesgood standing” (or such equivalent concept exists under the laws of such jurisdiction), has the corporate power and authority to own its property and to conduct its business as described in the Registration Statement and the Prospectus related to this offering and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such term is defined qualification, except to the extent that the failure to be so qualified or be in Rule 1-02 of Regulation S-X). All good standing would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; all of the issued share capital or other equity interests of each subsidiary Significant Subsidiary of the Company have been duly and validly authorized and issued, are fully paid and (in the case of subsidiaries organized under the laws of any state of the United States, non-assessable), and are owned by the Company directly or indirectly through subsidiaries, free and clear of all liens, charges, encumbrances, security interestsinterests (as defined in the Personal Property Securities Xxx 0000 (Cth)), restrictions on voting or transfer, equities or any other claims of any third parties.

Due Incorporation; Subsidiaries. (a) The Company is a corporation duly organized under the laws of the State of Alabama and is registered as a bank holding company under the regulations of the FRB. The Company is validly existing and in good standing under the laws of the State of Alabama, with all requisite power and authority to own, lease and operate its properties and assets and to conduct its business as they are now being owned, leased, operated and conducted. (b) The Company is licensed or qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the nature of the business or properties owned, leased or operated by it require such licensing or qualification, except for those jurisdictions in which the failure to be so licensed or qualified, individually or in the aggregate, has not had and would not be reasonably expected to have a Material Adverse Effect. (c) Each of the Company and its Company’s Subsidiaries is, and at the Closing Date will be, is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction state of incorporation (and has all requisite power and authority to the extent the concept of “good standing” or such equivalent concept exists under the laws of such jurisdiction)own, lease and operate their respective properties and assets and to conduct their respective businesses as they are now being owned, leased, operated and conducted. Each of the Company and its Company’s Subsidiaries has, and at the Closing Date will have, full corporate power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. Each of the Company and its Subsidiaries is, and at the Closing Date will be, duly is licensed or qualified to do business in and is in good standing as a foreign corporation in all each jurisdiction where the nature of the business or properties owned, leased or operated require such licensing or qualification, except for those jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except where the failure so to qualify or to be so licensed or qualified, individually or in good standing the aggregate, has not had and would not be reasonably be expected to have a material adverse effect on Material Adverse Effect. (d) True, correct and complete copies of the business, properties, assets, business prospects, condition articles of incorporation and bylaws (financial or otherwiseother Organization Documents), results and all minutes of operations all meetings (or capitalization written consents in lieu of meetings) of the board of directors (or similar governing body) and shareholders (or members, partners or other holders of equity interests) of the Company and its subsidiaries, taken as a whole, (a “Material Adverse Effect”). The Company has no “significant subsidiaries” (as such term is defined in Rule 1-02 of Regulation S-X). All of the issued share capital or other equity interests of each subsidiary of the Company Subsidiary have been duly and validly authorized and issued, are fully paid and (in the case of subsidiaries organized under the laws of any state of the United States, non-assessable), and are owned by the Company directly or indirectly through subsidiaries, free and clear of all liens, charges, encumbrances, security interests, restrictions on voting or transfer, equities or any other claims of any third partiesmade available to Purchaser.

Due Incorporation; Subsidiaries. (i) Each of the Company and its Subsidiaries is, and at the Closing Date will be, a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation (to the extent the concept of “good standing” or such equivalent concept exists under the laws of such jurisdiction). Each of the Company and its Subsidiaries has, and at the Closing Date will have, full corporate power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. Each of the Company and its Subsidiaries is, and {00496218.DOCX.4} - 5 - at the Closing Date will be, duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except where the failure so to qualify or to be in good standing would not reasonably be expected to have a material adverse effect on the business, properties, assets, business prospects, condition (financial or otherwise), results of operations or capitalization of the Company and its subsidiaries, taken as a whole, (a “Material Adverse Effect”). The Company has no “significant subsidiaries” (as such term is defined in Rule 1-02 of Regulation S-X). All of the issued share capital or other equity interests of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and (in the case of subsidiaries organized under the laws of any state of the United States, non-assessable), and are owned by the Company directly or indirectly through subsidiaries, free and clear of all liens, charges, encumbrances, security interests, restrictions on voting or transfer, equities or any other claims of any third parties.

Due Incorporation; Subsidiaries. Each of the Company and its Subsidiaries (i) The Guarantor is, and at the Closing Date will be, a corporation duly organized, organized and validly existing and in good standing under the laws of its jurisdiction the State of incorporation (to the extent the concept of “good standing” or such equivalent concept exists under the laws of such jurisdiction)Israel. Each of the Company and its Subsidiaries The Guarantor has, and at the Closing Date will have, full corporate power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the ProspectusGuarantor Disclosure Documents. Each of the Company and its Subsidiaries The Guarantor is, and at the Closing Date will be, duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except where the failure so to qualify or to be so qualified or in such good standing would not reasonably be expected to not, individually or in the aggregate, (i) have a material adverse effect on the business, properties, assets, management, business prospects, condition (financial or otherwise), results of operations or capitalization of the Company Guarantor and its subsidiaries, taken as a whole, or (ii) prevent or materially interfere with the consummation of the transactions contemplated by the Transaction Documents or the performance by the Guarantor of its obligations thereunder (any such effect, prevention or interference, a “Material Adverse Effect”). The Company has no “significant subsidiaries” memorandum and articles of association and other constitutive or organizational documents of the Guarantor comply with the requirements of applicable Israeli law and are in full force and effect. (ii) Each subsidiary (as such term is defined used in this Section 3, “subsidiary” has the meaning set forth in Rule 1-02 405 of Regulation S-Xthe rules and regulations of the Commission (collectively referred to as the “Rules and Regulations”)) of the Guarantor, including the Issuer, has been duly incorporated or organized, is validly existing as a corporation and in good standing under the laws of the jurisdiction of its organization, has the corporate power and authority to own its property and to conduct its business as described in the Guarantor Disclosure Documents and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Guarantor and its subsidiaries, taken as a whole. All of the issued share capital or other equity interests of each subsidiary of the Company Guarantor have been duly and validly authorized and issued, are fully paid and (in the case of subsidiaries organized under the laws of any state of the United States, non-assessable), assessable and are owned directly by the Company directly or indirectly through subsidiariesGuarantor, free and clear of all liens, charges, encumbrances, equities, security interests, restrictions on voting or transfer, equities transfer or any other claims claims. No subsidiary is currently prohibited, directly or indirectly under any agreement or instrument to which it is a party or is subject, from paying any dividends to its shareholders, from repaying the Guarantor or any other subsidiary of the Guarantor any third partiesloans or advances to such subsidiary from the Guarantor or such other subsidiary or from transferring any of such subsidiary’s properties or assets to the Guarantor or any other subsidiary. There are no subsidiaries of the Guarantor other than the Issuer and Gamida Cryo Ltd., a company organized and existing under the laws of Israel. Gamida Cryo Ltd. constitutes an Immaterial Subsidiary (as such term is defined in the Indenture).

Due Incorporation; Subsidiaries. Each of the (a) The US Holding Company and its Subsidiaries is, and at the Closing Date will be, is a corporation limited liability company duly organizedformed, validly existing and in good standing under the laws of its jurisdiction the State of incorporation (to the extent the concept of “good standing” or such equivalent concept exists Delaware. The Non-US Holding Company is a company duly formed and validly existing under the laws of such jurisdiction)Bermuda. Each of the Company and its Subsidiaries has, and at the Closing Date will have, full corporate power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the ProspectusManagement Stockholder is an individual person. Each of the Company and its Subsidiaries is, and at the Closing Date will be, duly MRM Seller is licensed or qualified to do business in and is in good standing as a foreign corporation company or limited liability company (as the case may be) in all jurisdictions in which each jurisdiction where its ownership of Shares or its execution, delivery and performance of this Agreement and its Related Agreements and the nature consummation of the activities conducted by it or the character of the assets owned or leased by it makes transactions contemplated hereby and thereby require such licensing or qualification necessary, except where and in which the failure so to qualify or to be in good standing so licensed or qualified would not reasonably be expected to have a material adverse effect on the business, properties, assets, business prospects, condition such MRM Seller. (financial b) Each Company is a company or otherwiselimited liability company duly organized or formed (as applicable), results of operations or capitalization of the Company and its subsidiariesvalidly existing and, taken as a wholeif applicable, (a “Material Adverse Effect”). The Company has no “significant subsidiaries” (as such term is defined in Rule 1-02 of Regulation S-X). All of the issued share capital or other equity interests of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and (in the case of subsidiaries organized good standing under the laws of any state the jurisdiction set forth opposite its name in Schedule 3.1(b). Each Company is licensed --------------- or qualified to do business and is in good standing as a foreign company or limited liability company (as the case may be) in each jurisdiction where the nature of the United StatesBusiness conducted or properties owned, non-assessableleased or operated by it require such licensing or qualification and in which the failure to be so licensed or qualified would have a Material Adverse Effect. Such jurisdictions are listed in Schedule 3.1(b). --------------- (c) Except as set forth in Schedule 3.1(c), and are owned by the no Company directly --------------- or indirectly through subsidiaries, free owns any Equity Interest in any Person. (d) Complete copies of the organizational documents and clear the minutes from the last five years of all liens, charges, encumbrances, security interests, restrictions on voting or transfer, equities or any other claims of any third partieseach Company have been made available to Purchaser.

Due Incorporation; Subsidiaries. Each of the (i) The Company and its Subsidiaries ishas been duly incorporated, and at the Closing Date will be, is validly existing as a corporation duly organized, validly existing and is in good standing under the laws of its jurisdiction of incorporation (to the extent the concept of “good standing” or such equivalent concept exists under the laws of such jurisdiction)incorporation. Each of the The Company and its Subsidiaries has, and at the Closing Date will have, has full corporate power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. Each The Company is duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary. (ii) With respect to each subsidiary of the Company that is a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X under the Exchange Act (each, a “Significant Subsidiary”): (A) each Significant Subsidiary that is a corporation has been duly incorporated, is validly existing as a corporation and is in good standing under the laws of its Subsidiaries isjurisdiction of incorporation; (B) each Significant Subsidiary has full power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased by its and at to conduct its business as described in the Closing Date will be, Registration Statement and the Prospectus; and (C) each Significant Subsidiary is duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except where to the extent that the failure to be so to qualify licensed or to qualified or be in good standing would not reasonably be expected to have a material adverse effect on the business, properties, assets, business prospects, condition (financial or otherwise), results of operations or capitalization of the Company and its subsidiaries, taken as a whole, whole (a “Material Adverse Effect”). The Company has no “significant subsidiaries” (as such term is defined in Rule 1-02 of Regulation S-X). All of the issued share capital or other equity interests of each subsidiary of the Company have been duly and validly authorized and issued, Significant Subsidiaries are fully paid and (in the case of subsidiaries organized under the laws of any state of the United States, non-assessable), and are owned by the Company directly or indirectly through subsidiaries, free and clear of all liens, charges, encumbrances, security interests, restrictions listed on voting or transfer, equities or any other claims of any third partiesSchedule 4 hereto.

Due Incorporation; Subsidiaries. Each of the (i) The Company and its Subsidiaries is, and at the Closing Date will be, is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation (to the extent the concept of “good standing” or such equivalent concept exists under the laws of such jurisdiction)Israel. Each of the The Company and its Subsidiaries has, and at the Closing Date will have, has full corporate power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. Each of the The Company and its Subsidiaries is, and at the Closing Date will be, is duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except where the failure so to qualify or to be so qualified or in such good standing would not reasonably be expected to not, individually or in the aggregate, (i) have a material adverse effect on the business, properties, assets, management, business prospects, condition (financial or otherwise), results of operations or capitalization of the Company, or (ii) prevent or materially interfere with the consummation of the transactions contemplated hereby or the performance by the Company and of its subsidiariesobligations hereunder (any such effect, taken as a wholeprevention or interference, (a “Material Adverse Effect”). The memorandum and articles of association and other constitutive or organizational documents of the Company comply with the requirements of applicable Israeli law and are in full force and effect. (ii) The subsidiary (as used in this Section 6, “subsidiary” has the meaning set forth in Rule 405 of the Securities Act Regulations) of the Company has no “significant been duly incorporated or organized, is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization, has the corporate power and authority to own its property and to conduct its business as described in the Registration Statement and Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries” (, taken as such term is defined in Rule 1-02 of Regulation S-X). All a whole; all of the issued share capital or other equity interests of each the subsidiary of the Company have been duly and validly authorized and issued, are fully paid and (in the case of subsidiaries organized under the laws of any state of the United States, non-assessable), assessable and are owned directly by the Company directly or indirectly through subsidiariesCompany, free and clear of all liens, charges, encumbrances, equities, security interests, restrictions on voting or transfer, equities transfer or any other claims claims. No subsidiary is currently prohibited, directly or indirectly under any agreement or instrument to which it is a party or is subject, from paying any dividends to its shareholders, from repaying the Company or any other subsidiary of the Company any third partiesloans or advances to such subsidiary from the Company or such other subsidiary or from transferring any of such subsidiary’s properties or assets to the Company or any other subsidiary.

Due Incorporation; Subsidiaries. Each of the (i) The Company and its Subsidiaries ishas been duly incorporated, and at the Closing Date will be, is validly existing as a corporation duly organized, validly existing and is in good standing under the laws of its jurisdiction of incorporation (to the extent the concept of “good standing” or such equivalent concept exists under the laws of such jurisdiction)incorporation. Each of the The Company and its Subsidiaries has, and at the Closing Date will have, has full corporate power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement and the Prospectus. Each The Company is duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary. (ii) With respect to each subsidiary of the Company that is a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X under the Exchange Act (each, a “Significant Subsidiary”): (A) each Significant Subsidiary has been duly incorporated or organized, is validly existing and is in good standing under the laws of its Subsidiaries isjurisdiction of incorporation or organization; (B) each Significant Subsidiary has full power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased by it and at to conduct its business as described in the Closing Date will be, Registration Statement and the Prospectus; and (C) each Significant Subsidiary is duly licensed or qualified to do business in and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased by it makes such licensing or qualification necessary, except where to the extent that the failure to be so to qualify licensed or to qualified or be in good standing would not reasonably be expected to have a material adverse effect on the business, properties, assets, business prospects, condition (financial or otherwise), results of operations or capitalization of the Company and its subsidiaries, taken as a whole, whole (a “Material Adverse Effect”). The Company has no “significant subsidiaries” (as such term is defined in Rule 1-02 of Regulation S-X). All of the issued share capital or other equity interests of each subsidiary of the Company have been duly and validly authorized and issued, Significant Subsidiaries are fully paid and (in the case of subsidiaries organized under the laws of any state of the United States, non-assessable), and are owned by the Company directly or indirectly through subsidiaries, free and clear of all liens, charges, encumbrances, security interests, restrictions listed on voting or transfer, equities or any other claims of any third partiesSchedule 5 hereto.