Common use of Due Organization, Good Standing and Corporate Power Clause in Contracts

Due Organization, Good Standing and Corporate Power. Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and each such corporation has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not have a material adverse effect on the business, properties, assets, operations, results of operations or financial condition (the "Condition") of the Company and its Subsidiaries taken as a whole. 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 or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not have a material adverse effect on the Condition of the Company and its Subsidiaries taken as a whole. The Company has made available to Parent and Sub complete and correct copies of the Restated and Amended Certificate of Incorporation and By-Laws of the Company and the comparable governing documents of each of its Subsidiaries, in each case as amended to the date of this Agreement. Other than as set forth in Section 3.01(a) of the Company's disclosure letter (the "Company Disclosure Letter") delivered concurrently with the delivery of this Agreement, the respective certificates of incorporation and by-laws or other organizational documents of the Subsidiaries of the Company do not contain any provision limiting or otherwise restricting the ability of the Company to control such Subsidiaries.

Due Organization, Good Standing and Corporate Power. Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and each such corporation has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not have a material adverse effect on the business, properties, assets, operations, results of operations or financial condition (the "Condition") of the Company and its Subsidiaries taken as a whole. 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 or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not have a Material Adverse Effect on the Company. For the purposes of this Agreement, "Material Adverse Effect" on any Person means a material adverse effect on the Condition business, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise) or prospects of the Company Person and its Subsidiaries taken as a whole. whole (i) except to the extent resulting from (A) any change in general United States or global economic conditions or general economic conditions in industries in which the Person competes, or (B) the announcement of the transaction contemplated herein or any action required to be taken pursuant to the terms hereof, and (ii) except that the term Material Adverse Effect shall not include, with respect to the Company (A) any decreases in the Company's stock price in and of itself or (B) any deterioration in the Company's financial condition which is a direct and proximate result of its agreements with Hebei United Telecommunication Equipment Co. The Company has heretofore made available to Parent Terremark true and Sub complete and correct copies of the Restated and Amended Certificate of Incorporation and By-Laws of the Company Bylaws (or equivalent documents), as amended to date, for itself and the comparable governing documents of each of its Subsidiaries, in each case as amended to the date of this Agreement. Other than as set forth in Section 3.01(a) Subsidiaries and copies of the Company's disclosure letter minutes of its Board of Directors and committees of the Board of Directors (except as the same relate to transactions contemplated hereby). The term "Company Disclosure Letter") delivered concurrently with the delivery of Subsidiary," as used in this Agreement, the respective certificates of incorporation and by-laws or other organizational documents of the Subsidiaries of refers to any Person in which the Company do not contain or Terremark, as the case may be, owns any provision limiting or otherwise restricting the ability of the Company to control such Subsidiariesequity interest and shall include all joint ventures.

Due Organization, Good Standing and Corporate Power. Each of the Company SATX and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation incorporation, and each such corporation has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not have a material adverse effect on the business, properties, assets, operations, results of operations or financial condition (the "Condition") of the Company and its Subsidiaries taken as a whole. Each of the Company SATX 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 or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not have a Material Adverse Effect on SATX. For the purposes of this Agreement, "Material Adverse Effect" means a material adverse effect on the Condition business, properties, assets, liabilities, operations, results of operations, or condition (financial or otherwise) of the Company Person (as defined in Section 6.13) and its Subsidiaries taken as a whole. The Company term "Subsidiary" as used in this Agreement refers to any Person in which SATX or STCL, as the case may be, owns any equity interest and shall include all joint ventures. SATX has made available to Parent STCL true and Sub complete copies of its Articles of Incorporation, as amended to date, its By-Laws, as amended to date and correct copies of the Restated minutes of its Board of Directors and Amended Certificate of Incorporation and By-Laws committees of the Company and Board of Directors (except as the comparable governing documents of each same relate to the transactions contemplated hereby). Except for capital stock of its Subsidiaries, in each case as amended to the date of this Agreement. Other than as set forth in Section 3.01(a) of the Company's disclosure letter (the "Company Disclosure Letter") delivered concurrently with the delivery of this AgreementSATX does not own any stock, the respective certificates of incorporation and by-laws partnership or other organizational documents of the Subsidiaries of the Company do not contain equity interest in, or any provision limiting debt or otherwise restricting the ability of the Company to control such Subsidiariesequity securities of, any person.

Due Organization, Good Standing and Corporate Power. (a) Each of the Company and its Subsidiaries is a corporation duly incorporated (or, if not a corporation, duly organized), validly existing and in good standing under the laws of the jurisdiction of its incorporation (or, if not a corporation, organization) and each such corporation Person has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not have a material adverse effect on the business, properties, assets, operations, results of operations or financial condition (the "Condition") of the . The Company and its Subsidiaries taken as a whole. Each 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 it, or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would has not have had, does not have, and could not reasonably be expected to have, individually or in the aggregate, a material adverse effect Material Adverse Effect on the Condition of the Company and its Subsidiaries taken as a wholeCompany. The Company has has, prior to the date of this Agreement, made available to Parent Buyer and Sub Acquisition complete and correct copies of the Restated and Amended Company's Certificate of Incorporation Incorporation, as amended, and the Company's By-Laws of the Company laws and the comparable governing documents of each of its Subsidiaries, in each case as amended to and in full force and effect as of the date of this Agreement. Other than as set forth in Section 3.01(aSchedule 4.1(a) of the Company's disclosure letter delivered by the Company to Buyer and Acquisition upon or prior to entering into this Agreement (the "Company Disclosure Letter") delivered concurrently with the delivery of this Agreement), the respective certificates Certificates of incorporation Incorporation and byBy-laws or other organizational documents of the Subsidiaries of the Company do not contain any provision limiting or otherwise restricting the ability of the Company to control such its Subsidiaries. (b) Schedule 4.1(b) of the Company Disclosure Letter sets forth a complete and accurate list of the Subsidiaries and a description of the Company's direct or indirect equity interest(s) therein. Except for the Company's interest in the Subsidiaries and other than loans, extensions of credit or advances constituting trade receivables arising in the ordinary course of business consistent with past practice, or as set forth in Schedule 4.1(b) of the Company Disclosure Letter, neither the Company nor any of the Subsidiaries owns directly or indirectly any interest or investment (whether equity or debt) in, nor is the Company or any of the Subsidiaries subject to any obligation or requirement to provide for or to make any investment (whether equity or debt) to or in, any Person.

Due Organization, Good Standing and Corporate Power. Each of the Company and its Subsidiaries is a corporation duly incorporated (or, if not a corporation, duly organized), validly existing and in good standing under the laws of the jurisdiction of its incorporation incorpo- ration (or, if not a corporation, organization) and each such corporation Person has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not have a material adverse effect on the business, properties, assets, operations, results of operations or financial condition (the "Condition") of the . The Company and its Subsidiaries taken as a whole. Each 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 or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not reasonably be expected to have a material adverse effect Material Adverse Effect on the Condition of the Company and its Subsidiaries taken as a wholeCompany. The Company has has, prior to the date of this Agreement, made available to Parent and Sub complete and correct copies of the Company's Restated and Amended Certificate of Incorporation Incorporation, as amended, and the Company's Amended and Restated By-Laws of the Company laws and the comparable governing documents of each of its material Subsidiaries, in each case as amended to and in full force and effect as of the date of this Agreement. Other than as set forth in Section 3.01(a) Schedule 4.1 of the Company's disclosure letter (the "Company Disclosure Letter") delivered concurrently with the delivery of this Agreement, the respective certificates Certificates of incorporation Incorporation and by-By- laws or other organizational documents of the Subsidiaries of the Company do not contain any provision limiting or otherwise restricting the ability of the Company to control each Subsidiary of the Company having an aggregate fair market value in excess of $1,000,000 and in which (x) in the case of any such SubsidiariesSubsidiary that is organized as a partnership, the Company or any of its Subsidiaries is the general partner of such Subsidiary, (y) in the case of any such Subsidiary that is organized as a limited liability company, the Company has the right to appoint a majority of the managers of such Subsidiary, and (z) in the case of any such Subsidiary that is organized as a corporation, the Company has the right to appoint a majority of the members of the Board of Directors of such Subsidiary.

Due Organization, Good Standing and Corporate Power. Each of the Company and its Significant Subsidiaries is a corporation duly organized, validly existing and in good standing (with respect to jurisdictions which recognize the concept of good standing) under the laws of the jurisdiction of its incorporation and each such corporation Person has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would could not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the business, properties, assets, operations, results of operations or financial condition (the "Condition") of the Company Material Adverse Effect. The Company and each of its Subsidiaries taken as a whole. Each of the Company and its Significant 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 or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would could not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the Condition of the Company and its Subsidiaries taken as a whole. The Company has made available to Parent and Sub complete and correct copies of the Restated and Amended Certificate of Incorporation and By-Laws of the Company and the comparable governing documents of each of its Subsidiaries, in each case as amended to the date of this AgreementMaterial Adverse Effect. Other than as set forth in Section 3.01(a) 4.1 of the Company's disclosure letter (the "Company Disclosure Letter") delivered concurrently with the delivery of this Agreement, the respective certificates Certificates of incorporation Incorporation and byBy-laws Laws or other organizational documents of the Significant Subsidiaries of the Company do not contain any provision limiting or otherwise restricting the ability of the Company to control such its Significant Subsidiaries. Section 4.1 of the Company Disclosure Letter sets forth a list of all Significant Subsidiaries of the Company and their respective jurisdictions of incorporation or organization and identifies the Company's (direct or indirect) percentage of equity ownership therein.

Due Organization, Good Standing and Corporate Power. Each of the Company and its Subsidiaries (a) Trident is a corporation limited by shares (Aktiengesellschaft) that is duly organized and validly existing under the Laws of Switzerland with its legal seat in the Canton of Schaffhausen, Switzerland. Fountain is a corporation limited by shares (Aktiengesellschaft) that is duly organized and validly existing under the Laws of Switzerland with its legal seat in the Canton of Schaffhausen, Switzerland. Each Fountain Sub is a corporation or other entity duly organized, validly existing and in good standing (where applicable) under the laws Laws of the jurisdiction of its incorporation or organization, except where the failure to be in good standing would not reasonably be expected to have, individually or in the aggregate, a Fountain Business MAE. AcquisitionCo is a corporation duly incorporated, validly existing and each such in good standing under the Laws of the State of Delaware. Merger Sub is a corporation has duly incorporated, validly existing and in good standing under the Laws of the State of Minnesota. Trident and its Subsidiaries have all requisite corporate power and authority to own, lease and operate its properties their respective properties, rights and Assets that shall be contributed to the Fountain Group pursuant to the Separation Agreement or any Ancillary Agreement and to carry on its business the Fountain Business as it is now being conducted, except where the failure to be so organized, existing . Trident and in good standing or to have such power and authority would not have a material adverse effect on the business, properties, assets, operations, results each of operations or financial condition (the "Condition") of the Company and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing (to the extent such concept is recognized in the applicable jurisdiction) in each jurisdiction in which the property properties, rights or Assets owned, leased or operated by it the Fountain Business that shall be contributed to the Fountain Group pursuant to the Separation Agreement or any Ancillary Agreement or the nature of the business Fountain Business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not have reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Condition Fountain Business MAE. (b) Section 2.01(b) of the Company Trident Disclosure Letter sets forth, as of the date hereof, a list of the Fountain Subs and its Subsidiaries taken their respective jurisdictions of incorporation or organization. All of the outstanding shares of capital stock of, or other equity interests in, each Fountain Sub are duly authorized, validly issued, fully paid and nonassessable and will be, as a wholeof the Separation, owned directly or indirectly by Fountain, free and clear of all Security Interests other than restrictions under the Securities Act or imposed by applicable Law. The Company Trident has delivered or made available to Parent and Sub complete and correct copies of the Restated and Amended Certificate of Incorporation and By-Laws of the Company and the comparable governing documents of each of its SubsidiariesPatriot, in each case as amended prior to the date of this Agreement. Other than as set forth in Section 3.01(a) of the Company's disclosure letter (the "Company Disclosure Letter") delivered concurrently with the delivery execution of this Agreement, the respective certificates of incorporation true and by-laws or other organizational documents complete copies of the Subsidiaries of Trident Organizational Documents and the Company do not contain any provision limiting or otherwise restricting the ability of the Company to control such SubsidiariesFountain Organizational Documents.

Due Organization, Good Standing and Corporate Power. Each of the Company and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing (with respect to jurisdictions which recognize the concept of good standing) under the laws of the jurisdiction of its incorporation and each such corporation Person has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would could not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the business, properties, assets, operations, results of operations or financial condition (the "Condition") of the Company Material Adverse Effect. The Company and its Subsidiaries taken as a whole. Each each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize the concept of good standing) in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would could not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the Condition of the Company and its Subsidiaries taken as a wholeMaterial Adverse Effect. The Company has made available to Parent and Sub complete and correct copies of the Restated and Amended Certificate of Incorporation and By-Laws laws of the Company Company, in each case as amended (if so amended) to the date of this Agreement, and has made available the comparable governing certificates of incorporation and by-laws or other organizational documents of each of its Subsidiaries, in each case as amended (if so amended) to the date of this Agreement. Other than as set forth in Section 3.01(a) 5.1 of the Company's disclosure letter (the "Company Disclosure Letter") delivered concurrently with the delivery of this AgreementSchedule, the respective certificates of incorporation and by-laws or other organizational documents of the Subsidiaries of the Company do not contain any provision limiting or otherwise restricting the ability of the Company to control such its Subsidiaries. Section 5.1 of the Company Disclosure Schedule sets forth a list of all Subsidiaries of the Company and their respective jurisdictions of incorporation or organization and identifies the Company's (direct or indirect) percentage of equity ownership therein.

Due Organization, Good Standing and Corporate Power. Each of the (a) The Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporation and each such corporation has all requisite corporate Delaware, with full power and authority to conduct the Business and the School as it is currently being conducted and to own, lease and operate or license, as applicable, its properties and to carry on its business as now being conducted, except where the failure to be so Assets. MIAT is a corporation duly organized, validly existing and in good standing or to have such under the laws of the State of Michigan, with full power and authority would not have a material adverse effect on to operate the businessSchool as it is currently being operated and to own, propertieslease or license, as applicable, its assets, operations, results of operations or financial condition (the "Condition". Section 6.1(a)(i) of the Company and its Subsidiaries taken as a whole. Each of Disclosure Memorandum sets forth each jurisdiction in which the Company and its Subsidiaries is duly licensed or qualified or licensed to do business business, including foreign qualifications, and is the Company and its Subsidiaries are duly licensed and are in good standing in each jurisdiction in which the property owned, leased or operated by it Assets or the nature operation of the business Business as currently conducted by it makes make such licensing or qualification necessary. True, except correct and complete copies of the Company’s and its Subsidiaries’ Organizational Documents, minute books (containing all records with respect to any actions taken by the board of directors of the Company, any committees thereof and the Company’s stockholders), and stock transfer books and similar Records have been Made Available to the Purchaser. The Company’s and its Subsidiaries’ Organizational Documents are in such jurisdictions where full force and effect, and none of the failure to be so qualified Seller, the Company or licensed the Company’s Subsidiaries is in violation of any of the provisions of its Organizational Documents. Other than MIAT and CTA, the Company does not have, and has never had any Subsidiaries and does not, directly or indirectly, own any interest in any other corporation, partnership, limited liability company, limited partnership, joint venture or other business association or entity. Other than holding the issued and outstanding shares of capital stock of MIAT and CTA, the Company has no operations, assets or liabilities in excess of $50,000 in the aggregate. Except as set forth on Section 6.1(a)(ii) of the Disclosure Memorandum, MIAT has not, or has ever had, any Subsidiaries and MIAT does not own, directly or indirectly, any interest in any other corporation, partnership, limited liability company, limited partnership, joint venture or other business association or entity. (b) The Seller is a corporation duly organized, validly existing and in good standing would not have a material adverse effect on under the Condition laws of the Company State of Delaware, with full power and authority to conduct its Subsidiaries taken business as a whole. The Company has made available it is currently being conducted and to Parent and Sub complete and correct copies of the Restated and Amended Certificate of Incorporation and By-Laws of the Company and the comparable governing documents of each of own, lease or license, as applicable, its Subsidiaries, in each case as amended to the date of this Agreement. Other than as set forth in Section 3.01(a) of the Company's disclosure letter (the "Company Disclosure Letter") delivered concurrently with the delivery of this Agreement, the respective certificates of incorporation and by-laws or other organizational documents of the Subsidiaries of the Company do not contain any provision limiting or otherwise restricting the ability of the Company to control such Subsidiariesassets.

Due Organization, Good Standing and Corporate Power. Except as set forth in Section 3.1(a) of the Company Disclosure Letter, none of the Company nor any Subsidiary of the Company (the “Company Subsidiaries”) owns any equity interest (other than the Company Subsidiaries) in any Person. Each of the Company and its the Company Subsidiaries is a corporation corporation, duly organizedincorporated, validly existing and in good standing (or the equivalent thereof) under the laws of the jurisdiction its state of its incorporation or organization and each such corporation has all requisite power (corporate power or otherwise) and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing . The Company and in good standing or to have such power and authority would not have a material adverse effect on the business, properties, assets, operations, results of operations or financial condition (the "Condition") each of the Company and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction set forth on Section 3.1(a) of the Company Disclosure Letter opposite its name. Section 3.1(a) of the Company Disclosure Letter lists as of the date hereof all jurisdictions in which the property owned, leased or operated by it the Company or any of the Company Subsidiaries, or the nature of the business conducted by it the Company or any of the Company Subsidiaries makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not have be reasonably likely to have, individually or in the aggregate, a material adverse effect on the Condition of the Company and its Subsidiaries taken as a wholeMaterial Adverse Effect. The Company has made available to Parent and Sub prior to the date hereof complete and correct accurate copies of the Restated Company’s certificate of incorporation and Amended Certificate of Incorporation and Byby-Laws of the Company laws and the comparable governing documents of each of its the Company Subsidiaries, in each case case, as amended to and in full force and effect as of the date of this Agreement. Other than as set forth in Section 3.01(a) of the Company's disclosure letter (the "Company Disclosure Letter") delivered concurrently with the delivery of this Agreement, the respective certificates of incorporation and by-laws or other organizational documents of the Subsidiaries of the Company do not contain any provision limiting or otherwise restricting the ability of the Company to control such Subsidiarieshereof.

Due Organization, Good Standing and Corporate Power. Each of the Company and its Subsidiaries each of Communications Supply Corporation, a Connecticut corporation (“CSC”), Cxxxxxx Wire & Cable Corporation, a Delaware corporation (“Cxxxxxx”) and Liberty Wire & Cable, Inc., a Delaware corporation (“Liberty” and, collectively with CSC and Cxxxxxx, the “Company Subsidiaries”) is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the its jurisdiction of its incorporation organization and each such corporation has all requisite power (corporate power or otherwise) and authority to own, lease and operate its properties and to carry on its business as and where such is now being conducted, except where the failure to be so organized, existing . The Company and in good standing or to have such power and authority would not have a material adverse effect on the business, properties, assets, operations, results of operations or financial condition (the "Condition") each of the Company and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction set forth in Section 3.1 of the Company Disclosure Letter. Section 3.1 of the Company Disclosure Letter lists all jurisdictions in which the property owned, leased or operated by it the Company or any of the Company Subsidiaries, or the nature of the business conducted by it the Company or any of the Company Subsidiaries makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would does not have have, individually or in the aggregate, a material adverse effect Material Adverse Effect on the Condition of the Company and its Subsidiaries taken as a wholeCompany. The Company has made available to Parent and Sub prior to the date hereof complete and correct copies of the Restated Company’s certificate of incorporation and Amended Certificate the Company’s bylaws and the certificate of Incorporation incorporation and By-Laws bylaws of each of the Company and the comparable governing documents of each of its Subsidiaries, in each case case, as amended to and in full force and effect as of the date of this Agreement. Other than as set forth in Section 3.01(a) of the Company's disclosure letter (the "Company Disclosure Letter") delivered concurrently with the delivery of this Agreement, the respective certificates of incorporation and by-laws or other organizational documents of the Subsidiaries of the Company do not contain any provision limiting or otherwise restricting the ability of the Company to control such Subsidiarieshereof.

Due Organization, Good Standing and Corporate Power. Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and each such corporation has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not have a material adverse effect on the business, properties, assets, operations, results of operations or financial condition (the "Condition") of the Company and its Subsidiaries taken as a whole. 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 or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not have a Material Adverse Effect on the Company. For the purposes of this Agreement, "Material Adverse Effect" on any Person means a material adverse effect on the Condition business, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise) or prospects of the Company Person and its Subsidiaries taken as a whole. The Company has made available whole (i) except to Parent and Sub complete and correct copies the extent resulting from (A) any change in general United States or global economic conditions or general economic conditions in industries in which the Person competes, or (B) the announcement of the Restated transaction contemplated herein or any action required to be taken pursuant to the terms hereof, and Amended Certificate of Incorporation and By-Laws of (ii) except that the term Material Adverse Effect shall not include, with respect to the Company and the comparable governing documents of each of its Subsidiaries, (A) any decreases in each case as amended to the date of this Agreement. Other than as set forth in Section 3.01(a) of the Company's disclosure letter stock price in and of itself or (B) any deterioration in the Company's financial condition which is a direct and proximate result of its agreements with Hebei United Telecommunication Equipment Co. The term "Company Disclosure Letter") delivered concurrently with the delivery of Subsidiary," as used in this Agreement, the respective certificates of incorporation and by-laws or other organizational documents of the Subsidiaries of refers to any Person in which the Company do not contain owns any provision limiting or otherwise restricting the ability of the Company to control such Subsidiariesequity interest and shall include all joint ventures.

Due Organization, Good Standing and Corporate Power. Each (a) Seller is a limited liability company duly organized and validly existing under the Laws of the Company State of Delaware and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and each such corporation has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not have a material adverse effect on the business, properties, assets, operations, results of operations or financial condition (the "Condition") of the Company and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries Seller is duly qualified or licensed to do business and is in good standing (or the equivalent thereof) in each jurisdiction in which the property ownedcharacter or location of the properties it owns, leased leases or operated by it operates or the nature of the business conducted by it conducts makes such qualification qualification, license or good standing (or the equivalent thereof) necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing (or the equivalent thereof) would not have a material adverse effect on prevent or materially delay the Condition consummation of the Company transactions contemplated hereby. (b) Merger Sub is a corporation duly incorporated and its Subsidiaries taken as a whole. The Company has made available to Parent and Sub complete and correct copies of validly existing under the Restated and Amended Certificate of Incorporation and By-Laws of the Company State of Delaware and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Merger Sub is duly qualified or licensed to do business and is in good standing (or the comparable governing documents of each of its Subsidiaries, equivalent thereof) in each case as amended to jurisdiction in which the date of this Agreement. Other than as set forth in Section 3.01(a) character or location of the Company's disclosure letter (properties it owns, leases or operates or the "Company Disclosure Letter") delivered concurrently with the delivery of this Agreement, the respective certificates of incorporation and by-laws or other organizational documents nature of the Subsidiaries business it conducts makes such qualification, license or good standing (or the equivalent thereof) necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing (or the equivalent thereof) would not prevent or materially delay the consummation of the Company do not contain any provision limiting or otherwise restricting the ability of the Company to control such Subsidiariestransactions contemplated hereby.

Due Organization, Good Standing and Corporate Power. Each (i) FSCI and, as of the Company Effective Time, a subsidiary of FSCI ("FSCI Sub") formed solely to serve as a partner in the REWJB Gas Investments, a Florida general partnership (the "Gas Partnership"), Farm Stores Grocery, Inc., a Delaware corporation in which FSCI will own as of the Effective Time ten percent (10%) of the issued and its Subsidiaries is outstanding stock ("FSG"), a corporation subsidiary of FSG ("FSG Sub") formed solely to serve as a partner in REWJB Investments, a Florida general partnership (the "Drive-Thru Partnership" and, together with the Gas Partnership, the "Partnerships"), are each corporations duly organizedincorporated, validly existing existing, and in good standing under the laws of the jurisdiction their respective jurisdictions of its incorporation and each such corporation has have all requisite corporate power and authority to own, lease and operate its their respective properties and to carry on its business their respective businesses as now being conducted. FSCI, except where the failure to be so organizedFSCI Sub, existing FSG, and in good standing or to have such power and authority would not have a material adverse effect on the business, properties, assets, operations, results of operations or financial condition (the "Condition") of the Company and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is FSG Sub are duly qualified or licensed to do business and is are in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not have a material adverse effect on the Condition of the Company and its Subsidiaries taken FSCI, FSCI Sub, FSG, FSG Sub, as a whole. The Company has made available to Parent and Sub complete and correct copies appropriate. (ii) Each of the Restated Partnerships has been duly formed and Amended Certificate of Incorporation and By-Laws is validly existing under the laws of the Company jurisdiction of its organization and has all requisite power and authority to own, lease and operate its properties and carry on its business as now being conducted. Each of the comparable governing documents of Partnerships 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 each of its Subsidiaries, in each case as amended to the date of this Agreement. Other than as set forth in Section 3.01(a) Partnerships or the nature of the Company's disclosure letter (business conducted by the "Company Disclosure Letter") delivered concurrently with Partnerships makes such qualification necessary, except in such jurisdictions where the delivery of this Agreement, failure to be so qualified or licensed and in good standing would not have a material adverse effect on the respective certificates of incorporation and by-laws or other organizational documents Condition of the Subsidiaries of the Company do not contain any provision limiting or otherwise restricting the ability of the Company to control such SubsidiariesPartnerships.

Due Organization, Good Standing and Corporate Power. Each of the (i) The Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and each such corporation has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not have a material adverse effect on the business, properties, assets, operations, results of operations or financial condition (the "Condition") of the . The Company and its Subsidiaries taken as a whole. 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 or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would could not reasonably be expected, individually or in the aggregate, to have a material adverse effect Material Adverse Effect on the Condition of the Company and its Subsidiaries taken as a wholeCompany. The Company has made available to Parent and Sub complete and correct copies of the Restated and Amended Certificate of Incorporation and By-Laws of the Company and the comparable governing documents of each of its Subsidiaries, in each case as amended to the date of this Agreement. Other than as set forth in Section 3.01(a) of the Company's disclosure letter (the "Company Disclosure Letter") delivered concurrently with the delivery of this Agreement, the respective certificates of incorporation and by-laws or other organizational documents of the Subsidiaries Constitutive Documents of the Company do not contain any provision limiting or otherwise restricting the ability of the Company to control its Subsidiaries. The Company Disclosure Schedule sets forth a list of all Subsidiaries of the Company and their respective jurisdictions of incorporation or organization and identifies the Company's (direct or indirect) percentage of equity ownership therein. (ii) Each Subsidiary is a corporation duly organized, validly existing and in good standing (with respect to jurisdictions which recognize the concept of good standing) under the laws of the jurisdiction of its incorporation and each has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority could not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect on the Company. Each 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 or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company. The respective Constitutive Documents of the Subsidiaries do not contain any provision limiting or otherwise restricting the ability of the Company to control its Subsidiaries.

Due Organization, Good Standing and Corporate Power. Each Parent ------------- --------------------------------------------------- and each of the Company and its Subsidiaries is a corporation or legal entity duly organized, validly existing and in good standing (with respect to jurisdictions which recognize the concept of good standing) under the laws of the jurisdiction of its incorporation and each such corporation Person has all requisite corporate corporate, partnership or similar power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would could not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the business, properties, assets, operations, results Parent Material Adverse Effect. Parent and each of operations or financial condition (the "Condition") of the Company and its Subsidiaries taken as a whole. 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 or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the Condition of the Company and its Subsidiaries taken as a whole. The Company has made available to Parent and Sub complete and correct copies of the Restated and Amended Certificate of Incorporation and By-Laws of the Company and the comparable governing documents of each of its Subsidiaries, in each case as amended to the date of this AgreementMaterial Adverse Effect. Other than as set forth in Section 3.01(a) 6.01 of the Company's disclosure letter (the "Company Parent Disclosure Letter") delivered concurrently with the delivery of this AgreementSchedule, the respective certificates Articles of incorporation Incorporation and byBy-laws Laws or other organizational documents of the Subsidiaries of the Company Parent do not contain any provision limiting or otherwise restricting the ability of the Company Parent to control such Subsidiaries. As soon as practicable after the date hereof Parent will provide the Company with a list of all Subsidiaries of Parent and their respective jurisdictions of incorporation or organization which identifies Parent's (direct or indirect) percentage of equity ownership therein. The copies of Parent's Articles of Incorporation and By-Laws that are set forth as exhibits to Parent's Form 10-K for the year ended January 1, 2000 are complete and correct copies thereof. Such Articles of Incorporation and By-Laws are in full force and effect on the date hereof, and have not been amended, modified or rescinded.

Due Organization, Good Standing and Corporate Power. Each of the Company Seller and its Subsidiaries is a corporation Obligees are corporations duly organized, validly existing and in good standing under the laws Laws of the its jurisdiction of incorporation. Seller and its incorporation and each such corporation has all Subsidiaries have the requisite corporate power and authority to own, lease and operate its their properties and that will be Conveyed to Acquiror, to carry on its business the Rochas Business as now being conductedconducted and to enter into and perform its obligations under this Agreement and/or the Ancillary Agreements to which it is, except where or will be at Closing, a party and to consummate the failure to be so organized, existing transactions contemplated hereby and in good standing or to have such power thereby. Seller and authority would not have a material adverse effect on the business, properties, assets, operations, results each of operations or financial condition (the "Condition") of the Company and its Subsidiaries taken as a whole. 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 the Rochas Business that will be Conveyed to Acquiror or the nature of the business Rochas Business conducted by it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing has not had and would not have reasonably be expected to have, individually or in the aggregate, a material adverse effect on Rochas Business MAE. Neither the Condition Seller nor any of the Company and its Subsidiaries has taken as any step with a whole. The Company has view to a suspension of payments or a moratorium of any indebtedness nor have any of them made available to Parent and Sub complete and correct copies any voluntary arrangement with any of the Restated and Amended Certificate of Incorporation and By-Laws of the Company and the comparable governing documents of each of its Subsidiariestheir creditors, in each case as amended with respect to the date of this AgreementRochas Business. Other than as set forth in Section 3.01(a) As of the Company's disclosure letter (the "Company Disclosure Letter") delivered concurrently with the delivery of this Agreement, the respective certificates of incorporation date hereof and by-laws or other organizational documents as of the Closing Date, neither the Seller nor any of its Subsidiaries of the Company do not contain Conveying any provision limiting Acquired Assets or otherwise restricting the ability of the Company Assumed Liabilities is insolvent or unable to control such Subsidiariespay its debts as they fall due.

Due Organization, Good Standing and Corporate Power. Each of the The Company and each of its Subsidiaries is a corporation or legal entity duly organized, validly existing and in good standing (with respect to jurisdictions which recognize the concept of good standing) under the laws of the jurisdiction of its incorporation and each such corporation Person has all requisite corporate corporate, partnership or similar power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would could not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the business, properties, assets, operations, results of operations or financial condition (the "Condition") of the Company Material Adverse Effect. The Company and its Subsidiaries taken as a whole. Each 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 or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the Condition of the Company and its Subsidiaries taken as a whole. The Company has made available to Parent and Sub complete and correct copies of the Restated and Amended Certificate of Incorporation and By-Laws of the Company and the comparable governing documents of each of its Subsidiaries, in each case as amended to the date of this AgreementMaterial Adverse Effect. Other than as set forth in Section 3.01(a) 5.01 of the Company's disclosure letter (the "Company Disclosure Letter") delivered concurrently with the delivery of this AgreementSchedule, the respective certificates Articles of incorporation Incorporation and byBy-laws Laws or other organizational documents of the Significant Subsidiaries of the Company do not contain any provision limiting or otherwise restricting the ability of the Company to control such Subsidiaries. As soon as practicable after the date hereof the Company will provide Parent with a list of all Subsidiaries of the Company and their respective jurisdictions of incorporation or organization which identifies the Company's (direct or indirect) percentage of equity ownership therein. The copies of the Company's Articles of Incorporation and By-Laws that are set forth as exhibits to the Company's Form 10-K for the year ended December 26, 1999 are complete and correct copies thereof. Such Articles of Incorporation and By-Laws are in full force and effect on the date hereof, and have not been amended, modified or rescinded.

Due Organization, Good Standing and Corporate Power. Each of the The ------------- --------------------------------------------------- Company and each of its Subsidiaries is a corporation or legal entity duly organized, validly existing and in good standing (with respect to jurisdictions which recognize the concept of good standing) under the laws of the jurisdiction of its incorporation and each such corporation Person has all requisite corporate corporate, partnership or similar power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would could not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the business, properties, assets, operations, results of operations or financial condition (the "Condition") of the Company Material Adverse Effect. The Company and its Subsidiaries taken as a whole. Each 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 or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the Condition of the Company and its Subsidiaries taken as a whole. The Company has made available to Parent and Sub complete and correct copies of the Restated and Amended Certificate of Incorporation and By-Laws of the Company and the comparable governing documents of each of its Subsidiaries, in each case as amended to the date of this AgreementMaterial Adverse Effect. Other than as set forth in Section 3.01(a) 5.01 of the Company's disclosure letter (the "Company Disclosure Letter") delivered concurrently with the delivery of this AgreementSchedule, the respective certificates Articles of incorporation Incorporation and byBy-laws Laws or other organizational documents of the Significant Subsidiaries of the Company do not contain any provision limiting or otherwise restricting the ability of the Company to control such Subsidiaries. As soon as practicable after the date hereof the Company will provide Parent with a list of all Subsidiaries of the Company and their respective jurisdictions of incorporation or organization which identifies the Company's (direct or indirect) percentage of equity ownership therein. The copies of the Company's Articles of Incorporation and By-Laws that are set forth as exhibits to the Company's Form 10-K for the year ended December 26, 1999 are complete and correct copies thereof. Such Articles of Incorporation and By-Laws are in full force and effect on the date hereof, and have not been amended, modified or rescinded.

Due Organization, Good Standing and Corporate Power. Each of the The Company and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and each such corporation has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not have a material adverse effect on the business, properties, assets, operations, results of operations or financial condition (the "Condition") of the . The Company and its Subsidiaries taken as a whole. Each 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 or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would has not have had, and could not reasonably be expected to have, a material adverse effect Material Adverse Effect on the Condition of the Company and its Subsidiaries taken as a wholeCompany. The Company has made available to Parent and Sub complete and correct copies of the Restated and Amended Certificate of Incorporation and By-Laws of the Company and the comparable governing documents of each of its Subsidiaries, in each case as amended to the date of this Agreement. Other than as set forth in Section 3.01(a) All such jurisdictions are identified on Schedule 4.1 of the Company's disclosure letter (the "Company Disclosure Letter") delivered concurrently with the delivery of this Agreement. The Company has, prior to the date of this Agreement, made available to Parent complete and correct copies of the Company's Certificate of Incorporation and Company's By-Laws and the comparable governing documents of each of its material Subsidiaries, in each case as amended and in full force and effect as of the date of this Agreement. Other than as set forth on Schedule 4.1 of the Company's Disclosure Letter, the respective certificates Certificates of incorporation Incorporation and byBy-laws Laws or other organizational documents of the Subsidiaries of the Company do not contain any provision limiting or otherwise restricting the ability of the Company to control such its Subsidiaries.

Due Organization, Good Standing and Corporate Power. (a) Each Seller is duly organized, validly existing, and in good standing under the Legal Requirements of its state of organization with full limited liability company power and authority to enter into this Agreement and the Transaction Documents to which such Seller is a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each Seller of this Agreement and any Transaction Document to which such Seller is a party, the performance by such Seller of its obligations hereunder and thereunder, and the consummation by such Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite trust or other action on the part of such Seller. This Agreement has been duly executed and delivered by each Seller, and (assuming due authorization, execution, and delivery by Purchaser) this Agreement constitutes a legal, valid, and binding obligation of each Seller enforceable against each Seller in accordance with its terms, except to the extent that such enforcement may be limited by the Enforceability Exceptions. When each other Transaction Document to which a Seller is or will be a party has been duly executed and delivered by such Seller (assuming due authorization, execution, and delivery by each other party thereto), such document will constitute a legal and binding obligation of such Seller enforceable against it in accordance with its terms, except to the extent that such enforcement may be limited by the Enforceability Exceptions. (b) The Company and its Subsidiaries is a corporation duly organized, validly existing existing, and in good standing under the laws of the jurisdiction State of its incorporation and each such corporation has all requisite Delaware, with full corporate power and authority to conduct the Business and the School as it is currently being conducted and to own, lease and operate lease, or license, as applicable, its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not have a material adverse effect on the business, properties, assets, operations, results of operations or financial condition (the "Condition"Assets. Section 6.1(b) of the Disclosure Memorandum sets forth each jurisdiction in which the Company and its Subsidiaries taken as a whole. Each of are licensed or qualified to do business, including foreign qualifications, and the Company and its Subsidiaries is are duly qualified or licensed to do business and is are in good standing in each jurisdiction in which the property owned, leased or operated by it Assets or the nature operation of the business Business as currently conducted by it makes such licensing or qualification necessary. True, except correct, and complete copies of the Company’s and Subsidiaries’ Organizational Documents, minute books (containing all records with respect to any actions taken by the board of directors of the Company, any committees thereof, and the Company’s stockholders), and stock transfer books and similar Records have been Made Available to the Purchaser. The Company’s and its Subsidiaries’ Organizational Documents are in such jurisdictions where the failure to be so qualified or licensed full force and in good standing would not have a material adverse effect on the Condition effect, and none of the Company and its or the Company’s Subsidiaries taken as a whole. The Company has made available to Parent and Sub complete and correct copies is in violation of any of the Restated and Amended Certificate of Incorporation and By-Laws of the Company and the comparable governing documents of each provisions of its Subsidiaries, in each case as amended to the date of this AgreementOrganizational Documents. Other than as the Subsidiaries set forth in on Section 3.01(a6.1(b) of the Company's disclosure letter (the "Company Disclosure Letter") delivered concurrently with the delivery of this AgreementMemorandum, the respective certificates of incorporation and by-laws Company does not, directly or indirectly, own any interest in any other corporation, partnership, limited liability company, limited partnership, joint venture, or other organizational documents of the Subsidiaries of the Company do not contain any provision limiting business association or otherwise restricting the ability of the Company to control such Subsidiariesentity.

Due Organization, Good Standing and Corporate Power. Each Subsidiary of the Company (together, the “Company Subsidiaries”), together with the jurisdiction of organization of each such Subsidiary and the percentage of the outstanding capital stock or other equity interests of each such Subsidiary owned by the Company, each other Subsidiary of the Company and its any other person, is set forth on Schedule 3.1. The Company and each of the Company Subsidiaries is a corporation duly organized, validly existing and in good standing (or equivalent) under the laws Laws of the its jurisdiction of its incorporation organization and each such corporation has all requisite power (corporate power or otherwise) and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing . The Company and in good standing or to have such power and authority would not have a material adverse effect on the business, properties, assets, operations, results of operations or financial condition (the "Condition") each of the Company and its Subsidiaries taken as a whole. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction set forth on Schedule 3.1 opposite its name. Schedule 3.1 lists as of the date hereof all jurisdictions in which the property owned, leased or operated by it the Company or any of the Company Subsidiaries, or the nature of the business conducted by it the Company or any of the Company Subsidiaries makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not have be reasonably likely to have, individually or in the aggregate, a material adverse effect on the Condition of the Company and its Subsidiaries taken as a wholeMaterial Adverse Effect. The Company has made available to Parent and Sub complete and correct prior to the date hereof copies of the Restated Company’s certificate of incorporation and Amended Certificate of Incorporation and Bythe Company’s by-Laws of the Company laws and the comparable governing documents of each of its the Company Subsidiaries, in each case case, as amended to and in full force and effect as of the date hereof. Neither the Company nor any Company Subsidiary is in violation in any material respect of this Agreement. Other than as set forth in Section 3.01(a) any of the Company's disclosure letter (the "Company Disclosure Letter") delivered concurrently with the delivery provisions of this Agreement, the respective certificates its certificate of incorporation and or by-laws or other organizational documents of the Subsidiaries of the Company do not contain any provision limiting or otherwise restricting the ability of the Company to control such Subsidiarieslaws.

Due Organization, Good Standing and Corporate Power. Each of the Company and its Significant Subsidiaries is a corporation duly organized, validly existing and in good standing (with respect to jurisdictions which recognize the concept of good standing) under the laws of the jurisdiction of its incorporation and each such corporation Person has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would could not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the business, properties, assets, operations, results of operations or financial condition (the "Condition") of the Company Material Adverse Effect. The Company and each of its Subsidiaries taken as a whole. Each of the Company and its Significant 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 or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would could not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the Condition of the Company and its Subsidiaries taken as a whole. The Company has made available to Parent and Sub complete and correct copies of the Restated and Amended Certificate of Incorporation and By-Laws of the Company and the comparable governing documents of each of its Subsidiaries, in each case as amended to the date of this AgreementMaterial Adverse Effect. Other than as set forth in Section 3.01(a) 5.01 of the Company's disclosure letter (the "Company Disclosure Letter") delivered concurrently with the delivery of this Agreement, the respective certificates Certificates of incorporation Incorporation and byBy-laws Laws or other organizational documents of the Significant Subsidiaries of the Company do not contain any provision limiting or otherwise restricting the ability of the Company to control such its Significant Subsidiaries. Section 5.01 of the Company Disclosure Letter sets forth a list of all Significant Subsidiaries of the Company and their respective jurisdictions of incorporation or organization and identifies the Company's (direct or indirect) percentage of equity ownership therein.