Common use of Existence; Good Standing; Authority; Compliance With Law Clause in Contracts

Existence; Good Standing; Authority; Compliance With Law. (i) Target is a corporation duly incorporated, validly existing under the laws of the State of Maryland and in good standing with the SDAT. Target is duly qualified or licensed to do business as a foreign entity and is in good standing under the laws of any other jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary. Target has all requisite corporate power and authority to own, operate, lease and encumber the Target Properties and carry on its business as now conducted. (ii) Section 6.02(a)(ii) of the Target Disclosure Letter sets forth as of the Closing Date: (i) each Subsidiary of Target (each, a “Target Subsidiary,” and collectively, the “Target Subsidiaries”); (ii) the legal form of each Target Subsidiary, including the state of formation; and (iii) the identity and ownership interest of each of the Target Subsidiaries that is held by Target or a Target Subsidiary. (iii) Each of the Target Subsidiaries is duly organized, validly existing and is in good standing under the laws of the State of Maryland. Each of the Target Subsidiaries is duly qualified or licensed to do business and in good standing under the laws of each jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary. (iv) Except as set forth in Section 6.02(a)(iv) of the Target Disclosure Letter, as of the Closing Date all of the outstanding voting securities or other interests of each of the Target Subsidiaries have been validly issued and are (i) fully paid and nonassessable and (ii) owned, directly or indirectly, free and clear of any Lien (including any restriction on the right to vote or sell the same, except as may be provided as a matter of Law), and all voting interests in each of the Subsidiaries that is a partnership, joint venture, limited liability company or trust which are owned by Target, by one of the Target Subsidiaries or by Target and one of the Target Subsidiaries, are owned free and clear of any Lien (including any restriction on the right to vote or sell the same, except as may be provided as a matter of Law). (v) Target has previously made available to Acquiror true and complete copies of the (i) Target Charter and the Target Bylaws, each as amended through the date hereof, (ii) minute books of meetings of the Target’s Board and (iii) organizational documents of the Target Subsidiaries, each as amended through the date hereof. (vi) Section 6.02(a)(vi) of the Target Disclosure Letter sets forth as of the date hereof each Subsidiary of Target; the legal form of such Subsidiary, including the state of formation, and the identity and ownership interest of each of the Subsidiaries held directly or indirectly by Target.

Existence; Good Standing; Authority; Compliance With Law. (ia) Target Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Maryland and in good standing with the SDATDelaware. Target Seller is duly licensed or qualified or licensed to do business as a foreign entity and is in good standing under the laws of any other jurisdiction state of the United States in which the character of the properties owned, owned or leased or operated by it therein or in which the transaction of its business makes such qualification necessary (which states are listed in Section 5.1 of the Seller Disclosure Letter) other than in such jurisdictions where the failure to so qualify has not had or licensing necessarywould not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, results of operations, properties, assets, liabilities (contingent or otherwise) or financial condition of Seller and the Seller Subsidiaries taken as a whole, excluding from the foregoing any effect resulting directly from (i) general changes in the economy or financial markets of the United States or in the video-gaming industry in which Seller operates other than those that would have a disproportionate effect, relative to other industry participants, on the Seller, or (ii) any acts of terrorism or war (whether or not declared) other than those that would have a disproportionate effect, relative to other industry participants, on the Seller, or (iii) continued financial losses incurred by Seller consistent with the projections attached in Section 5.1 of the Seller Disclosure Letter, or (iv) any action or inaction required of Seller under Article 7 hereof, (a “Seller Material Adverse Effect”). Target Seller has all requisite corporate power and authority to own, operate, lease and encumber the Target Properties its assets and properties and carry on its business as now conductedconducted and to own and use the properties and assets owned and used by it. The Seller has furnished to the Buyer complete and accurate copies of its Certificate of Incorporation and Bylaws each as amended to date. The Seller is not in violation of any provision of its Certificate of Incorporation or Bylaws, and such Certificate and Bylaws are in full force and effect. (iib) Section 6.02(a)(ii) Neither Seller nor any of the Target Disclosure Letter sets forth Seller Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which Seller or any Seller Subsidiary or any of their respective properties or assets is subject, except where such violation has not had or would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. Seller and the Seller Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable law or governmental regulations in connection with their business as of the Closing Date: now conducted (i) each Subsidiary of Target (each, a “Target Subsidiary,” and collectively, the “Target SubsidiariesPermits”); (ii) , except where the legal form of each Target Subsidiaryfailure to obtain any such license, including the state of formation; and (iii) the identity and ownership interest of each of the Target Subsidiaries that is held by Target permit or a Target Subsidiary. (iii) Each of the Target Subsidiaries is duly organizedauthorization or to take any such action, validly existing and is in good standing under the laws of the State of Maryland. Each of the Target Subsidiaries is duly qualified or licensed to do business and in good standing under the laws of each jurisdiction in which the character of the properties owned, leased or operated by it therein individually or in which the transaction of aggregate, has not had or could not reasonably be expected to have a Seller Material Adverse Effect. Seller has at all times conducted its business makes such qualification in compliance with the Permits except as, individually or licensing necessaryin the aggregate, could not reasonably be expected to have a Seller Material Adverse Effect. (iv) Except as set forth in Section 6.02(a)(iv) of the Target Disclosure Letter, as of the Closing Date all of the outstanding voting securities or other interests of each of the Target Subsidiaries have been validly issued and are (i) fully paid and nonassessable and (ii) owned, directly or indirectly, free and clear of any Lien (including any restriction on the right to vote or sell the same, except as may be provided as a matter of Law), and all voting interests in each of the Subsidiaries that is a partnership, joint venture, limited liability company or trust which are owned by Target, by one of the Target Subsidiaries or by Target and one of the Target Subsidiaries, are owned free and clear of any Lien (including any restriction on the right to vote or sell the same, except as may be provided as a matter of Law). (v) Target has previously made available to Acquiror true and complete copies of the (i) Target Charter and the Target Bylaws, each as amended through the date hereof, (ii) minute books of meetings of the Target’s Board and (iii) organizational documents of the Target Subsidiaries, each as amended through the date hereof. (vi) Section 6.02(a)(vi) of the Target Disclosure Letter sets forth as of the date hereof each Subsidiary of Target; the legal form of such Subsidiary, including the state of formation, and the identity and ownership interest of each of the Subsidiaries held directly or indirectly by Target.

Existence; Good Standing; Authority; Compliance With Law. (ia) Target PAHOC is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Maryland and in good standing with the SDATDelaware. Target PAHOC is duly licensed or qualified or licensed to do business as a foreign entity corporation and is in good standing under the laws of any other jurisdiction state of the United States in which the character of the properties owned, owned or leased or operated by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so licensed or licensing necessaryqualified could not have a material adverse effect on the combined business, assets, prospects, results of operations or financial condition of PAHOC and the subsidiaries of PAHOC (the "PAHOC Subsidiaries") and Patriot and the subsidiaries of Patriot (the "Patriot Subsidiaries") taken as a whole (a "PAHOC/Patriot Material Adverse Effect"). Target PAHOC has all requisite corporate power and authority to own, operate, lease and encumber the Target Properties its properties and carry on its business as now conducted. (ii) Section 6.02(a)(ii) of the Target Disclosure Letter sets forth as of the Closing Date: (i) each Subsidiary of Target (each, a “Target Subsidiary,” and collectively, the “Target Subsidiaries”); (ii) the legal form of each Target Subsidiary, including the state of formation; and (iii) the identity and ownership interest of each of the Target Subsidiaries that is held by Target or a Target Subsidiary. (iiib) Each of the Target Subsidiaries PAHOC Subsidiary is a corporation or partnership duly incorporated or organized, validly existing and is in good standing under the laws of the State of Maryland. Each of the Target Subsidiaries is duly qualified or licensed to do business and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate or partnership power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the character ownership of its property or the properties owned, leased or operated by it therein or in which the transaction conduct of its business makes requires such qualification qualification, except for jurisdictions in which such failure to be so qualified or licensing necessaryto be in good standing would not have a PAHOC/Patriot Material Adverse Effect. (ivc) Except as set forth Copies of the certificate of incorporation or other charter documents and by-laws (and in Section 6.02(a)(iveach case, all amendments thereto) of PAHOC and Acquisition Sub as they exist on the Target Disclosure Letter, as of the Closing Date all of the outstanding voting securities or other interests of each of the Target Subsidiaries date hereof have been validly issued and are (i) fully paid and nonassessable and (ii) owned, directly delivered or indirectly, free and clear of any Lien (including any restriction on the right to vote or sell the same, except as may be provided as a matter of Law), and all voting interests in each of the Subsidiaries that is a partnership, joint venture, limited liability company or trust which are owned by Target, by one of the Target Subsidiaries or by Target and one of the Target Subsidiaries, are owned free and clear of any Lien (including any restriction on the right to vote or sell the same, except as may be provided as a matter of Law). (v) Target has previously made available to Acquiror true WHG and complete its counsel. All such copies of the (i) Target Charter are true, correct and the Target Bylaws, each as amended through the date hereof, (ii) minute books of meetings of the Target’s Board and (iii) organizational documents of the Target Subsidiaries, each as amended through the date hereofcomplete. (vi) Section 6.02(a)(vi) of the Target Disclosure Letter sets forth as of the date hereof each Subsidiary of Target; the legal form of such Subsidiary, including the state of formation, and the identity and ownership interest of each of the Subsidiaries held directly or indirectly by Target.

Existence; Good Standing; Authority; Compliance With Law. (ia) Target Each of Parent and MergerCo is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State jurisdiction of Maryland its incorporation. Except as set forth in Section 6.1 of Parent Disclosure Schedule, each of Parent and in good standing with the SDAT. Target MergerCo is duly licensed or qualified or licensed to do business as a foreign entity corporation and is in good standing under the laws of any other jurisdiction state of the United States in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, assets, properties, results of operations or financial condition of Parent and the Parent Subsidiaries (as defined herein) taken as a whole (a "Parent Material Adverse Effect"). Target Each of Parent and MergerCo has all requisite corporate power and authority to own, operate, lease and encumber the Target Properties its properties and carry on its business as now conducted. (ii) Section 6.02(a)(ii) of the Target Disclosure Letter sets forth as of the Closing Date: (i) each Subsidiary of Target (each, a “Target Subsidiary,” and collectively, the “Target Subsidiaries”); (ii) the legal form of each Target Subsidiary, including the state of formation; and (iii) the identity and ownership interest of each of the Target Subsidiaries that is held by Target or a Target Subsidiary. (iiib) Each of the Target Parent Subsidiaries is a corporation, partnership or limited liability company (or similar entity or association in the case of those Parent Subsidiaries organized and existing other than under the laws of a state of the United States) duly incorporated or organized, validly existing and is in good standing under the laws of its jurisdiction of incorporation or organization, has the State of Maryland. Each of the Target Subsidiaries corporate or other power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified or licensed to do business and is in good standing under the laws of in each jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except for jurisdictions in which such failures to be so qualified or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (ivc) Except as set forth in Section 6.02(a)(iv6.1(c) of the Target Parent Disclosure LetterSchedule, as neither Parent, MergerCo nor any of the Closing Date all Parent Subsidiaries is in violation of any order of any court, Governmental Entity or arbitration board or tribunal, or any Law, applicable to Parent, MergerCo or any Parent Subsidiary or by which any of their respective properties or assets is bound or affected by which violation would, individually or in the outstanding voting securities or other interests of each of aggregate, reasonably be expected to have a Parent Material Adverse Effect. Parent, MergerCo and the Target Parent Subsidiaries have been validly issued obtained all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, waivers, rights, certificates, approvals and orders of, and registrations required to be made with any Governmental Entity that are material to its business as it is now being or is intended to be conducted (i) fully paid and nonassessable and (ii) owned, directly or indirectly, free and clear of any Lien (including any restriction on the right to vote or sell the same, except as may be provided as a matter of Law"Parent Permits"), and all voting interests where the failure to obtain any such Parent Permits would not, individually or in each of the Subsidiaries that is aggregate, reasonably be expected to have a partnership, joint venture, limited liability company or trust which are owned by Target, by one of the Target Subsidiaries or by Target and one of the Target Subsidiaries, are owned free and clear of any Lien (including any restriction on the right to vote or sell the same, except as may be provided as a matter of Law)Parent Material Adverse Effect. (vd) Target has previously made available to Acquiror true and complete The copies of the Parent's Memorandum of Association (i"Parent Certificate") Target Charter and the Target Bylawsby-laws ("Parent ByLaws"), each as amended through the date hereofof this Agreement that are incorporated by reference in, (ii) minute books of meetings of as exhibits to the Target’s Board Parent's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 and (iii) all comparable corporate organizational documents of the Target Subsidiaries, each as amended through Parent Subsidiary made available to the date hereof. (vi) Section 6.02(a)(vi) Company by Parent are complete and correct copies of those documents. Such Memorandum of Association and by-laws and all comparable organizational documents of the Target Disclosure Letter sets forth as Parent Subsidiaries are in full force and effect. The Parent is not in violation of any of the date hereof each Subsidiary of Target; the legal form provisions of such Subsidiary, including the state Memorandum of formation, and the identity and ownership interest of each of the Subsidiaries held directly Association or indirectly by Targetby-laws.

Existence; Good Standing; Authority; Compliance With Law. (ia) Target Each of Parent and MergerCo is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State jurisdiction of Maryland its incorporation. Except as set forth in Section 6.1 of Parent Disclosure Schedule, each of Parent and in good standing with the SDAT. Target MergerCo is duly licensed or qualified or licensed to do business as a foreign entity corporation and is in good standing under the laws of any other jurisdiction state of the United States in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, assets, properties, results of operations or financial condition of Parent and the Parent Subsidiaries (as defined herein) taken as a whole (a "Parent Material --------------- Adverse Effect"). Target Each of Parent and MergerCo has all requisite corporate power -------------- and authority to own, operate, lease and encumber the Target Properties its properties and carry on its business as now conducted. (ii) Section 6.02(a)(ii) of the Target Disclosure Letter sets forth as of the Closing Date: (i) each Subsidiary of Target (each, a “Target Subsidiary,” and collectively, the “Target Subsidiaries”); (ii) the legal form of each Target Subsidiary, including the state of formation; and (iii) the identity and ownership interest of each of the Target Subsidiaries that is held by Target or a Target Subsidiary. (iiib) Each of the Target Parent Subsidiaries is a corporation, partnership or limited liability company (or similar entity or association in the case of those Parent Subsidiaries organized and existing other than under the laws of a state of the United States) duly incorporated or organized, validly existing and is in good standing under the laws of its jurisdiction of incorporation or organization, has the State of Maryland. Each of the Target Subsidiaries corporate or other power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified or licensed to do business and is in good standing under the laws of in each jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except for jurisdictions in which such failures to be so qualified or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (ivc) Except as set forth in Section 6.02(a)(iv6.1(c) of the Target Parent Disclosure LetterSchedule, as neither Parent, MergerCo nor any of the Closing Date all Parent Subsidiaries is in violation of any order of any court, Governmental Entity or arbitration board or tribunal, or any Law, applicable to Parent, MergerCo or any Parent Subsidiary or by which any of their respective properties or assets is bound or affected by which violation would, individually or in the outstanding voting securities or other interests of each of aggregate, reasonably be expected to have a Parent Material Adverse Effect. Parent, MergerCo and the Target Parent Subsidiaries have been validly issued obtained all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, waivers, rights, certificates, approvals and orders of, and registrations required to be made with any Governmental Entity that are material to its business as it is now being or is intended to be conducted (i) fully paid and nonassessable and (ii) owned, directly or indirectly, free and clear of any Lien (including any restriction on the right to vote or sell the same, except as may be provided as a matter of Law"Parent Permits"), and all voting interests where the failure -------------- to obtain any such Parent Permits would not, individually or in each of the Subsidiaries that is aggregate, reasonably be expected to have a partnership, joint venture, limited liability company or trust which are owned by Target, by one of the Target Subsidiaries or by Target and one of the Target Subsidiaries, are owned free and clear of any Lien (including any restriction on the right to vote or sell the same, except as may be provided as a matter of Law)Parent Material Adverse Effect. (vd) Target has previously made available to Acquiror true and complete The copies of the Parent's Memorandum of Association (i"Parent ------ Certificate") Target Charter and the Target Bylawsby-laws ("Parent ByLaws"), each as amended through the date hereofof ----------- ------------- this Agreement that are incorporated by reference in, (ii) minute books of meetings of as exhibits to the Target’s Board Parent's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 and (iii) all comparable corporate organizational documents of the Target Subsidiaries, each as amended through Parent Subsidiary made available to the date hereof. (vi) Section 6.02(a)(vi) Company by Parent are complete and correct copies of those documents. Such Memorandum of Association and by-laws and all comparable organizational documents of the Target Disclosure Letter sets forth as Parent Subsidiaries are in full force and effect. The Parent is not in violation of any of the date hereof each Subsidiary of Target; the legal form provisions of such Subsidiary, including the state Memorandum of formation, and the identity and ownership interest of each of the Subsidiaries held directly Association or indirectly by Targetby-laws.

Existence; Good Standing; Authority; Compliance With Law. (i) Target MDI is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Maryland and in good standing with the SDATMaryland. Target MDI is duly licensed or qualified or licensed to do business as a foreign entity corporation and is in good standing under the laws of any other jurisdiction state of the United States in which the character of the properties owned, owned or leased or operated by it therein or in which the transaction of its business makes such qualification necessary, which states are listed in Section 5.1 of MDI Disclosure Letter; PROVIDED, HOWEVER, that if MDI has prepared Section 5.1 of the MDI Disclosure Letter in good faith, Bradxxx xxxeby covenants not to exercise any right that it may have to terminate this agreement pursuant to Section 9.1(c) based solely on any breach of the representation of MDI contained in this sentence; PROVIDED FURTHER, HOWEVER, that nothing contained in this Section 5.1 shall affect Bradxxx'x xxxht to terminate this Agreement pursuant to Section 9.1(c) with respect to any matter described in this sentence that occurs or licensing necessaryarises after the date hereof. Target MDI has all requisite corporate power and authority to own, operate, lease and encumber the Target Properties its properties and carry on its business as now conducted. (ii) Section 6.02(a)(ii) of the Target Disclosure Letter sets forth as of the Closing Date: (i) each Subsidiary of Target (each, a “Target Subsidiary,” and collectively, the “Target Subsidiaries”); (ii) the legal form of each Target Subsidiary, including the state of formation; and (iii) the identity and ownership interest of each of the Target Subsidiaries that is held by Target or a Target Subsidiary. (iii) . Each of the Target MDI Subsidiaries (as defined below) is a corporation or partnership duly incorporated or organized, validly existing and is in good standing under the laws of the State of Maryland. Each of the Target Subsidiaries is duly qualified or licensed to do business and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate or partnership power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the character ownership of its property or the properties owned, leased or operated by it therein or in which the transaction conduct of its business makes requires such qualification or licensing necessary. (iv) Except as set forth qualification, which states are listed in Section 6.02(a)(iv) 5.4 of the Target MDI Disclosure Letter; PROVIDED, as HOWEVER, that if MDI has prepared Section 5.1 of the Closing Date all MDI Disclosure Letter in good faith, Bradxxx xxxeby covenants not to exercise any right that it may have to terminate this agreement pursuant to Section 9.1(c) based solely on any breach of the outstanding voting securities representation of MDI contained in this sentence; PROVIDED FURTHER, HOWEVER, that nothing contained in this Section 5.1 shall affect Bradxxx'x xxxht to terminate this Agreement pursuant to Section 9.1(c) with respect to any matter described in this sentence that occurs or other interests of each of the Target Subsidiaries have been validly issued and are (i) fully paid and nonassessable and (ii) owned, directly or indirectly, free and clear of any Lien (including any restriction on the right to vote or sell the same, except as may be provided as a matter of Law), and all voting interests in each of the Subsidiaries that is a partnership, joint venture, limited liability company or trust which are owned by Target, by one of the Target Subsidiaries or by Target and one of the Target Subsidiaries, are owned free and clear of any Lien (including any restriction on the right to vote or sell the same, except as may be provided as a matter of Law). (v) Target has previously made available to Acquiror true and complete copies of the (i) Target Charter and the Target Bylaws, each as amended through arises after the date hereof, (ii) minute books of meetings . Neither MDI nor any of the Target’s Board and (iii) organizational documents MDI Subsidiaries is in violation of the Target Subsidiariesany order of any court, each as amended through the date hereof. (vi) Section 6.02(a)(vi) of the Target Disclosure Letter sets forth as of the date hereof each Subsidiary of Target; the legal form of such Subsidiarygovernmental authority or arbitration board or tribunal, including the state of formationor any law, and the identity and ownership interest of each of the Subsidiaries held directly or indirectly by Target.ordinance, governmental

Existence; Good Standing; Authority; Compliance With Law. (i) Target Xxxxxxx is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Maryland and in good standing with the SDATMaryland. Target Xxxxxxx is duly licensed or qualified or licensed to do business as a foreign entity corporation and is in good standing under the laws of any other jurisdiction state of the United States in which the character of the properties owned, owned or leased or operated by it therein or in which the transaction of its business makes such qualification necessary, which states are listed in Section 6.1 of the Xxxxxxx Disclosure Letter; provided, however, that if Xxxxxxx has prepared Section 6.1 of the Xxxxxxx Disclosure Letter in good faith, MDI hereby covenants not to exercise any right that it may have to terminate this agreement pursuant to Section 9.1(d) based solely on any breach of the representation of Xxxxxxx contained in this sentence; provided further, however, that nothing contained in this Section 6.1 shall affect MDI's right to terminate this Agreement pursuant to Section 9.1(d) with respect to any matter described in this sentence that occurs or licensing necessaryarises after the date hereof. Target Xxxxxxx has all requisite corporate power and authority to own, operate, lease and encumber the Target Properties its properties and carry on its business as now conducted. (ii) Section 6.02(a)(ii) of the Target Disclosure Letter sets forth as of the Closing Date: (i) each Subsidiary of Target (each, a “Target Subsidiary,” and collectively, the “Target Subsidiaries”); (ii) the legal form of each Target Subsidiary, including the state of formation; and (iii) the identity and ownership interest of each of the Target Subsidiaries that is held by Target or a Target Subsidiary. (iii) . Each of the Target Xxxxxxx Subsidiaries is a corporation or partnership duly incorporated or organized, validly existing and is in good standing under the laws of the State of Maryland. Each of the Target Subsidiaries is duly qualified or licensed to do business and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate or partnership power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the character ownership of its property or the properties owned, leased or operated by it therein or in which the transaction conduct of its business makes requires such qualification or licensing necessary. (iv) Except as set forth qualification, which states are listed in Section 6.02(a)(iv) 6.4 of the Target Xxxxxxx Disclosure Letter; provided, as however, that if Xxxxxxx has prepared Section 6.1 of the Closing Date all Xxxxxxx Disclosure Letter in good faith, MDI hereby covenants not to exercise any right that it may have to terminate this agreement pursuant to Section 9.1(d) based solely on any breach of the outstanding voting securities or other interests representation of each of the Target Subsidiaries have been validly issued and are (i) fully paid and nonassessable and (ii) ownedXxxxxxx contained in this sentence; provided further, directly or indirectlyhowever, free and clear of any Lien (including any restriction on the that nothing contained in this Section 6.1 shall affect MDI's right to vote terminate this Agreement pursuant to Section 9.1(d) with respect to any matter described in this sentence that occurs or sell the same, except as may be provided as a matter of Law), and all voting interests in each of the Subsidiaries that is a partnership, joint venture, limited liability company or trust which are owned by Target, by one of the Target Subsidiaries or by Target and one of the Target Subsidiaries, are owned free and clear of any Lien (including any restriction on the right to vote or sell the same, except as may be provided as a matter of Law). (v) Target has previously made available to Acquiror true and complete copies of the (i) Target Charter and the Target Bylaws, each as amended through arises after the date hereof. Neither Xxxxxxx nor any Xxxxxxx Subsidiary is in violation of any order of any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which Xxxxxxx or any Xxxxxxx Subsidiary or any of their respective properties or assets is subject, except where such violation would not have a material adverse effect on the business, results of operations, properties or financial condition of Xxxxxxx and the Xxxxxxx Subsidiaries taken as a whole (ii) minute books of meetings a "Xxxxxxx Material Adverse Effect"). Xxxxxxx and the Xxxxxxx Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable law or governmental regulations in connection with their business as now conducted, where the failure to obtain any such license, permit or authorization or to take any such action would have a Xxxxxxx Material Adverse Effect. Copies of the Target’s Board Charter and other equivalent documents and Bylaws (iii) organizational documents of the Target Subsidiaries, each as amended through the date hereof. (vi) Section 6.02(a)(vi) of the Target Disclosure Letter sets forth as of the date hereof each Subsidiary of Target; the legal form of such Subsidiary, including the state of formation, and the identity and ownership interest of each of the Subsidiaries held directly or indirectly by Target.all amendments

Existence; Good Standing; Authority; Compliance With Law. (i) Target MDI is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Maryland and in good standing with the SDATMaryland. Target MDI is duly licensed or qualified or licensed to do business as a foreign entity corporation and is in good standing under the laws of any other jurisdiction state of the United States in which the character of the properties owned, owned or leased or operated by it therein or in which the transaction of its business makes such qualification necessary, which states are listed in Section 5.1 of MDI Disclosure Letter; provided, however, that if MDI has prepared Section 5.1 of the MDI Disclosure Letter in good faith, Xxxxxxx hereby covenants not to exercise any right that it may have to terminate this agreement pursuant to Section 9.1(c) based solely on any breach of the representation of MDI contained in this sentence; provided further, however, that nothing contained in this Section 5.1 shall affect Xxxxxxx'x right to terminate this Agreement pursuant to Section 9.1(c) with respect to any matter described in this sentence that occurs or licensing necessaryarises after the date hereof. Target MDI has all requisite corporate power and authority to own, operate, lease and encumber the Target Properties its properties and carry on its business as now conducted. (ii) Section 6.02(a)(ii) of the Target Disclosure Letter sets forth as of the Closing Date: (i) each Subsidiary of Target (each, a “Target Subsidiary,” and collectively, the “Target Subsidiaries”); (ii) the legal form of each Target Subsidiary, including the state of formation; and (iii) the identity and ownership interest of each of the Target Subsidiaries that is held by Target or a Target Subsidiary. (iii) . Each of the Target MDI Subsidiaries (as defined below) is a corporation or partnership duly incorporated or organized, validly existing and is in good standing under the laws of the State of Maryland. Each of the Target Subsidiaries is duly qualified or licensed to do business and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate or partnership power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the character ownership of its property or the properties owned, leased or operated by it therein or in which the transaction conduct of its business makes requires such qualification or licensing necessary. (iv) Except as set forth qualification, which states are listed in Section 6.02(a)(iv) 5.4 of the Target MDI Disclosure Letter; provided, as however, that if MDI has prepared Section 5.1 of the Closing Date all MDI Disclosure Letter in good faith, Xxxxxxx hereby covenants not to exercise any right that it may have to terminate this agreement pursuant to Section 9.1(c) based solely on any breach of the outstanding voting securities or other interests representation of each of the Target Subsidiaries have been validly issued and are (i) fully paid and nonassessable and (ii) ownedMDI contained in this sentence; provided further, directly or indirectlyhowever, free and clear of any Lien (including any restriction on the that nothing contained in this Section 5.1 shall affect Xxxxxxx'x right to vote terminate this Agreement pursuant to Section 9.1(c) with respect to any matter described in this sentence that occurs or sell the same, except as may be provided as a matter of Law), and all voting interests in each of the Subsidiaries that is a partnership, joint venture, limited liability company or trust which are owned by Target, by one of the Target Subsidiaries or by Target and one of the Target Subsidiaries, are owned free and clear of any Lien (including any restriction on the right to vote or sell the same, except as may be provided as a matter of Law). (v) Target has previously made available to Acquiror true and complete copies of the (i) Target Charter and the Target Bylaws, each as amended through arises after the date hereof, (ii) minute books of meetings . Neither MDI nor any of the Target’s Board MDI Subsidiaries is in violation of any order of any court, governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which MDI or any MDI Subsidiary or any of their respective properties or assets is subject, except where such violation would not have a material adverse effect on the business, results of operations, properties or financial condition of MDI and the MDI Subsidiaries taken as a whole (iii) a "MDI Material Adverse Effect"). MDI and the MDI Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable law or governmental regulations in connection with their business as now conducted, except where the failure to obtain any such license, permit or authorization or to take any such action would not have a MDI Material Adverse Effect. Copies of the Charter or other equivalent documents, Bylaws, organizational documents of the Target Subsidiaries, each as amended through the date hereof. (vi) Section 6.02(a)(vi) of the Target Disclosure Letter sets forth as of the date hereof each Subsidiary of Target; the legal form of such Subsidiary, including the state of formation, and the identity partnership and ownership interest of each of the Subsidiaries held directly or indirectly by Target.joint venture agreements

Existence; Good Standing; Authority; Compliance With Law. (ia) Target PMAC is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Maryland and California. Except as set forth in good standing with Section 3.1(a) of the SDAT. Target PMAC Disclosure Schedule provided to ANSYS, PMAC is duly licensed or qualified or licensed to do business as a foreign entity corporation and is in good standing under the laws of any other jurisdiction state of the United States in which the character of the properties owned, owned or leased or operated by it therein or in which the transaction of its business makes such qualification necessary[, except where the failure to be so licensed or licensing necessaryqualified would not reasonably be expected to have a Material Adverse Effect on PMAC or any PMAC Subsidiary. Target PMAC has all requisite corporate power and authority to own, operate, lease and encumber the Target Properties its properties and carry on its business as now conducted. Other than the Stockholders Agreement, dated as of April 30, 1997, among PMAC and certain Stockholders (the "PMAC Stockholders Agreement"), a true and complete copy of which has been provided to ANSYS, and the Amended and Restated Corporate Buy-Sell Agreement, effective January 31, 1996, among PMAC, Michael Hohmeyer, Christine Schoefer, Wayne Christxxxxx xxx Xxxx Jo Xxxxxxxx (xxx "Bxx-Xxxx Xxxxxxxxx") and xxx xxxxx xxxxies subsequently made party thereto, a true and complete copy of which has been provided to ANSYS, there is no shareholders agreement among or between any of the Stockholders. (ii) Section 6.02(a)(ii) of the Target Disclosure Letter sets forth as of the Closing Date: (i) each Subsidiary of Target (each, a “Target Subsidiary,” and collectively, the “Target Subsidiaries”); (ii) the legal form of each Target Subsidiary, including the state of formation; and (iii) the identity and ownership interest of each of the Target Subsidiaries that is held by Target or a Target Subsidiary. (iiib) Each of the Target PMAC subsidiaries listed in Section 3.1(b) of the PMAC Disclosure Schedule (the "PMAC Subsidiaries") is a corporation, partnership or limited liability company (or similar entity or association in the case of those PMAC Subsidiaries is organized and existing other than under the laws of a state of the United States) duly incorporated or organized, validly existing and is in good standing under the laws of the State of Maryland. Each of the Target Subsidiaries is duly qualified or licensed to do business and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate or other power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the character ownership of its property or the properties owned, leased or operated by it therein or in which the transaction conduct of its business makes requires such qualification qualification, except where the failure to be so licensed or licensing necessaryqualified would not reasonably be expected to have a Material Adverse Effect. (ivc) Except as set forth in Section 6.02(a)(iv) Neither PMAC nor any of the Target Disclosure LetterPMAC Subsidiaries is in violation of any order of any court, as governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which PMAC or any PMAC Subsidiary or any of their respective properties or assets is subject. PMAC and the Closing Date all of the outstanding voting securities or other interests of each of the Target PMAC Subsidiaries have been validly issued obtained all licenses, permits and are (i) fully paid other authorizations and nonassessable and (ii) owned, directly have taken all actions required by applicable law or indirectly, free and clear of any Lien (including any restriction on the right to vote or sell the same, except governmental regulations in connection with their businesses as may be provided as a matter of Law), and all voting interests in each of the Subsidiaries that is a partnership, joint venture, limited liability company or trust which are owned by Target, by one of the Target Subsidiaries or by Target and one of the Target Subsidiaries, are owned free and clear of any Lien (including any restriction on the right to vote or sell the same, except as may be provided as a matter of Law)now conducted. (vd) Target has previously made available to Acquiror true True and complete copies of the (i) Target Charter articles of incorporation and the Target Bylawsby-laws, each as amended through the date hereofamended, (ii) minute books of meetings of the Target’s Board and (iii) organizational documents of the Target Subsidiaries, each as amended through the date hereof. (vi) PMAC are included in Section 6.02(a)(vi3.1(d) of the Target PMAC Disclosure Letter sets forth as Schedule. True and complete copies of the date hereof charter documents, bylaws, organizational documents, partnership agreements, limited liability company agreements, joint venture agreements and comparable governing documents (and in each Subsidiary of Target; the legal form of such Subsidiarycase, including the state of formation, and the identity and ownership interest all amendments thereto) of each of the PMAC Subsidiaries held directly or indirectly by Targetare included in Section 3.1(d) of the PMAC Disclosure Schedule.

Existence; Good Standing; Authority; Compliance With Law. (ia) Target The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Maryland and Delaware. Except as set forth in good standing with Section 5.1 of the SDAT. Target Company Disclosure Schedule, the Company is duly licensed or qualified or licensed to do business as a foreign entity corporation and is in good standing under the laws of any other jurisdiction state of the United States in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, assets, properties, results of operations or financial condition of the Company and the Company Subsidiaries (as defined herein) taken as a whole (a "Company Material Adverse Effect"). Target The Company has all requisite corporate power and authority to own, operate, lease and encumber the Target Properties its properties and carry on its business as now conducted. (ii) Section 6.02(a)(ii) of the Target Disclosure Letter sets forth as of the Closing Date: (i) each Subsidiary of Target (each, a “Target Subsidiary,” and collectively, the “Target Subsidiaries”); (ii) the legal form of each Target Subsidiary, including the state of formation; and (iii) the identity and ownership interest of each of the Target Subsidiaries that is held by Target or a Target Subsidiary. (iiib) Each of the Target Company Subsidiaries is a corporation, partnership or limited liability company (or similar entity or association in the case of those Company Subsidiaries organized and existing other than under the laws of a state of the United States) duly incorporated or organized, validly existing and is in good standing under the laws of its jurisdiction of incorporation or organization, has the State of Maryland. Each of the Target Subsidiaries corporate or other power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified or licensed to do business and is in good standing under the laws of in each jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary. (iv) Except , except as set forth in Section 6.02(a)(iv5.1(b) of the Target Company Disclosure LetterSchedule and except for jurisdictions in which such failures to be so qualified or to be in good standing would not, as of individually or in the Closing Date all of the outstanding voting securities or other interests of each of the Target Subsidiaries aggregate, reasonably be expected to have been validly issued and are (i) fully paid and nonassessable and (ii) owned, directly or indirectly, free and clear of any Lien (including any restriction on the right to vote or sell the same, except as may be provided as a matter of Law), and all voting interests in each of the Subsidiaries that is a partnership, joint venture, limited liability company or trust which are owned by Target, by one of the Target Subsidiaries or by Target and one of the Target Subsidiaries, are owned free and clear of any Lien (including any restriction on the right to vote or sell the same, except as may be provided as a matter of Law)Company Material Adverse Effect. (vc) Target has previously made available to Acquiror true and complete copies Neither the Company nor any of the Company Subsidiaries is in violation of any order of any court, Governmental Entity or arbitration board or tribunal, or any domestic law, statute, order, judgment, decree, ordinance, rule or regulation (i) Target Charter and "Law"), applicable to the Target BylawsCompany or any Company Subsidiary or by which any of their respective properties or assets is bound or affected, each as amended through which violations would, individually or in the date hereofaggregate, (ii) minute books of meetings of the Target’s Board and (iii) organizational documents of the Target Subsidiaries, each as amended through the date hereofreasonably be expected to have a Company Material Adverse Effect. (vid) Section 6.02(a)(vi) of the Target Disclosure Letter sets forth as of the date hereof each Subsidiary of Target; the legal form of such Subsidiary, including the state of formation, The Company and the identity and ownership interest of each of the Company Subsidiaries held directly or indirectly by Target.have obtained all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions,