Common use of Existence; Good Standing; Corporate Authority Clause in Contracts

Existence; Good Standing; Corporate Authority. Each of the Company and --------------------------------------------- its Subsidiaries is (a) duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (b) is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States or the laws of any foreign jurisdiction, if applicable, in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing could not reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, the term "Material Adverse Effect" means ----------------------- any change, effect, event, occurrence, state of facts or developments that (i) materially adversely affects the assets, liabilities, business, results of operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole or (ii) adversely affects or delays the ability of the Company on the one hand, or Merger Sub and Purchaser on the other, to consummate the transactions contemplated by this Agreement, provided, -------- however, that none of the following shall be deemed in themselves, either alone ------- or in combination, to constitute, a Material Adverse Effect (A) any change in the market price or trading volume of the Company's stock after the date hereof; (B) any failure by the Company to meet internal revenue or earnings projections or forecasts or published revenue or earnings projections for any period ending (or for which revenues or earnings are released) on or after the date of this Agreement and prior to the Effective Time; (C) decreases in working capital substantially consistent with the Company's internal projections supplied to the Purchaser; (D) any adverse change, effect, event, occurrence, state of facts or developments directly caused by the deterioration in performance of the Company's last-mile providers; (E) any adverse change, effect, event, occurrence, state of facts or development change, effect, event, occurrence, state of facts or developments directly caused by the announcement or pendency of the Offer or the Merger (including any cancellations of or delays in customer orders, any reduction in sales, any disruption in supplier, distributor, partner or similar relationships or any loss of employees); (F) any adverse change, effect, event, occurrence, state of facts or developments directly caused by resulting from or attributable to conditions affecting the DSL industry as a whole or the U.S. or world economies as a whole (unless such conditions adversely affect the Company in a materially disproportionate manner); (G) any adverse change, effect, event, occurrence, state of facts or development directly resulting from or attributable or relating to out-of-pocket fees and expenses (including legal, accounting, investment banking and other fees and expenses) incurred in connection with the transactions contemplated by this Agreement and disclosed in the Disclosure Letter; or (H) any adverse change, effect, event, occurrence, state of facts or development directly caused by compliance with the terms of, or the taking of any action required by, this Agreement; and provided, further, that with respect to any dispute regarding whether any adverse change, effect, event, occurrence, state of facts or development is "directly caused" by any of the foregoing, the Company shall have the burden of proof by a preponderance of the evidence. Each of the Company and its Subsidiaries has all requisite corporate power and authority to own, operate and lease its properties and assets and carry on its business as now conducted and as currently proposed to be conducted except where the failure to have such power and authority could not reasonably be expected to have, individually or in the aggregate, a

Existence; Good Standing; Corporate Authority. Each of the Company --------------------------------------------- and --------------------------------------------- its Subsidiaries is (a) duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (b) is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States or the laws of any foreign jurisdiction, if applicable, in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing could not reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, the term "Material Adverse Effect" means ----------------------- any change, effect, event, occurrence, state of facts or developments that (i) materially adversely affects affect the assets, liabilities, business, results of operations, operations or condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole or (ii) adversely affects affect or delays delay the ability of the Company on the one hand, or Merger Sub and Purchaser on the other, to consummate the transactions contemplated by this Agreement, provided, -------- however, that none Agreement or the Tender Agreement (either of the following shall be deemed in themselves, either alone ------- foregoing clauses (i) or in combination, to constitute, (ii) being a "Material Adverse Effect (A) any change in the market price or trading volume of the Company's stock after the date hereof; (B) any failure by the Company to meet internal revenue or earnings projections or forecasts or published revenue or earnings projections for any period ending (or for which revenues or earnings are released) on or after the date of this Agreement and prior to the Effective Time; (C) decreases in working capital substantially consistent with the Company's internal projections supplied to the Purchaser; (D) any adverse change, effect, event, occurrence, state of facts or developments directly caused by the deterioration in performance of the Company's last-mile providers; (E) any adverse change, effect, event, occurrence, state of facts or development change, effect, event, occurrence, state of facts or developments directly caused by the announcement or pendency of the Offer or the Merger (including any cancellations of or delays in customer orders, any reduction in sales, any disruption in supplier, distributor, partner or similar relationships or any loss of employeesEffect"); (F) any adverse change, effect, event, occurrence, state of facts or developments directly caused by resulting from or attributable to conditions affecting the DSL industry as a whole or the U.S. or world economies as a whole (unless such conditions adversely affect the Company in a materially disproportionate manner); (G) any adverse change, effect, event, occurrence, state of facts or development directly resulting from or attributable or relating to out-of-pocket fees and expenses (including legal, accounting, investment banking and other fees and expenses) incurred in connection with the transactions contemplated by this Agreement and disclosed in the Disclosure Letter; or (H) any adverse change, effect, event, occurrence, state of facts or development directly caused by compliance with the terms of, or the taking of any action required by, this Agreement; and provided, further, that with respect to any dispute regarding whether any adverse change, effect, event, occurrence, state of facts or development is "directly caused" by any of the foregoing, the Company shall have the burden of proof by a preponderance of the evidence. Each of the Company and ----------------------- its Subsidiaries has all requisite corporate power and authority to own, operate and lease its properties and assets and carry on its business as now conducted and as currently proposed to be conducted except where the failure to have such power and authority could not reasonably be expected to have, individually or in the aggregate, aa Material Adverse Effect. The Company has heretofore made available to Purchaser true and correct copies of the certificate of incorporation and bylaws or other governing instruments of the Company and each of its Subsidiaries (as defined in Section 11.8) as currently ------------ in effect.

Existence; Good Standing; Corporate Authority. Each of the Company and --------------------------------------------- its Subsidiaries is (a) is a corporation duly organized, organized and is validly existing and in good standing under the laws of its jurisdiction of organization and (b) is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any each other state of the United States or the laws of any foreign jurisdiction, if applicable, in which the character of the properties owned owned, licensed or leased by it or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing could has not and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. For purposes material adverse effect on the business, liabilities, consolidated results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or prevent or delay the ability of the Company to consummate the transactions contemplated by this Agreement, Agreement or any of the term "Material Adverse Effect" means ----------------------- Ancillary Documents to which it is or will become a party (any such change, effect, event, occurrence, state of facts or developments that (i) materially adversely affects the assets, liabilities, business, results of operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole or (ii) adversely affects or delays the ability of the Company on the one hand, or Merger Sub and Purchaser on the other, to consummate the transactions contemplated by this Agreement, provided, -------- however, that none of the following shall be deemed in themselves, either alone ------- or in combination, to constitutedevelopment, a “Company Material Adverse Effect (A) any change in the market price or trading volume of the Company's stock after the date hereof; (B) any failure by the Company to meet internal revenue or earnings projections or forecasts or published revenue or earnings projections for any period ending (or for which revenues or earnings are released) on or after the date of this Agreement and prior to the Effective Time; (C) decreases in working capital substantially consistent with the Company's internal projections supplied to the Purchaser; (D) any adverse change, effect, event, occurrence, state of facts or developments directly caused by the deterioration in performance of the Company's last-mile providers; (E) any adverse change, effect, event, occurrence, state of facts or development change, effect, event, occurrence, state of facts or developments directly caused by the announcement or pendency of the Offer or the Merger (including any cancellations of or delays in customer orders, any reduction in sales, any disruption in supplier, distributor, partner or similar relationships or any loss of employeesEffect”); (F) any adverse change, effect, event, occurrence, state of facts or developments directly caused by resulting from or attributable to conditions affecting the DSL industry as a whole or the U.S. or world economies as a whole (unless such conditions adversely affect the Company in a materially disproportionate manner); (G) any adverse change, effect, event, occurrence, state of facts or development directly resulting from or attributable or relating to out-of-pocket fees and expenses (including legal, accounting, investment banking and other fees and expenses) incurred in connection with the transactions contemplated by this Agreement and disclosed in the Disclosure Letter; or (H) any adverse change, effect, event, occurrence, state of facts or development directly caused by compliance with the terms of, or the taking of any action required by, this Agreement; and provided, further, that with respect to any dispute regarding whether any adverse change, effect, event, occurrence, state of facts or development is "directly caused" by any of the foregoing, the Company shall have the burden of proof by a preponderance of the evidence. Each of the Company and its Subsidiaries has all requisite corporate power and authority to own, operate operate, license and lease its properties and assets and carry on its business as now conducted and as currently proposed to be conducted consummate the transactions contemplated by this Agreement and the Ancillary Documents, except where the failure to have such power and authority could would not reasonably be expected to have, individually or in the aggregate, aa Company Material Adverse Effect. The Company has heretofore made available to Purchaser true and correct copies of the certificate of incorporation and bylaws or other governing instruments of the Company and each of its Subsidiaries as currently in effect. The corporate records and minute books of the Company and each of its Subsidiaries reflect all material actions taken and authorizations made at meetings of such companies’ board of directors or any committees thereof and at any stockholders’ meetings thereof.

Existence; Good Standing; Corporate Authority. Each of the Company and --------------------------------------------- each of its Subsidiaries is (ai) a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization incorporation and (bii) is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States or the laws of any foreign jurisdiction, if applicable, in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing could would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. For purposes of this Agreement, material adverse effect on the term "Material Adverse Effect" means ----------------------- any change, effect, event, occurrence, state of facts or developments that (i) materially adversely affects the assets, liabilities, business, results of -11- 13 operations, revenues, assets or financial condition (financial or otherwise) or prospects of the Company and its Subsidiaries, Subsidiaries taken as a whole or (ii) adversely affects or delays the ability of the Company on and its Subsidiaries to conduct their business after the one hand, Closing substantially consistent with the manner conducted in the past (a "Material Adverse Effect") (it being understood that (i) any adverse effect that is caused by conditions affecting the economy or Merger Sub and Purchaser on the other, to consummate the transactions contemplated by this Agreement, provided, -------- however, that none of the following securities markets generally shall not be deemed taken into account in themselves, either alone ------- or in combination, to constitute, determining whether there has been a Material Adverse Effect (A) any change in the market price or trading volume of the Company's stock after the date hereof; (B) any failure by the Company to meet internal revenue or earnings projections or forecasts or published revenue or earnings projections for any period ending (or for which revenues or earnings are released) on or after the date of this Agreement and prior to the Effective Time; (C) decreases in working capital substantially consistent with the Company's internal projections supplied to the Purchaser; (Dii) any adverse change, effect, event, occurrence, state of facts or developments directly effect that is caused by the deterioration in performance of the Company's last-mile providers; (E) any adverse change, effect, event, occurrence, state of facts or development change, effect, event, occurrence, state of facts or developments directly caused by the announcement or pendency of the Offer or the Merger (including any cancellations of or delays in customer orders, any reduction in sales, any disruption in supplier, distributor, partner or similar relationships or any loss of employees); (F) any adverse change, effect, event, occurrence, state of facts or developments directly caused by resulting from or attributable to conditions affecting the DSL primary industry as in which the Company currently competes shall not be taken into account in determining whether there has been a whole or the U.S. or world economies as a whole Material Adverse Effect (unless provided that such conditions adversely effect does not affect the Company in a materially disproportionate manner); ) and (Giii) any adverse change, effect, event, occurrence, state of facts or development directly effect resulting from the Offer, the Merger or attributable or relating to out-of-pocket fees and expenses (including legal, accounting, investment banking and other fees and expenses) incurred in connection with any of the transactions contemplated by this Agreement and disclosed in the Disclosure Letter; or (H) any adverse change, effect, event, occurrence, state of facts or development directly caused by compliance with the terms of, hereby or the taking of any action required by, this Agreement; and provided, further, that with respect to any dispute regarding whether any adverse change, effect, event, occurrence, state of facts announcement thereof (including those resulting from litigation brought or development is "directly caused" by any of the foregoing, threatened against the Company or any member of its Board of Directors in respect thereof) shall have the burden of proof by not be taken into account in determining whether there has been a preponderance of the evidenceMaterial Adverse Effect). Each of the Company and each of its Subsidiaries has all requisite corporate power and authority to own, own or lease and operate and lease its properties and assets and carry on its business as now conducted conducted. The Company has heretofore made available to Purchaser true and correct copies of the Company's Certificate of Incorporation and By-Laws as currently proposed to be conducted except where the failure to have such power and authority could not reasonably be expected to have, individually or in the aggregate, aeffect.

Existence; Good Standing; Corporate Authority. Each (a) The Company is a corporation duly organized and is validly existing and in good standing under the laws of the State of Delaware, (b) each Subsidiary of the Company is a corporation duly organized and --------------------------------------------- its Subsidiaries is (a) duly organized, validly existing and in good standing under the laws of its jurisdiction of organization organization, and (bc) each of the Company and its Subsidiaries is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any each other state of the United States or the laws of any foreign jurisdiction, if applicable, in which the character of the properties owned owned, licensed or leased by it or in which the transaction of its business makes such qualification necessary, except except, in the case of the foregoing clauses (b) and (c), where the failure to be so licensed or qualified or to be in good standing could standing, has not had and would not reasonably be expected to have a Company Material Adverse EffectEffect (provided, that references to good standing in clauses (b) and (c) above shall not refer to FTD UK Holdings Limited and its Subsidiaries incorporated under the laws of England and Wales). For purposes of this Agreement, the term "“Company Material Adverse Effect" ” means ----------------------- any change, effectcircumstance, development, occurrence, event, occurrencefact or effect (each, state of facts a “Company Effect”) that, when considered either individually or developments that together with all other Company Effects, is or is reasonably likely to be materially adverse to (i) materially adversely affects the business, properties, assets, liabilities, business, consolidated results of operations, operations or condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole or (ii) adversely affects or delays the ability of the Company on the one hand, or Merger Sub and Purchaser on the other, to consummate the transactions contemplated by this Agreement, ; provided, -------- however, that none any such Company Effect resulting or arising from or relating to any of the following matters shall not be deemed in themselves, either alone ------- or in combination, to constitute, considered when determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur (Ai) any change conditions, developments or changes affecting the industries in which the market price or trading volume of the Company's stock after the date hereofCompany and its Subsidiaries operate; (Bii) any failure conditions affecting the United States general economy or the general economy in any geographic area in which the Company or its Subsidiaries operate or developments or changes therein; (iii) political conditions, including acts of war (whether or not declared), armed hostilities and terrorism, or developments or changes therein; (iv) any conditions resulting from natural disasters; (v) compliance by the Company and its Subsidiaries with the covenants contained in this Agreement (provided that this clause shall not apply to Company Effects resulting from compliance with Section 7.1(a)); (vi) the failure of the financial or operating performance of the Company or its Subsidiaries to meet internal revenue or earnings projections or forecasts or published revenue or earnings projections budgets for any period ending in and of itself (it being understood that any fact or for which revenues development giving rise to or earnings are releasedcontributing to such failure may be the cause of a Company Material Adverse Effect if not otherwise excluded pursuant to this definition); (vii) on any action taken or after omitted to be taken by or at the date written request or with the written consent of Purchaser; (viii) any announcement of this Agreement and prior to the Effective Time; (C) decreases in working capital substantially consistent with the Company's internal projections supplied to the Purchaser; (D) any adverse change, effect, event, occurrence, state of facts or developments directly caused by the deterioration in performance of the Company's last-mile providers; (E) any adverse change, effect, event, occurrence, state of facts or development change, effect, event, occurrence, state of facts or developments directly caused by the announcement or pendency of the Offer or the Merger (including any cancellations of or delays in customer orders, any reduction in sales, any disruption in supplier, distributor, partner or similar relationships or any loss of employees); (F) any adverse change, effect, event, occurrence, state of facts or developments directly caused by resulting from or attributable to conditions affecting the DSL industry as a whole or the U.S. or world economies as a whole (unless such conditions adversely affect the Company in a materially disproportionate manner); (G) any adverse change, effect, event, occurrence, state of facts or development directly resulting from or attributable or relating to out-of-pocket fees and expenses (including legal, accounting, investment banking and other fees and expenses) incurred in connection with the transactions contemplated by this Agreement and disclosed hereby, in each case, solely to the Disclosure Letterextent due to such announcement; (ix) changes in any Laws or accounting principles; or (Hx) any adverse change, effect, event, occurrence, state Company Effects arising out of facts or development directly caused by compliance with the terms of, resulting from any legal claims or the taking of any action required by, this Agreement; and provided, further, that with respect to any dispute regarding whether any adverse change, effect, event, occurrence, state of facts or development is "directly caused" other proceedings made by any of the foregoingCompany’s stockholders (on their own behalf or on behalf of the Company) arising out of or related to this Agreement or the Merger; provided, however, that Company Effects set forth in clauses (i), (ii), (iii), (iv) and (ix) above may be taken into account in determining whether there has been or is a Company Material Adverse Effect if and only to the extent such Company Effects have a disproportionate impact on the Company shall have and its Subsidiaries, taken as a whole, relative to the burden of proof by a preponderance other participants in the floral industry in North America and the United Kingdom (after taking into account the size of the evidenceCompany and its Subsidiaries relative to such other participants). Each of the Company and its Subsidiaries has all requisite corporate power and authority to own, operate operate, license and lease its properties and assets and carry on its business as now conducted and as currently proposed to be conducted conducted, except where the failure to have such power and authority could would not reasonably be expected to have, individually have a Company Material Adverse Effect. The Company has heretofore made available to Purchaser true and correct copies of the certificate of incorporation and bylaws or other governing instruments of the Company and each of its material Subsidiaries as currently in effect. The corporate records and minute books of the aggregate, aCompany and each of its Subsidiaries reflect all material actions taken and authorizations made at meetings of such companies’ board of directors or any committees thereof and at any stockholders’ meetings thereof.

Existence; Good Standing; Corporate Authority. Each of the Company and --------------------------------------------- each of its Subsidiaries is (ai) duly organized, validly existing and in good standing under the laws of its jurisdiction of organization incorporation and (bii) is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States or the laws of any foreign jurisdiction, if applicable, in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing could would not reasonably have and would not be expected to have a Material Adverse Effect. For purposes of this Agreement, the term "Material Adverse Effect" means ----------------------- any change, effect, event, occurrence, state of facts or developments that (i) materially adversely affects the assets, liabilities, business, results of operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole or (ii) adversely affects or delays the ability of the Company on the one hand, or Merger Sub and Purchaser on the other, to consummate the transactions contemplated by this Agreement, provided, -------- however, that none of the following shall be deemed in themselves, either alone ------- or in combination, to constitute, a Material Adverse Effect (A) any change in the market price or trading volume of the Company's stock after the date hereof; (B) any failure by the Company to meet internal revenue or earnings projections or forecasts or published revenue or earnings projections for any period ending (or for which revenues or earnings are released) on or after the date of this Agreement and prior to the Effective Time; (C) decreases in working capital substantially consistent with the Company's internal projections supplied to the Purchaser; (D) any adverse change, effect, event, occurrence, state of facts or developments directly caused by the deterioration in performance of the Company's last-mile providers; (E) any adverse change, effect, event, occurrence, state of facts or development change, effect, event, occurrence, state of facts or developments directly caused by the announcement or pendency of the Offer or the Merger (including any cancellations of or delays in customer orders, any reduction in sales, any disruption in supplier, distributor, partner or similar relationships or any loss of employees); (F) any adverse change, effect, event, occurrence, state of facts or developments directly caused by resulting from or attributable to conditions affecting the DSL industry as a whole or the U.S. or world economies as a whole (unless such conditions adversely affect the Company in a materially disproportionate manner); (G) any adverse change, effect, event, occurrence, state of facts or development directly resulting from or attributable or relating to out-of-pocket fees and expenses (including legal, accounting, investment banking and other fees and expenses) incurred in connection with the transactions contemplated by this Agreement and disclosed in the Disclosure Letter; or (H) any adverse change, effect, event, occurrence, state of facts or development directly caused by compliance with the terms of, or the taking of any action required by, this Agreement; and provided, further, that with respect to any dispute regarding whether any adverse change, effect, event, occurrence, state of facts or development is "directly caused" by any of the foregoing, the Company shall have the burden of proof by a preponderance of the evidence. Each of the Company and its Subsidiaries has all requisite corporate power and authority to own, operate and lease its properties and assets and carry on its business as now conducted and as currently proposed to be conducted except where the failure to have such power and authority could not reasonably be expected likely to have, individually or in the aggregate, aa material adverse effect on the business, operations, or financial condition of the Company and its Subsidiaries taken as a whole or the ability of the Company and its Subsidiaries to conduct their business after the Closing consistent in all material respects with the manner conducted in the past (a "MATERIAL ADVERSE EFFECT"); provided, however, that "Material Adverse Effect" shall not include any change, effect, condition, event or circumstance arising out of or attributable to (i) any decrease in the market price of the Shares (but not any change, effect, condition, event or circumstance underlying such decrease to the extent that it would otherwise constitute a Material Adverse Effect), (ii) changes, effects, conditions, events or circumstances that generally affect the industries in which the Company or the Subsidiaries operate (including legal and regulatory changes), (iii) general economic conditions or changes, effects, conditions or circumstances affecting the securities markets generally or (iv) changes arising from the consummation of the transactions contemplated hereby or the announcement of the execution of this Agreement. Each of the Company and each of its Subsidiaries has all requisite power and authority to own or lease and operate its properties and carry on its business as now conducted. The Company has heretofore made available to Parent true, accurate and complete copies of the certificate of incorporation and by-laws, each as amended to date as and currently in effect.

Existence; Good Standing; Corporate Authority. Each of the Company and --------------------------------------------- its Subsidiaries is (a) duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (b) is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States or the laws of any foreign jurisdiction, if applicable, in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing could would not reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, the term "Material Adverse Effect" means ----------------------- any change, effect, event, occurrence, state of facts or developments that (i) materially adversely affects affect the assets, liabilities, business, results of operations, operations or condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole or (ii) materially adversely affects affect or delays delay the ability of the Company on the one hand, or Merger Sub and Purchaser on the other, to consummate the transactions contemplated by this AgreementAgreement (either of the foregoing clauses (i) or (ii) being a "MATERIAL ADVERSE EFFECT"; PROVIDED, provided, -------- howeverHOWEVER, that none of the following shall be are deemed in themselves, either alone ------- or in combination, not to constitute, constitute a Material Adverse Effect Effect: (Aw) any change decline in the revenues, website traffic, pricing of advertising and market price or trading volume share of the Company due to reasons beyond the Company's stock after the date hereof; control, (Bx) any failure by the Company to meet internal revenue or earnings projections or forecasts or published revenue or earnings projections for any period ending (or for which revenues or earnings are released) on or after the date of this Agreement and prior to the Effective Time; (C) decreases in working capital substantially consistent with the Company's internal projections supplied to the Purchaser; (D) any adverse change, effect, event, occurrence, state of facts or developments directly caused by the deterioration in performance of the Company's last-mile providers; (E) any adverse change, effect, event, occurrence, state of facts or development change, effect, event, occurrence, state of facts or developments directly caused by the announcement or pendency of the Offer or the Merger (including any cancellations of or delays in customer orders, any reduction in sales, any disruption in supplier, distributor, partner or similar relationships or any loss of employees); (F) any adverse change, effect, event, occurrence, state of facts or developments directly caused by resulting from or attributable to conditions affecting the DSL industry U.S. economy, as a whole, (y) conditions affecting the internet game or software industries, as a whole or the U.S. or world economies as a whole and (unless such conditions adversely affect the Company in a materially disproportionate manner); (Gz) any adverse change, effect, event, occurrence, state of facts or development directly resulting from or attributable or relating to out-of-pocket fees actions and expenses (including legal, accounting, investment banking and other fees and expenses) incurred in connection with the transactions contemplated by this Agreement and disclosed in the Disclosure Letter; or (H) any adverse change, effect, event, occurrence, state of facts or development directly caused by compliance with the terms of, or the taking of any action required by, events permitted under this Agreement; and provided, further, that with respect to any dispute regarding whether any adverse change, effect, event, occurrence, state of facts or development is "directly caused" by any of the foregoing, the Company shall have the burden of proof by a preponderance of the evidence). Each of the Company and its Subsidiaries has all requisite corporate power and authority to own, operate and lease its properties and assets and carry on its business as now conducted and as currently proposed to be conducted except where the failure to have such power and authority could would not reasonably be expected to have, individually or in the aggregate, aa Material Adverse Effect. The Company has heretofore made available to Purchaser true and correct copies of the certificate of incorporation and bylaws or other governing instruments of the Company and each of its Subsidiaries as currently in effect.

Existence; Good Standing; Corporate Authority. Each of the The Company and --------------------------------------------- its Subsidiaries is (a) a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (b) incorporation. The Company is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States or the laws of any foreign jurisdiction, if applicable, in which the character ownership of its properties or the properties owned or leased by it or in which the transaction conduct of its business makes requires such qualification necessaryqualification, except where the failure to be so qualified or to be in good standing could has not reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, the term "Material Adverse Effect" means ----------------------- any change, effect, event, occurrence, state of facts or developments that (i) materially adversely affects the assets, liabilities, business, results of operations, condition (financial or otherwise) or prospects of the Company had and its Subsidiaries, taken as a whole or (ii) adversely affects or delays the ability of the Company on the one hand, or Merger Sub and Purchaser on the other, to consummate the transactions contemplated by this Agreement, provided, -------- however, that none of the following shall be deemed in themselves, either alone ------- or in combination, to constitute, a Material Adverse Effect (A) any change in the market price or trading volume of the Company's stock after the date hereof; (B) any failure by the Company to meet internal revenue or earnings projections or forecasts or published revenue or earnings projections for any period ending (or for which revenues or earnings are released) on or after the date of this Agreement and prior to the Effective Time; (C) decreases in working capital substantially consistent with the Company's internal projections supplied to the Purchaser; (D) any adverse change, effect, event, occurrence, state of facts or developments directly caused by the deterioration in performance of the Company's last-mile providers; (E) any adverse change, effect, event, occurrence, state of facts or development change, effect, event, occurrence, state of facts or developments directly caused by the announcement or pendency of the Offer or the Merger (including any cancellations of or delays in customer orders, any reduction in sales, any disruption in supplier, distributor, partner or similar relationships or any loss of employees); (F) any adverse change, effect, event, occurrence, state of facts or developments directly caused by resulting from or attributable to conditions affecting the DSL industry as a whole or the U.S. or world economies as a whole (unless such conditions adversely affect the Company in a materially disproportionate manner); (G) any adverse change, effect, event, occurrence, state of facts or development directly resulting from or attributable or relating to out-of-pocket fees and expenses (including legal, accounting, investment banking and other fees and expenses) incurred in connection with the transactions contemplated by this Agreement and disclosed in the Disclosure Letter; or (H) any adverse change, effect, event, occurrence, state of facts or development directly caused by compliance with the terms of, or the taking of any action required by, this Agreement; and provided, further, that with respect to any dispute regarding whether any adverse change, effect, event, occurrence, state of facts or development is "directly caused" by any of the foregoing, the Company shall have the burden of proof by a preponderance of the evidence. Each of the Company and its Subsidiaries has all requisite corporate power and authority to own, operate and lease its properties and assets and carry on its business as now conducted and as currently proposed to be conducted except where the failure to have such power and authority could would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the assets, liabilities, business, results of operations, or financial condition of the Company and its Subsidiaries, taken as a whole, except any such effect resulting primarily from (a) this Agreement, the transactions contemplated by this Agreement or the announcement thereof, (b) Parent's announcement or other communication of Parent of the plans or intentions of Parent with respect to the conduct of the business (or any portion thereof) of the Company or any of its Subsidiaries, (c) changes or conditions (including changes in economic, financial market, regulatory or political conditions) affecting generally the air travel industry, the CRS industry, or the information services industry in which the Company or its Subsidiaries participates or (d) the Company's or its Subsidiaries' failure to engage in actions and activities in accordance with Section 5.2(b) in furtherance of the Company's web hosting business or Quantitude's third party telecommunications business (a "Company Material Adverse Effect") and would not prevent or materially delay consummation of the transactions contemplated hereby. The Company has all requisite corporate power and authority to own or lease and operate its properties and to carry on its business as now conducted, except where the failure to have such power and authority has not had and would not reasonably be expected to have a Company Material Adverse Effect and would not prevent or materially delay consummation of the transactions contemplated hereby. Except as set forth in Schedule 3.1 of the disclosure letter, dated this date, delivered by the Company to Parent (the "Company Disclosure Letter"), the Company has heretofore delivered to Parent true and correct copies of the Certificate of Incorporation and Bylaws (or equivalent organizational documents) as currently in effect for the Company and each of its Subsidiaries. Except as set forth in Schedule 3.1 of the Company Disclosure Letter, such Certificates of Incorporation and Bylaws (or equivalent organizational documents) are in full force and effect and no other organizational documents are applicable to or binding upon the Company or its Subsidiaries. The term "Subsidiaries," when used in this Agreement with respect to any party, means any corporation or other organization, whether incorporated or unincorporated, of which such party directly or indirectly owns or controls more than 50% of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or other governing body performing similar functions.

Existence; Good Standing; Corporate Authority. Each of the The Company and each of --------------------------------------------- its Subsidiaries subsidiaries is (a) a corporation duly organizedincorporated, validly existing and in - good standing under the laws of its jurisdiction of organization incorporation and (b) is - duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States or the laws of any foreign jurisdiction, if applicable, jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such licensure, qualification or good standing necessary, except where the failure to be so qualified in good standing or to be so licensed or qualified, individually or in good standing could the aggregate, would not, or would not reasonably be expected to to, have a Material Adverse Effect. For purposes of this Agreement, the term "Material Adverse Effect" means any event, ----------------------- any occurrence, fact, condition, change, effect, event, occurrence, state of facts development or developments effect that (i) materially adversely affects has a - material adverse effect upon the assetsbusiness, liabilities, businessoperations, results of operations, assets or financial condition (financial or otherwise) or prospects of the Company and its Subsidiariessubsidiaries, taken as a whole whole, or (ii) adversely affects prevents the Company from consummating the transactions -- contemplated hereby; provided, in either case, that "Material Adverse Effect" -------- ----------------------- shall not include any change in or delays effect upon the ability business, assets, financial condition or results of operations of the Company on and any of its subsidiaries directly arising out of (a) changes in generally accepted accounting principles, - (b) acts or omissions of the one handCompany or any of its subsidiaries taken with the - prior written consent of the Parent, (c) conditions, events or circumstances - generally affecting the United States economy, the world economy, or Merger Sub and Purchaser on the othersegments of either the United States insurance brokerage or reinsurance brokerage industry or the world insurance brokerage or reinsurance brokerage industry in which the Company participates, to consummate (d) the transactions contemplated by this Agreement, provided, -------- however, that none litigation set forth in - Section 4.1 of the following shall be deemed in themselvesCompany Disclosure Letter, either alone ------- or in combination, to constitute, a Material Adverse Effect (Ae) any change claim made by the Parent - or its affiliates against the Company or any of its subsidiaries in the market price any litigation or trading volume of the Company's stock after the date hereof; otherwise, (Bf) any failure by changes or effects resulting solely from the Company to meet internal revenue or earnings projections or forecasts or published revenue or earnings projections for any period ending (or for which revenues or earnings are released) on or after the date of this Agreement and prior to the Effective Time; (C) decreases in working capital substantially consistent with the Company's internal projections supplied to the Purchaser; (D) any adverse change, effect, event, occurrence, state of facts or developments directly caused by the deterioration in performance of the Company's last-mile providers; (E) any adverse change, effect, event, occurrence, state of facts or development change, effect, event, occurrence, state of facts or developments directly caused by the - announcement or pendency of the Offer or the Merger Merger, and (including any cancellations of or delays in customer orders, any reduction in sales, any disruption in supplier, distributor, partner or similar relationships or any g) the loss of employees); (F) any adverse change, effect, event, occurrence, state the customer - accounts or contracts set forth in Section 4.1 of facts or developments directly caused by resulting from or attributable to conditions affecting the DSL industry as a whole or the U.S. or world economies as a whole (unless such conditions adversely affect the Company Disclosure Letter (as defined in a materially disproportionate mannerSection 4.3); (G) any adverse change, effect, event, occurrence, state of facts or development directly resulting from or attributable or relating to out-of-pocket fees and expenses (including legal, accounting, investment banking and other fees and expenses) incurred in connection with the transactions contemplated by this Agreement and disclosed in the Disclosure Letter; or (H) any adverse change, effect, event, occurrence, state of facts or development directly caused by compliance with the terms of, or the taking of any action required by, this Agreement; and provided, further, that with respect to any dispute regarding whether any adverse change, effect, event, occurrence, state of facts or development is "directly caused" by any of the foregoing, the Company shall have the burden of proof by a preponderance of the evidence. Each of the Company and its Subsidiaries subsidiaries has all the requisite corporate power and authority to own, operate and lease its properties and assets and carry on its business as now conducted conducted. The Company has heretofore delivered to the Parent true and correct copies of the Certificate of Incorporation and By-laws of the Company (the "Constituent Documents") and the organizational --------------------- documents of each subsidiary, in each case as currently proposed to be conducted except where amended through the failure to have date hereof, and all such power Constituent Documents and authority could not reasonably be expected to have, individually or organizational documents are in full force and effect as of the aggregate, adate hereof.

Existence; Good Standing; Corporate Authority. Each of the Company and --------------------------------------------- its Subsidiaries is (a) duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (b) is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States or the laws of any foreign jurisdiction, if applicable, in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing could would not reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, the term "Material Adverse Effect" means ----------------------- any change, effect, event, occurrence, state of facts or developments that (i) materially adversely affects affect the assets, liabilities, business, results of operations, operations or condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole or (ii) materially adversely affects affect or delays delay the ability of the Company on the one hand, or Merger Sub and Purchaser on the other, to consummate the transactions contemplated by this Agreement, Agreement (either of the foregoing clauses (i) or (ii) being a "Material Adverse Effect"; provided, -------- however, that none of the following shall be are deemed in themselves, either alone ------- or in combination, not to constitute, constitute a Material Adverse Effect Effect: (Aw) any change decline in the revenues, website traffic, pricing of advertising and market price or trading volume share of the Company due to reasons beyond the Company's stock after the date hereof; control, (Bx) any failure by the Company to meet internal revenue or earnings projections or forecasts or published revenue or earnings projections for any period ending (or for which revenues or earnings are released) on or after the date of this Agreement and prior to the Effective Time; (C) decreases in working capital substantially consistent with the Company's internal projections supplied to the Purchaser; (D) any adverse change, effect, event, occurrence, state of facts or developments directly caused by the deterioration in performance of the Company's last-mile providers; (E) any adverse change, effect, event, occurrence, state of facts or development change, effect, event, occurrence, state of facts or developments directly caused by the announcement or pendency of the Offer or the Merger (including any cancellations of or delays in customer orders, any reduction in sales, any disruption in supplier, distributor, partner or similar relationships or any loss of employees); (F) any adverse change, effect, event, occurrence, state of facts or developments directly caused by resulting from or attributable to conditions affecting the DSL industry U.S. economy, as a whole, (y) conditions affecting the internet game or software industries, as a whole or the U.S. or world economies as a whole and (unless such conditions adversely affect the Company in a materially disproportionate manner); (Gz) any adverse change, effect, event, occurrence, state of facts or development directly resulting from or attributable or relating to out-of-pocket fees actions and expenses (including legal, accounting, investment banking and other fees and expenses) incurred in connection with the transactions contemplated by this Agreement and disclosed in the Disclosure Letter; or (H) any adverse change, effect, event, occurrence, state of facts or development directly caused by compliance with the terms of, or the taking of any action required by, events permitted under this Agreement; and provided, further, that with respect to any dispute regarding whether any adverse change, effect, event, occurrence, state of facts or development is "directly caused" by any of the foregoing, the Company shall have the burden of proof by a preponderance of the evidence). Each of the Company and its Subsidiaries has all requisite corporate power and authority to own, operate and lease its properties and assets and carry on its business as now conducted and as currently proposed to be conducted except where the failure to have such power and authority could would not reasonably be expected to have, individually or in the aggregate, aa Material Adverse Effect. The Company has heretofore made available to Purchaser true and correct copies of the certificate of incorporation and bylaws or other governing instruments of the Company and each of its Subsidiaries as currently in effect.

Existence; Good Standing; Corporate Authority. Each of the Company and --------------------------------------------- its Subsidiaries Watsxx xxx Watsxx Xxx (i) is (a) a corporation duly organizedincorporated, validly existing and in good standing under the laws of its respective jurisdiction of organization and (b) is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States or the laws of any foreign jurisdiction, if applicable, in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing could not reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, the term "Material Adverse Effect" means ----------------------- any change, effect, event, occurrence, state of facts or developments that (i) materially adversely affects the assets, liabilities, business, results of operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole or incorporation; (ii) adversely affects or delays the ability of the Company on the one hand, or Merger Sub and Purchaser on the other, to consummate the transactions contemplated by this Agreement, provided, -------- however, that none of the following shall be deemed in themselves, either alone ------- or in combination, to constitute, a Material Adverse Effect (A) any change in the market price or trading volume of the Company's stock after the date hereof; (B) any failure by the Company to meet internal revenue or earnings projections or forecasts or published revenue or earnings projections for any period ending (or for which revenues or earnings are released) on or after the date of this Agreement and prior to the Effective Time; (C) decreases in working capital substantially consistent with the Company's internal projections supplied to the Purchaser; (D) any adverse change, effect, event, occurrence, state of facts or developments directly caused by the deterioration in performance of the Company's last-mile providers; (E) any adverse change, effect, event, occurrence, state of facts or development change, effect, event, occurrence, state of facts or developments directly caused by the announcement or pendency of the Offer or the Merger (including any cancellations of or delays in customer orders, any reduction in sales, any disruption in supplier, distributor, partner or similar relationships or any loss of employees); (F) any adverse change, effect, event, occurrence, state of facts or developments directly caused by resulting from or attributable to conditions affecting the DSL industry as a whole or the U.S. or world economies as a whole (unless such conditions adversely affect the Company in a materially disproportionate manner); (G) any adverse change, effect, event, occurrence, state of facts or development directly resulting from or attributable or relating to out-of-pocket fees and expenses (including legal, accounting, investment banking and other fees and expenses) incurred in connection with the transactions contemplated by this Agreement and disclosed in the Disclosure Letter; or (H) any adverse change, effect, event, occurrence, state of facts or development directly caused by compliance with the terms of, or the taking of any action required by, this Agreement; and provided, further, that with respect to any dispute regarding whether any adverse change, effect, event, occurrence, state of facts or development is "directly caused" by any of the foregoing, the Company shall have the burden of proof by a preponderance of the evidence. Each of the Company and its Subsidiaries has all requisite corporate power and authority to ownown or lease, and operate and lease its properties and assets assets, and to carry on its business as now conducted and as currently proposed to be conducted conducted, except where the failure to have such power and authority could would not reasonably have a Watsxx Xxxerial Adverse Effect (as defined A-5 6 herein) and to consummate the transactions contemplated hereby; (iii) is duly qualified or licensed to do business and is in good standing in all jurisdictions in which it owns or leases property or in which the conduct of its business requires it to so qualify or be expected licensed, except where the failure to haveso qualify, individually or in the aggregate, would not have a Watsxx Xxxerial Adverse Effect; and (iv) has obtained all licenses, permits, franchises and other governmental authorizations necessary to the ownership or operation of its properties or the conduct of its business, except where the failure to have obtained such licenses, permits, franchises or authorizations would not have a Watsxx Xxxerial Adverse Effect. The copies of Watsxx'x xxx Watsxx Xxx's Articles or Certificate of Incorporation and By-Laws as in effect on the date hereof have been previously delivered to the Company or have been made available for the Company's review and are true and correct. For purposes of this Agreement, a "Material Adverse Effect" when used with respect to any entity means (a) a material adverse effect on the business, results of operations, financial condition or prospects of such entity and its subsidiaries, taken as a whole, or (b) a material impairment in the ability of such entity or its subsidiaries to perform any of their obligations under this Agreement or to consummate the Merger.

Existence; Good Standing; Corporate Authority. Each of the Company and --------------------------------------------- each of its Subsidiaries is (ai) a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization incorporation and (bii) is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States or the laws of any foreign jurisdiction, if applicable, in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing could would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. For purposes of this Agreement, material adverse effect on the term "Material Adverse Effect" means ----------------------- any change, effect, event, occurrence, state of facts or developments that (i) materially adversely affects the assets, liabilities, business, results of operations, revenues, assets or financial condition (financial or otherwise) or prospects of the Company and its Subsidiaries, Subsidiaries taken as a whole or (ii) adversely affects or delays the ability of the Company on and its Subsidiaries to conduct their business after the one hand, Closing substantially consistent with the manner conducted in the past (a "MATERIAL ADVERSE EFFECT") (it being understood that (i) any adverse effect that is caused by conditions affecting the economy or Merger Sub and Purchaser on the other, to consummate the transactions contemplated by this Agreement, provided, -------- however, that none of the following securities markets generally shall not be deemed taken into account in themselves, either alone ------- or in combination, to constitute, determining whether there has been a Material Adverse Effect (A) any change in the market price or trading volume of the Company's stock after the date hereof; (B) any failure by the Company to meet internal revenue or earnings projections or forecasts or published revenue or earnings projections for any period ending (or for which revenues or earnings are released) on or after the date of this Agreement and prior to the Effective Time; (C) decreases in working capital substantially consistent with the Company's internal projections supplied to the Purchaser; (Dii) any adverse change, effect, event, occurrence, state of facts or developments directly effect that is caused by the deterioration in performance of the Company's last-mile providers; (E) any adverse change, effect, event, occurrence, state of facts or development change, effect, event, occurrence, state of facts or developments directly caused by the announcement or pendency of the Offer or the Merger (including any cancellations of or delays in customer orders, any reduction in sales, any disruption in supplier, distributor, partner or similar relationships or any loss of employees); (F) any adverse change, effect, event, occurrence, state of facts or developments directly caused by resulting from or attributable to conditions affecting the DSL primary industry as in which the Company currently competes shall not be taken into account in determining whether there has been a whole or the U.S. or world economies as a whole Material Adverse Effect (unless provided that such conditions adversely effect does not affect the Company in a materially disproportionate manner); ) and (Giii) any adverse change, effect, event, occurrence, state of facts or development directly effect resulting from the Offer, the Merger or attributable or relating to out-of-pocket fees and expenses (including legal, accounting, investment banking and other fees and expenses) incurred in connection with any of the transactions contemplated by this Agreement and disclosed in the Disclosure Letter; or (H) any adverse change, effect, event, occurrence, state of facts or development directly caused by compliance with the terms of, hereby or the taking of any action required by, this Agreement; and provided, further, that with respect to any dispute regarding whether any adverse change, effect, event, occurrence, state of facts announcement thereof (including those resulting from litigation brought or development is "directly caused" by any of the foregoing, threatened against the Company or any member of its Board of Directors in respect thereof) shall have the burden of proof by not be taken into account in determining whether there has been a preponderance of the evidenceMaterial Adverse Effect). Each of the Company and each of its Subsidiaries has all requisite corporate power and authority to own, own or lease and operate and lease its properties and assets and carry on its business as now conducted conducted. The Company has heretofore made available to Purchaser true and correct copies of the Company's Certificate of Incorporation and By-Laws as currently proposed to be conducted except where the failure to have such power and authority could not reasonably be expected to have, individually or in the aggregate, aeffect.

Existence; Good Standing; Corporate Authority. Each of the COMPLIANCE WITH LAW. The Company and --------------------------------------------- its Subsidiaries is (a) a corporation duly organizedincorporated, validly existing and in good standing under the laws of its jurisdiction State of organization and (b) Delaware. The Company is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state those jurisdictions specified in Section 3.1.1 of the United States or Disclosure Letter, which are the laws of any foreign jurisdiction, if applicable, only jurisdictions in which the character of the properties owned owned, used or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified would not, individually or to be in good standing could not the aggregate, have or reasonably be expected to have a Material Adverse Effect. For purposes of this Agreementmaterial adverse effect on the business, the term "Material Adverse Effect" means ----------------------- any changeproperties, effect, event, occurrence, state of facts or developments that (i) materially adversely affects the assets, liabilities, business, results of operations, condition (operations or financial or otherwise) other condition or prospects of the Company and its Subsidiaries, Subsidiaries taken as a whole or (ii) adversely affects or delays the ability of the a "COMPANY MATERIAL ADVERSE EFFECT"). The Company on the one hand, or Merger Sub and Purchaser on the other, to consummate the transactions contemplated by this Agreement, provided, -------- however, that none of the following shall be deemed in themselves, either alone ------- or in combination, to constitute, a Material Adverse Effect (A) any change in the market price or trading volume of the Company's stock after the date hereof; (B) any failure by the Company to meet internal revenue or earnings projections or forecasts or published revenue or earnings projections for any period ending (or for which revenues or earnings are released) on or after the date of this Agreement and prior to the Effective Time; (C) decreases in working capital substantially consistent with the Company's internal projections supplied to the Purchaser; (D) any adverse change, effect, event, occurrence, state of facts or developments directly caused by the deterioration in performance of the Company's last-mile providers; (E) any adverse change, effect, event, occurrence, state of facts or development change, effect, event, occurrence, state of facts or developments directly caused by the announcement or pendency of the Offer or the Merger (including any cancellations of or delays in customer orders, any reduction in sales, any disruption in supplier, distributor, partner or similar relationships or any loss of employees); (F) any adverse change, effect, event, occurrence, state of facts or developments directly caused by resulting from or attributable to conditions affecting the DSL industry as a whole or the U.S. or world economies as a whole (unless such conditions adversely affect the Company in a materially disproportionate manner); (G) any adverse change, effect, event, occurrence, state of facts or development directly resulting from or attributable or relating to out-of-pocket fees and expenses (including legal, accounting, investment banking and other fees and expenses) incurred in connection with the transactions contemplated by this Agreement and disclosed in the Disclosure Letter; or (H) any adverse change, effect, event, occurrence, state of facts or development directly caused by compliance with the terms of, or the taking of any action required by, this Agreement; and provided, further, that with respect to any dispute regarding whether any adverse change, effect, event, occurrence, state of facts or development is "directly caused" by any of the foregoing, the Company shall have the burden of proof by a preponderance of the evidence. Each of the Company and its Subsidiaries has all requisite corporate power and authority to own, operate and lease its properties and assets and carry on its business as now conducted conducted. Each of the Company's Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, has the corporate power and authority to own, operate and lease its properties and to carry on its business as currently proposed it is now being conducted, and is duly qualified to be conducted do business and is in good standing in those jurisdictions in which the ownership of its property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have such power a Company Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries is in violation of any order, writ, judgment, decree, injunction or similar pronouncement (each, an "ORDER"), of any court, governmental authority or arbitration board or tribunal, or any law, statute, ordinance, governmental rule or regulation (each, a "LAW") to which the Company or any of its Subsidiaries or any of their respective properties or assets is subject, and authority could not reasonably be expected the Company and its Subsidiaries have conducted their businesses and operations in substantial compliance with all Laws applicable thereto. The copies of the Company's Organizational Documents previously delivered to have, individually or Purchaser are true and correct and are the Organizational Documents as in effect on the aggregate, adate hereof.

Existence; Good Standing; Corporate Authority. Each of the Company and --------------------------------------------- each of its Subsidiaries is (ai) duly organized, validly existing and in good standing under the laws of its jurisdiction of organization incorporation and (bii) is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States or the laws of any foreign jurisdiction, if applicable, in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing could would not reasonably have and would not be expected to have a Material Adverse Effect. For purposes of this Agreement, the term "Material Adverse Effect" means ----------------------- any change, effect, event, occurrence, state of facts or developments that (i) materially adversely affects the assets, liabilities, business, results of operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole or (ii) adversely affects or delays the ability of the Company on the one hand, or Merger Sub and Purchaser on the other, to consummate the transactions contemplated by this Agreement, provided, -------- however, that none of the following shall be deemed in themselves, either alone ------- or in combination, to constitute, a Material Adverse Effect (A) any change in the market price or trading volume of the Company's stock after the date hereof; (B) any failure by the Company to meet internal revenue or earnings projections or forecasts or published revenue or earnings projections for any period ending (or for which revenues or earnings are released) on or after the date of this Agreement and prior to the Effective Time; (C) decreases in working capital substantially consistent with the Company's internal projections supplied to the Purchaser; (D) any adverse change, effect, event, occurrence, state of facts or developments directly caused by the deterioration in performance of the Company's last-mile providers; (E) any adverse change, effect, event, occurrence, state of facts or development change, effect, event, occurrence, state of facts or developments directly caused by the announcement or pendency of the Offer or the Merger (including any cancellations of or delays in customer orders, any reduction in sales, any disruption in supplier, distributor, partner or similar relationships or any loss of employees); (F) any adverse change, effect, event, occurrence, state of facts or developments directly caused by resulting from or attributable to conditions affecting the DSL industry as a whole or the U.S. or world economies as a whole (unless such conditions adversely affect the Company in a materially disproportionate manner); (G) any adverse change, effect, event, occurrence, state of facts or development directly resulting from or attributable or relating to out-of-pocket fees and expenses (including legal, accounting, investment banking and other fees and expenses) incurred in connection with the transactions contemplated by this Agreement and disclosed in the Disclosure Letter; or (H) any adverse change, effect, event, occurrence, state of facts or development directly caused by compliance with the terms of, or the taking of any action required by, this Agreement; and provided, further, that with respect to any dispute regarding whether any adverse change, effect, event, occurrence, state of facts or development is "directly caused" by any of the foregoing, the Company shall have the burden of proof by a preponderance of the evidence. Each of the Company and its Subsidiaries has all requisite corporate power and authority to own, operate and lease its properties and assets and carry on its business as now conducted and as currently proposed to be conducted except where the failure to have such power and authority could not reasonably be expected likely to have, individually or in the aggregate, aa material adverse effect on the business, operations, or financial condition of the Company and its Subsidiaries taken as a whole or the ability of the Company and its Subsidiaries to conduct their business after the Closing consistent in all material respects with the manner conducted in the past (a "Material Adverse Effect"); provided, however, that "Material Adverse Effect" shall not include any change, effect, condition, event or circumstance arising out of or attributable to (i) any decrease in the market price of the Shares (but not any change, effect, condition, event or circumstance underlying such decrease to the extent that it would otherwise constitute a Material Adverse Effect), (ii) changes, effects, conditions, events or circumstances that generally affect the industries in which the Company or the Subsidiaries operate (including legal and regulatory changes), (iii) general economic conditions or changes, effects, conditions or circumstances affecting the securities markets generally or (iv) changes arising from the consummation of the transactions contemplated hereby or the announcement of the execution of this Agreement. Each of the Company and each of its Subsidiaries has all requisite power and authority to own or lease and operate its properties and carry on its business as now conducted. The Company has heretofore made available to Parent true, accurate and complete copies of the certificate of incorporation and by- laws, each as amended to date as and currently in effect.

Existence; Good Standing; Corporate Authority. Each of the The Company and --------------------------------------------- its Subsidiaries is (a) a corporation duly organizedincorporated, validly existing and in good standing under the laws of its jurisdiction the State of organization and (b) Maryland. The Company is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other each state of the United States or the laws of any foreign jurisdiction, if applicable, in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing could would not reasonably be expected to have a Company Material Adverse Effect. For purposes The Company has all requisite corporate power and authority to own, operate and lease its properties and carry on its business as now conducted. The copies of the Company's articles of incorporation and bylaws previously made available to Purchaser are true, correct and complete. As used in this Agreement, the term "Company Material Adverse Effect" means ----------------------- any change, effect, event, occurrence, state of facts event or developments condition that has had or could reasonably be expected to (i) materially adversely affects have a material adverse effect on the assets, liabilities, business, results of operations, operations or financial condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole whole, or (ii) adversely affects prevent or delays materially delay the Company's ability of the Company on the one hand, or Merger Sub and Purchaser on the other, to consummate the transactions contemplated by this Agreement, hereby; provided, -------- however, that none without waiving any representation, warranty or covenant in no event will any of the following shall be deemed in themselves, either alone ------- or in combination, to constitute, constitute a Company Material Adverse Effect Effect: (Aa) any a change in the market price or trading volume prices of any of the Company's stock after the date hereofsecurities, in and of itself; (Bb) any failure by effects, changes, events, circumstances or conditions generally affecting the long-term care or real estate finance industries or arising from changes in general business or economic conditions, provided that the effect thereof is not materially disproportionate on the Company to meet internal revenue or earnings projections or forecasts or published revenue or earnings projections for any period ending (or for which revenues or earnings are released) and its Subsidiaries than the effect on or after the date of this Agreement and prior to the Effective Timesimilarly situated companies; (Cc) decreases in working capital substantially consistent with the Company's internal projections supplied to the Purchaser; (D) any adverse changeeffects, effectchanges, eventevents, occurrence, state of facts circumstances or developments conditions directly caused by the deterioration in performance of the Company's last-mile providers; (E) any adverse change, effect, event, occurrence, state of facts or development change, effect, event, occurrence, state of facts or developments directly caused by the announcement or pendency of the Offer or the Merger (including any cancellations of or delays in customer orders, any reduction in sales, any disruption in supplier, distributor, partner or similar relationships or any loss of employees); (F) any adverse change, effect, event, occurrence, state of facts or developments directly caused by resulting from or attributable to conditions affecting the DSL industry as a whole or the U.S. or world economies as a whole (unless such conditions adversely affect the Company in a materially disproportionate manner); (G) any adverse change, effect, event, occurrence, state of facts or development directly resulting from or attributable or relating to out-of-pocket fees and expenses (including without limitation legal, accounting, investigatory, investment banking and other fees and expenses) incurred in connection with the transactions contemplated by this Agreement and disclosed the Transaction Documents; (d) any effects, changes, events, circumstances or conditions resulting from the announcement or pendency of any of the transactions provided for in the Disclosure LetterTransaction Documents; or (He) any adverse changeeffects, effectchanges, eventevents, occurrence, state of facts circumstances or development directly caused conditions resulting from compliance by compliance Purchaser or the Company with the terms of, or the taking of any action actions specifically required byto be taken in, this Agreementthe Transaction Documents; (f) the effect of the financial condition of any operator of any of the Company Properties described in Section 2.1 of the Company Disclosure Letter; (g) the effect of any operator of any of the Company Properties in bankruptcy proceedings as of the date hereof rejecting leases to Company Properties or Material Contacts; and (h) the effect of any matters specifically disclosed in the Company Disclosure Letter except with respect to items 1 and 9 of Section 2.10 of the Company Disclosure Letter to the extent the ultimate liability associated therewith shall exceed $15.0 million in the aggregate after application of any available insurance proceeds and reimbursement available to the Company as a result of rights of contribution, subrogation and other similar sources of reimbursement for such liabilities and provided, furtherhowever, that with respect to any dispute regarding whether any adverse change, effect, event, occurrence, state of facts event or development is "directly caused" by condition arising after the date hereof in any of the foregoingmatters specifically disclosed in the Company Disclosure Letter shall not be excluded from the definition of Company Material Adverse Effect for purposes of Section 5.3. As used in this Agreement, the Company shall have the burden of proof by a preponderance of the evidence. Each of the Company and its Subsidiaries has all requisite corporate power and authority to own, operate and lease its properties and assets and carry on its business as now conducted and as currently proposed to be conducted except where the failure to have such power and authority could not reasonably be expected to have, individually or in the aggregate, aterm "Subsidiary"

Existence; Good Standing; Corporate Authority. Each of the The Company and --------------------------------------------- each of its Subsidiaries subsidiaries is (a) a corporation duly organizedincorporated, validly existing and in good standing under the laws of its jurisdiction of organization incorporation and (b) is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States or the laws of any foreign jurisdiction, if applicable, jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such licensure, qualification or good standing necessary, except where the failure to be so qualified in good standing or to be so licensed or qualified, individually or in good standing could the aggregate, would not, or would not reasonably be expected to to, have a Material Adverse Effect. For purposes of this Agreement, the term "Material Adverse Effect" means ----------------------- any change, effect, event, occurrence, state of facts fact, condition, change, development or developments effect that (i) materially adversely affects has a material adverse effect upon the assetsbusiness, liabilities, businessoperations, results of operations, assets or financial condition (financial or otherwise) or prospects of the Company and its Subsidiariessubsidiaries, taken as a whole whole, or (ii) adversely affects prevents the Company from consummating the transactions contemplated hereby; provided, in either case, that "Material Adverse Effect" shall not include any change in or delays effect upon the ability business, assets, financial condition or results of operations of the Company on and any of its subsidiaries directly arising out of (a) changes in generally accepted accounting principles, (b) acts or omissions of the one handCompany or any of its subsidiaries taken with the prior written consent of the Parent, (c) conditions, events or circumstances generally affecting the United States economy, the world economy, or Merger Sub and Purchaser on the othersegments of either the United States insurance brokerage or reinsurance brokerage industry or the world insurance brokerage or reinsurance brokerage industry in which the Company participates, to consummate (d) the transactions contemplated by this Agreement, provided, -------- however, that none litigation set forth in Section 4.1 of the following shall be deemed in themselvesCompany Disclosure Letter, either alone ------- or in combination, to constitute, a Material Adverse Effect (Ae) any change claim made by the Parent or its affiliates against the Company or any of its subsidiaries in the market price any litigation or trading volume of the Company's stock after the date hereof; otherwise, (Bf) any failure by the Company to meet internal revenue changes or earnings projections or forecasts or published revenue or earnings projections for any period ending (or for which revenues or earnings are released) on or after the date of this Agreement and prior to the Effective Time; (C) decreases in working capital substantially consistent with the Company's internal projections supplied to the Purchaser; (D) any adverse change, effect, event, occurrence, state of facts or developments directly caused by the deterioration in performance of the Company's last-mile providers; (E) any adverse change, effect, event, occurrence, state of facts or development change, effect, event, occurrence, state of facts or developments directly caused by effects resulting solely from the announcement or pendency of the Offer or the Merger Merger, and (including any cancellations of or delays in customer orders, any reduction in sales, any disruption in supplier, distributor, partner or similar relationships or any g) the loss of employees); (F) any adverse change, effect, event, occurrence, state the customer accounts or contracts set forth in Section 4.1 of facts or developments directly caused by resulting from or attributable to conditions affecting the DSL industry as a whole or the U.S. or world economies as a whole (unless such conditions adversely affect the Company Disclosure Letter (as defined in a materially disproportionate mannerSection 4.3); (G) any adverse change, effect, event, occurrence, state of facts or development directly resulting from or attributable or relating to out-of-pocket fees and expenses (including legal, accounting, investment banking and other fees and expenses) incurred in connection with the transactions contemplated by this Agreement and disclosed in the Disclosure Letter; or (H) any adverse change, effect, event, occurrence, state of facts or development directly caused by compliance with the terms of, or the taking of any action required by, this Agreement; and provided, further, that with respect to any dispute regarding whether any adverse change, effect, event, occurrence, state of facts or development is "directly caused" by any of the foregoing, the Company shall have the burden of proof by a preponderance of the evidence. Each of the Company and its Subsidiaries subsidiaries has all the requisite corporate power and authority to own, operate and lease its properties and assets and carry on its business as now conducted conducted. The Company has heretofore delivered to the Parent true and correct copies of the Certificate of Incorporation and By-laws of the Company (the "Constituent Documents") and the organizational documents of each subsidiary, in each case as currently proposed to be conducted except where amended through the failure to have date hereof, and all such power Constituent Documents and authority could not reasonably be expected to have, individually or organizational documents are in full force and effect as of the aggregate, adate hereof.

Existence; Good Standing; Corporate Authority. Each of the Company and --------------------------------------------- its Subsidiaries is (a) Purchaser is a corporation duly organizedorganized and is validly existing and in good standing under the laws of the State of Delaware, (b) each Subsidiary of Purchaser is a corporation duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization organization, and (bc) each of Purchaser and its Subsidiaries is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any each other state of the United States or the laws of any foreign jurisdiction, if applicable, in which the character of the properties owned owned, licensed or leased by it or in which the transaction of its business makes such qualification necessary, except except, in the case of the foregoing clauses (b) and (c), where the failure to be so licensed or qualified or to be in good standing could standing, has not had and would not reasonably be expected to have a Purchaser Material Adverse Effect. For purposes of this Agreement, the term "“Purchaser Material Adverse Effect" ” means ----------------------- any change, effectcircumstance, development, occurrence, event, occurrencefact or effect (each, state of facts a “Purchaser Effect”) that, when considered either individually or developments that together with all other Purchaser Effects, is or is reasonably likely to be materially adverse to (i) materially adversely affects the business, properties, assets, liabilities, business, consolidated results of operations, operations or condition (financial or otherwise) or prospects of the Company Purchaser and its Subsidiaries, taken as a whole or (ii) adversely affects or delays the ability of the Company on the one hand, Purchaser or Merger Sub and Purchaser on the other, to consummate the transactions contemplated by this Agreement, ; provided, -------- that any such Purchaser Effect resulting or arising from or relating to any of the following matters shall not be considered when determining whether a Purchaser Material Adverse Effect has occurred or would reasonably be expected to occur: (i) any conditions, developments or changes affecting the industries in which Purchaser and its Subsidiaries operate; (ii) any conditions affecting the United States general economy or the general economy in any geographic area in which Purchaser or its Subsidiaries operate or developments or changes therein; (iii) political conditions, including acts of war (whether or not declared), armed hostilities and terrorism, or developments or changes therein; (iv) any conditions resulting from natural disasters; (v) compliance by Purchaser and its Subsidiaries with the covenants contained in this Agreement (provided that this clause shall not apply to Purchaser Effects resulting from compliance with Section 7.1(c)); (vi) the failure of the financial or operating performance of Purchaser or its Subsidiaries to meet internal projections or budgets for any period in and of itself (it being understood that any fact or development giving rise to or contributing to such failure may be the cause of a Purchaser Material Adverse Effect if not otherwise excluded pursuant to this definition); (vii) any action taken or omitted to be taken by or at the written request or with the written consent of the Company; (viii) any announcement of this Agreement or the transactions contemplated hereby, in each case, solely to the extent due to such announcement; (ix) changes in any Laws or accounting principles; or (x) any Purchaser Effects arising out of or resulting from any legal claims or other proceedings made by any of Purchaser’s stockholders (on their own behalf or on behalf of Purchaser) arising out of or related to this Agreement or the Merger; provided, however, that none of the following shall Purchaser Effects set forth in clauses (i), (ii), (iii), (iv) and (ix) above may be deemed taken into account in themselves, either alone ------- determining whether there has been or in combination, to constitute, is a Purchaser Material Adverse Effect (A) any change if and only to the extent such Purchaser Effects have a disproportionate impact on Purchaser and its Subsidiaries, taken as a whole, relative to the other participants in the market price or trading volume businesses in which Purchaser operates (after taking into account the size of the Company's stock after the date hereof; (B) any failure by the Company Purchaser and its Subsidiaries relative to meet internal revenue or earnings projections or forecasts or published revenue or earnings projections for any period ending (or for which revenues or earnings are released) on or after the date of this Agreement and prior to the Effective Time; (C) decreases in working capital substantially consistent with the Company's internal projections supplied to the Purchaser; (D) any adverse change, effect, event, occurrence, state of facts or developments directly caused by the deterioration in performance of the Company's last-mile providers; (E) any adverse change, effect, event, occurrence, state of facts or development change, effect, event, occurrence, state of facts or developments directly caused by the announcement or pendency of the Offer or the Merger (including any cancellations of or delays in customer orders, any reduction in sales, any disruption in supplier, distributor, partner or similar relationships or any loss of employeessuch other participants); (F) any adverse change, effect, event, occurrence, state of facts or developments directly caused by resulting from or attributable to conditions affecting the DSL industry as a whole or the U.S. or world economies as a whole (unless such conditions adversely affect the Company in a materially disproportionate manner); (G) any adverse change, effect, event, occurrence, state of facts or development directly resulting from or attributable or relating to out-of-pocket fees and expenses (including legal, accounting, investment banking and other fees and expenses) incurred in connection with the transactions contemplated by this Agreement and disclosed in the Disclosure Letter; or (H) any adverse change, effect, event, occurrence, state of facts or development directly caused by compliance with the terms of, or the taking of any action required by, this Agreement; and provided, further, that with respect to any dispute regarding whether any adverse change, effect, event, occurrence, state of facts or development is "directly caused" by any of the foregoing, the Company shall have the burden of proof by a preponderance of the evidence. Each of the Company Purchaser and its Subsidiaries has all requisite corporate power and authority to own, operate operate, license and lease its properties and assets and carry on its business as now conducted and as currently proposed to be conducted conducted, except where the failure to have such power and authority could would not reasonably be expected to have, individually have a Purchaser Material Adverse Effect. Purchaser has heretofore made available to the Company true and correct copies of the certificate of incorporation and bylaws or other governing instruments of Purchaser and Merger Sub as currently in the aggregate, aeffect. The corporate records and minute books of Purchaser and Merger Sub reflect all material actions taken and authorizations made at meetings of such companies’ board of directors or any committees thereof and at any stockholders’ meetings thereof.