Common use of Incorporation and Good Standing of the Company and its Significant Subsidiaries Clause in Contracts

Incorporation and Good Standing of the Company and its Significant Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement. The Company’s significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X of the Exchange Act) (the “Significant Subsidiaries”), have been duly organized and are validly existing as entities in good standing under the respective laws of the jurisdiction of their organization and have the requisite power and authority to own, lease and operate their properties and to conduct their businesses as described in the Prospectus. Each of the Company and each of the Significant Subsidiaries are duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the assets, business, operations, earnings, properties, condition (financial or otherwise), prospects, stockholders’ equity or results of operations of the Company and the Significant Subsidiaries taken as a whole, or prevent the consummation of the transactions contemplated hereby (a “Material Adverse Change”). Except as described in the Prospectus, all of the issued and outstanding capital stock or other equity interests of the Significant Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Significant Subsidiaries. The Each of the Company and its “significant subsidiaries” (as defined in Rule 1-02(w) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated or formed and is validly existing as a corporation and is in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the State jurisdiction of Delaware its incorporation or formation and has corporate power and authority to ownown or lease, lease as the case may be, and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and and, in the case of the Company, to enter into and perform its obligations under this Agreement. The Company’s significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X of the Exchange Act) (the “Significant Subsidiaries”), have been duly organized and are validly existing as entities in good standing under the respective laws of the jurisdiction of their organization and have the requisite power and authority to own, lease and operate their properties and to conduct their businesses as described in the Prospectus. Each of the Company and each of the Significant Subsidiaries are Subsidiary is duly qualified as a foreign corporation or foreign partnership business to transact business and is in good standing (to the extent such concept is applicable in the relevant jurisdiction) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the assets, business, operations, earnings, properties, condition (financial or otherwise), prospects, stockholders’ equity or results of operations of the Company and the Significant Subsidiaries taken as a whole, or prevent the consummation of the transactions contemplated hereby (a “Material Adverse Change”). Except as described in the Prospectus, all All of the issued and outstanding shares of capital stock or other equity interests of the each Significant Subsidiaries Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and and, except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law, are owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, have any corporation, association or other entity other than the subsidiaries subsidiary not listed in on Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently year ended fiscal year and other than (i) those subsidiaries not December 31, 2022, which is required to be so listed. All Significant Subsidiaries are listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal yearin Annex II hereto.

Incorporation and Good Standing of the Company and its Significant Subsidiaries. The Each of the Company and its “significant subsidiaries” (as defined in Rule 1-02(10) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated or formed and is validly existing as a corporation and is in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the State jurisdiction of Delaware its incorporation or formation and has corporate power and authority to ownown or lease, lease as the case may be, and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and and, in the case of the Company, to enter into and perform its obligations under this Agreement. The Company’s significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X of the Exchange Act) (the “Significant Subsidiaries”), have been duly organized and are validly existing as entities in good standing under the respective laws of the jurisdiction of their organization and have the requisite power and authority to own, lease and operate their properties and to conduct their businesses as described in the Prospectus. Each of the Company and each of the Significant Subsidiaries are Subsidiary is duly qualified as a foreign corporation or foreign partnership business to transact business and is in good standing (to the extent such concept is applicable in the relevant jurisdiction) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the assets, business, operations, earnings, properties, condition (financial or otherwise), prospects, stockholders’ equity or results of operations of the Company and the Significant Subsidiaries taken as a whole, or prevent the consummation of the transactions contemplated hereby (a “Material Adverse Change”). Except as described in the Prospectus, all All of the issued and outstanding shares of capital stock or other equity interests of the each Significant Subsidiaries Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and and, except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law, are owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, have any corporation, association or other entity other than the subsidiaries subsidiary not listed in on Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently year ended fiscal year and other than (i) those subsidiaries not December 31, 2019, which is required to be so listed. All Significant Subsidiaries are listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal yearin Annex II hereto.

Incorporation and Good Standing of the Company and its Significant Subsidiaries. The Each of the Company and each of its subsidiaries that is a significant subsidiary (as defined in Rule 1-02 of Regulation S-X) (each a “Significant Subsidiary”) has been duly incorporated incorporated, organized or formed, as the case may be, and is validly existing as a corporation corporation, limited liability company or a limited partnership in good standing under the laws of its respective jurisdiction of incorporation, organization or formation, as the State of Delaware case may be, and each has corporate corporate, limited liability company or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Offering Memorandum and, in the case of the Company and the Guarantors, to enter into and perform its their respective obligations under each of this Agreement, the Registration Rights Agreement, the Notes, the Exchange Notes, and the Indenture to the extent they are parties thereto. The Company’s significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X Schedule B includes all the Significant Subsidiaries of the Exchange Act) (the “Significant Subsidiaries”), have been duly organized and are validly existing as entities in good standing under the respective laws of the jurisdiction of their organization and have the requisite power and authority to own, lease and operate their properties and to conduct their businesses as described in the ProspectusCompany. Each of the Company and each of the its Significant Subsidiaries are is duly qualified as a foreign corporation or foreign partnership entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the assets, business, operations, earnings, properties, condition (financial or otherwise), prospects, stockholders’ equity or results of operations of the Company and the Significant Subsidiaries taken as a whole, or prevent the consummation of the transactions contemplated hereby (a “Material Adverse Change”). Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity ownership interests of the each Significant Subsidiaries have Subsidiary has been duly authorized and validly issued, are is fully paid and nonassessable and are non-assessable and, except as described in the Offering Memorandum, is owned by the Company Company, directly or through its subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than subsidiary (as defined in Rule 405 under the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and Securities Act) other than (i) those the subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act in Schedule D hereto and (ii) those subsidiaries formed or acquired since that, if considered in the last day aggregate as a single subsidiary, would not constitute a Significant Subsidiary. Each Significant Subsidiary of the most recently ended fiscal yearCompany is a Guarantor and each subsidiary listed in Schedule B is a Significant Subsidiary.

Incorporation and Good Standing of the Company and its Significant Subsidiaries. The Each of the Company and its “significant subsidiaries” (as defined in Rule 1-02(10) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated or formed and is validly existing as a corporation and is in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the State jurisdiction of Delaware its incorporation or formation and has corporate power and authority to ownown or lease, lease as the case may be, and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and and, in the case of the Company, to enter into and perform its obligations under this Agreement. The Company’s significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X of the Exchange Act) (the “Significant Subsidiaries”), have been duly organized and are validly existing as entities in good standing under the respective laws of the jurisdiction of their organization and have the requisite power and authority to own, lease and operate their properties and to conduct their businesses as described in the Prospectus. Each of the Company and each of the Significant Subsidiaries are Subsidiary is duly qualified as a foreign corporation or foreign partnership business to transact business and is in good standing (to the extent such concept is applicable in the relevant jurisdiction) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the assets, business, operations, earnings, properties, condition (financial or otherwise), prospects, stockholders’ equity or results of operations of the Company and the Significant Subsidiaries taken as a whole, or prevent the consummation of the transactions contemplated hereby (a “Material Adverse Change”). Except as described in the Prospectus, all All of the issued and outstanding shares of capital stock or other equity interests of the each Significant Subsidiaries Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and and, except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law, are owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, have any corporation, association or other entity other than the subsidiaries subsidiary not listed in on Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently year ended fiscal year and other than (i) those subsidiaries not December 31, 2017, which is required to be so listed. All Significant Subsidiaries are listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal yearin Annex II hereto.

Incorporation and Good Standing of the Company and its Significant Subsidiaries. The Each of the Company and its Significant Subsidiaries has been duly incorporated and is validly existing as a corporation corporation, partnership or limited liability company, as applicable, in good standing under the laws of the State jurisdiction of Delaware its incorporation or organization and has corporate the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and, in the case of the Company and SMHI, to enter into and perform its obligations under this Agreement. The Company’s significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X of the Exchange Act) (the “Significant Subsidiaries”), have been duly organized and are validly existing as entities in good standing under the respective laws of the jurisdiction of their organization and have the requisite power and authority to own, lease and operate their properties and to conduct their businesses as described in the Prospectus. Each of the Company and each of the Significant Subsidiaries are Subsidiary is duly qualified as a foreign corporation corporation, partnership or foreign partnership limited liability company, as applicable, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the assets, business, operations, earnings, properties, condition (financial or otherwise), prospects, stockholders’ equity or results of operations of the Company and the Significant Subsidiaries taken as a whole, or prevent the consummation of the transactions contemplated hereby (a “Material Adverse Change”). Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity interests or ownership interest of the Significant Subsidiaries have each subsidiary has been duly authorized and validly issued, are is fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus and are the Prospectus, is owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year ended December 31, 2005 and (ii) such other than (i) those subsidiaries not required to be listed on entities omitted from Exhibit 21.1 by Item 601 which, when such omitted entities are considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.X.

Incorporation and Good Standing of the Company and its Significant Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation and has corporate power and authority to ownown or lease, lease as the case may be, and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement. The ; (b) each of the Company’s significant subsidiaries 's Significant Subsidiaries (as defined in Rule 1-02(w) of Regulation S-X of the Exchange Act) (the “Significant Subsidiaries”below), have has been duly organized incorporated and are is validly existing as entities a corporation in good standing under the respective laws of the jurisdiction of their organization its incorporation and have the requisite has corporate power and authority to ownown or lease, lease as the case may be, and operate their its properties and to conduct their businesses its business as described in the Disclosure Package and the Prospectus. Each , except where the failure to be so incorporated or existing, in such standing or to have such power or authority would not, individually or in the aggregate, result in a material adverse effect on the condition, financial or otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (a "Material Adverse Effect"); (c) each of the Company and its Significant Subsidiaries are is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to not result in a material adverse effect on the assets, business, operations, earnings, properties, condition (financial or otherwise), prospects, stockholders’ equity or results of operations of the Company and the Significant Subsidiaries taken as a whole, or prevent the consummation of the transactions contemplated hereby (a “Material Adverse Change”)Effect. Except as described in the Prospectus, all All of the issued and outstanding shares of capital stock or other equity interests of the each Significant Subsidiaries Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable non-assessable and are owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, except for such security interests, mortgages, pledges, liens, encumbrances or claims granted in connection with the Loan and Security Agreement (as defined below). The Company does not own or controlFor purposes of this Agreement, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year "Significant Subsidiaries" means Alpharma Branded Products Division Inc. and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.Alpharma ApS.

Incorporation and Good Standing of the Company and its Significant Subsidiaries. The Each of the Company and each of its subsidiaries that is a significant subsidiary (as defined in Rule 1-02 of Regulation S-X) (each, a “Significant Subsidiary”) has been duly incorporated incorporated, organized or formed, as the case may be, and is validly existing as a corporation corporation, limited liability company or limited partnership in good standing under the laws of its respective jurisdiction of incorporation, organization or formation, as the State of Delaware case may be, and each has corporate corporate, limited liability company or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus Offering Memorandum and, in the case of the Company and the Guarantors, to enter into and perform its their respective obligations under each of this Agreement. The Company’s significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X of , the Registration Rights Agreement, the Notes, the Exchange Act) (Notes, and the “Significant Subsidiaries”), have been duly organized and Indenture to the extent they are validly existing as entities in good standing under the respective laws of the jurisdiction of their organization and have the requisite power and authority to own, lease and operate their properties and to conduct their businesses as described in the Prospectusparties thereto. Each of the Company and each of the its Significant Subsidiaries are is duly qualified as a foreign corporation or foreign partnership entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the assets, business, operations, earnings, properties, condition (financial or otherwise), prospects, stockholders’ equity or results of operations of the Company and the Significant Subsidiaries taken as a whole, or prevent the consummation of the transactions contemplated hereby (a “Material Adverse Change”). Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity ownership interests of the each Significant Subsidiaries have Subsidiary has been duly authorized and validly issued, are is fully paid and nonassessable and are non-assessable and, except as described in the Offering Memorandum, is owned by the Company Company, directly or through its subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than subsidiary (as defined in Rule 405 under the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and Securities Act) other than (i) those the subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act in Schedule D hereto and (ii) those subsidiaries formed or acquired since that, if considered in the last day aggregate as a single subsidiary, would not constitute a Significant Subsidiary. Each Significant Subsidiary of the most recently ended fiscal yearCompany is a Guarantor.

Incorporation and Good Standing of the Company and its Significant Subsidiaries. The Each of the Company and its “significant subsidiaries” (as defined in Rule 1-02(w) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated or formed and is validly existing as a corporation and is in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the State jurisdiction of Delaware its incorporation or formation and has corporate power and authority to ownown or lease, lease as the case may be, and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and and, in the case of the Company, to enter into and perform its obligations under this Agreement. The Company’s significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X of the Exchange Act) (the “Significant Subsidiaries”), have been duly organized and are validly existing as entities in good standing under the respective laws of the jurisdiction of their organization and have the requisite power and authority to own, lease and operate their properties and to conduct their businesses as described in the Prospectus. Each of the Company and each of the Significant Subsidiaries are Subsidiary is duly qualified as a foreign corporation or foreign partnership business to transact business and is in good standing (to the extent such concept is applicable in the relevant jurisdiction) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the assets, business, operations, earnings, properties, condition (financial or otherwise), prospects, stockholders’ equity or results of operations of the Company and the Significant Subsidiaries taken as a whole, or prevent the consummation of the transactions contemplated hereby (a “Material Adverse Change”). Except as described in the Prospectus, all All of the issued and outstanding shares of capital stock or other equity interests of the each Significant Subsidiaries Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and and, except for shares necessary to qualify directors or to maintain any minimum number of shareholders required by law, are owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, have any corporation, association or other entity other than the subsidiaries subsidiary not listed in on Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently year ended fiscal year and other than (i) those subsidiaries not December 31, 2020, which is required to be so listed. All Significant Subsidiaries are listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal yearin Annex II hereto.

Incorporation and Good Standing of the Company and its Significant Subsidiaries. The Each of the Company and each of its subsidiaries that is a significant subsidiary (as defined in Rule 1-02 of Regulation S-X) (“Significant Subsidiaries”) has been duly incorporated incorporated, organized or formed, as the case may be, and is validly existing as a corporation corporation, limited liability company or a limited partnership in good standing under the laws of its respective jurisdiction of incorporation, organization or formation, as the State of Delaware case may be, and each has corporate corporate, limited liability company or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. The Company’s significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X only Significant Subsidiaries of the Exchange Act) (Company are the “Significant Subsidiaries”), have been duly organized and are validly existing as entities subsidiaries listed in good standing under the respective laws of the jurisdiction of their organization and have the requisite power and authority to own, lease and operate their properties and to conduct their businesses as described in the ProspectusExhibit E hereto. Each of the Company and each of the its Significant Subsidiaries are is duly qualified as a foreign corporation or foreign partnership entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the assets, business, operations, earnings, properties, condition (financial or otherwise), prospects, stockholders’ equity or results of operations of the Company and the Significant Subsidiaries taken as a whole, or prevent the consummation of the transactions contemplated hereby (a “Material Adverse Change”). Except as described in the Prospectus, all All of the issued and outstanding capital stock or other equity ownership interests of the each Significant Subsidiaries have Subsidiary has been duly authorized and validly issued, are is fully paid and nonassessable non-assessable and, except as described in the Time of Sale Prospectus and are the Prospectus, is owned by the Company Company, directly or through its subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity subsidiary (as defined in Rule 405 under the Securities Act) other than (i) the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act D hereto and (ii) those subsidiaries formed or acquired since that, if considered in the last day of the most recently ended fiscal yearaggregate as a single subsidiary, would not constitute a Significant Subsidiary.

Incorporation and Good Standing of the Company and its Significant Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this AgreementAgreement and to consummate the transactions contemplated herein and therein. The Company’s Each significant subsidiaries (subsidiary of the Company as defined in Rule 1-02(w) 1.02 of Regulation S-S X of under the Exchange Act) Securities Act (the each a “Significant SubsidiariesSubsidiary”), have ) has been duly organized and are is validly existing as entities a corporation or limited liability company in good standing under the respective laws of the jurisdiction of their its organization (to the extent that the concept of good standing is applicable in such jurisdiction) and have has the requisite power and authority to own, lease and operate their its properties and to conduct their businesses its business as described in the Registration Statement and Prospectus. Each of the Company and each of the its Significant Subsidiaries are is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in under the laws of each jurisdiction in which such qualification and good standing is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the assets, business, operations, earnings, properties, condition (financial or otherwise), prospects, stockholders’ equity or results of operations of the Company and the Significant Subsidiaries taken as a whole, or prevent the consummation of the transactions contemplated hereby (a “Material Adverse Change”). Except as described in the Registration Statement and the Prospectus, all of the issued and outstanding capital stock or other equity interests of the Significant Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned directly or indirectly by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Significant Subsidiaries. The Each of the Company and its significant subsidiaries (as defined in Rule 1-02(10) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated and is validly existing as a corporation in good standing (to the extent such concept exists in the jurisdiction in question) under the laws of the State jurisdiction of Delaware its incorporation and has corporate power and authority to ownown or lease, lease as the case may be, and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and and, in the case of the Company, to enter into and perform its obligations under this Agreement. The Company’s significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X of the Exchange Act) (the “Significant Subsidiaries”), have been duly organized and are validly existing as entities in good standing under the respective laws of the jurisdiction of their organization and have the requisite power and authority to own, lease and operate their properties and to conduct their businesses as described in the Prospectus. Each of the Company and each of the Significant Subsidiaries are Subsidiary is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing (to the extent such concept exists in the jurisdiction in question) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in have a material adverse effect (i) on the assetscondition, financial or otherwise, or in the earnings, management, business, operations, earnings, properties, condition (financial or otherwise), prospects, stockholders’ equity or results of operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity or (ii) the Significant Subsidiaries taken as a wholeability of the Company to perform its obligations under, or prevent the consummation of and consummate the transactions contemplated hereby by, this Agreement, the Indenture and the Notes (each, a “Material Adverse ChangeEffect”). Except as described in the Prospectus, all All of the issued and outstanding shares of capital stock or other equity interests of the each Significant Subsidiaries Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claimclaim of any third party (except, in the case of any foreign subsidiary, for directors’ qualifying shares and except as otherwise disclosed in the Disclosure Package and the Prospectus). The Company does not own or control, directly or indirectly, have any corporation, association or other entity other than the subsidiaries subsidiary not listed in on Exhibit 21.1 21 to the Company’s its Annual Report on Form 10-K for the most recently ended its fiscal year and other than (i) those subsidiaries not ended December 31, 2012 which would be required to be so listed if such Annual Report on Exhibit 21.1 by Item 601 of Regulation SForm 10-K under were filed on the Exchange Act and (ii) those subsidiaries formed or acquired since the last day date of the most recently ended fiscal yearthis Agreement.

Incorporation and Good Standing of the Company and its Significant Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement. The entities listed on Schedule 4 hereto are the Company’s only significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X of the Exchange Act) (the “Significant Subsidiaries”), . The Significant Subsidiaries have been duly organized and are validly existing as entities in good standing under the respective laws of the jurisdiction of their organization and have the requisite power and authority to own, lease and operate their properties and to conduct their businesses as described in the Prospectus. Each of the Company and each of the Significant Subsidiaries are duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the assets, business, operations, earnings, properties, condition (financial or otherwise), prospects, stockholders’ equity or results of operations of the Company and the Significant Subsidiaries taken as a whole, or prevent the consummation of the transactions contemplated hereby (a “Material Adverse Change”). Except as described in the Prospectus, all of the issued and outstanding capital stock or other equity interests of the Significant Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Significant Subsidiaries. The Each of the Company and each of its significant subsidiaries (as defined in Rule 1-02(10) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated or formed and is validly existing as a corporation or other business entity in good standing (to the extent such concept is applicable) under the laws of the State jurisdiction of Delaware its incorporation and has the corporate or other business entity power and authority to ownown or lease, lease as the case may be, and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and and, in the case of the Company, to enter into and perform its obligations under this Agreement. The Company’s significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X of the Exchange Act) (the “Significant Subsidiaries”), have been duly organized and are validly existing as entities in good standing under the respective laws of the jurisdiction of their organization and have the requisite power and authority to own, lease and operate their properties and to conduct their businesses as described in the Prospectus. Each of the Company and each of the Significant Subsidiaries are Subsidiary is duly qualified as a foreign corporation or foreign partnership other business entity to transact business and is in good standing (to the extent such concept is applicable) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing (to the extent such concept is applicable) would not, individually or in the aggregate, reasonably be expected to result in have a material adverse effect on the assetsfinancial condition, earnings, business, operations, earnings, properties, condition (financial operations or otherwise), prospects, stockholders’ equity or results of operations prospects of the Company and the Significant Subsidiaries its subsidiaries, taken as a whole, or prevent the consummation of the transactions contemplated hereby whole (a “Material Adverse ChangeEffect”). Except as described in the Prospectus, all All of the issued and outstanding shares of capital stock or other equity interests of the each Significant Subsidiaries Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as disclosed in the Disclosure Package and the Prospectus, are owned by the Company Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, have any corporation, association or other entity other than the subsidiaries subsidiary not listed in on Exhibit 21.1 21 to the Company’s Annual Report on Form 10-K for the most recently year ended fiscal year and other than (i) those subsidiaries not December 31, 2009 which is required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed or acquired since the last day of the most recently ended fiscal yearso listed.