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

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, 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 where the failure to be so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, are owned by the 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 to the Registration Statement and (ii) such other entities omitted from Exhibit 21 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-X.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership corporation or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in the State of Delaware, the State of Texas and 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 where the failure to be so qualified and in good standing such extent as would not, individually or in the aggregate, reasonably expected to result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale ProspectusApplicable Prospectuses, are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, except to the extent any such security interest, mortgage, pledge, lien encumbrance or adverse claim would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. 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 to the Registration Statement and (ii) such other entities omitted from Exhibit 21 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-X.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and each of its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership corporation or limited liability companyother entity, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement, except where the failure to be in good standing would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. Each of the Company and each subsidiary of its subsidiaries is duly qualified as a foreign corporation, partnership corporation or limited liability companyother entity, as applicable, 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 where the failure to be so qualified and or in good standing would notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. All Except as otherwise disclosed in the Time of Sale Disclosure Package or the Applicable Prospectus, all of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary of the Company’s subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, and are owned by the Company, Company (directly or through the Company’s other 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 entity, and the Company does not have any “subsidiary” (as defined in Rule 405 under the Securities Act), other than (i) the subsidiaries listed in Exhibit 21 to the Registration Statement and (ii) such other entities omitted from Exhibit 21 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-X.Dynavax GmbH.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization organization, except, in the case of the Company’s subsidiaries, to the extent that the failure to be so qualified or be in good standing would not, individually or in the aggregate, result in a Material Adverse Change, and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the The Company and each subsidiary is duly qualified as a foreign corporation, partnership or 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 where the failure to be so qualified and in good standing such extent as would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, except to the extent any such security interest, mortgage, pledge, lien encumbrance or adverse claim would not, individually or in the aggregate, result in a Material Adverse Change. 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 to the Registration Statement and (ii) such other entities omitted from Exhibit 21 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-X.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries Significant Subsidiaries (as defined in Rule 1-02(w) of Regulation S-X) has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or partnership, limited liability companycompany or trust, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement or any Confirmation or Terms Agreement. Each of the Company and each subsidiary Significant Subsidiary is duly qualified as a foreign corporation, partnership or partnership, limited liability companycompany or trust, as applicable, 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 where the failure to be so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Except as otherwise disclosed in the Prospectus, 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 21.1 to the Registration Statement Company’s most recent Annual Report on Form 10-K and (ii) such other entities omitted from Exhibit 21 21.1 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-X.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or partnership, limited liability companycompany or trust, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the case of the CompanyIssuers and the Guarantors, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or partnership, limited liability companycompany or trust, as applicable, 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 where the failure to be so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, are owned by the 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 21.1 to the Registration Statement Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and (ii) such other entities omitted from Exhibit 21 which, when listed on Schedule D hereto. Each such omitted entities are considered in the aggregate as a single subsidiary, would entity listed on Schedule D does not constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing or of active status under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in the jurisdiction of its incorporation or organization and 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 be so qualified and in good standing qualify would not, individually or in the aggregate, not result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests interest of each subsidiary have has been duly authorized and validly issued, are is fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, are is owned by the 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 to the Registration Statement and (ii) such other entities omitted from Exhibit 21 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-X.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, 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, business except where the failure to be so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, are owned by the 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 to the Registration Statement and (ii) such other entities omitted from Exhibit 21 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-X.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement, except to the extent that failure to be in good standing would not reasonably be expected to result in a Material Adverse Change. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or 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 where to the extent that failure to be so qualified and or in good standing would notnot be reasonably expected to, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, and are owned by the 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 adverse claims as are specifically described in the Time of Sale Prospectus. 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 21.1 to the Registration Statement and (ii) such other entities omitted from such Exhibit 21 21.1 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-X.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a public limited company, corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign public limited company, corporation, partnership or limited liability company, as applicable, 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 where the failure to be so qualified and in good standing absence of such qualification would not, individually or in the aggregate, result in not constitute a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, are owned by the 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 public limited company, corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21 to the Registration Statement and (ii) such other entities omitted from Exhibit 21 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-X.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement, except, in the case of the Company’s subsidiaries, to the extent that the failure to be so qualified or be in good standing would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the condition (financial or otherwise), or on the earnings, business or prospects of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”). Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, 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 where the failure to be so qualified and in good standing such extent as would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse ChangeEffect. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary (i) have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, and are owned by the Company, directly or through subsidiaries, and (ii) are free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, except (x) in the case of clause (ii) above, as set forth in each Applicable Prospectus and (y) in the case of subsidiaries that are not Significant Subsidiaries (as defined below), for security interests, mortgages, pledges, liens, encumbrances or adverse claims as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 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 to the Registration Statement and (ii) such other entities omitted from Exhibit 21 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-X.X. None of the subsidiaries of the Company other than Regional Finance Corporation of South Carolina, Regional Finance Corporation of North Carolina, Regional Finance Corporation of Texas, Regional Finance Corporation of Alabama and RMC Reinsurance, Ltd. (each a “Significant Subsidiary”, and collectively, the “Significant Subsidiaries”) is a “significant subsidiary” (as defined in Rule 405).

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or partnership, limited liability companycompany or trust, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or partnership, limited liability companycompany or trust, as applicable, 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 where the failure to be so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, are owned by the 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 21.1 to the Registration Statement Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and (ii) such other entities omitted from Exhibit 21 21.1 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-X.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement, except where the failure to be in good standing would not reasonably be expected to result in a Material Adverse Change. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in in, with respect to the Company and Horizon Pharma USA, Inc., the State of Illinois, and with respect to each of the Company and each of its subsidiaries, 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 where the failure to be so qualified and or in good standing would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary of the Company’s subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, are owned by the 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 21.1 to the Registration Statement and (ii) such other entities omitted from Exhibit 21 21.1 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-X.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or partnership, limited liability companycompany or trust, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or partnership, limited liability companycompany or trust, as applicable, 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 where the failure to be so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, are owned by the 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 21.1 to the Registration Statement Company’s Annual Report on Form 10-K for the year fiscal ended December 31, 2023 and (ii) such other entities omitted from Exhibit 21 21.1 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-X.X under the Exchange Act (“Regulation S-X”).

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or 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 where the failure to be so qualified and in good standing or have such power or authority would not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, and are owned by the 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 to the Registration Statement Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2009 and (ii) such other entities omitted from Exhibit 21 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-X.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, 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 where the failure to be so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, are owned by the 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 21.1 to the Registration Statement and (ii) such other entities omitted from Exhibit 21 21.1 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-X.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business in all material respects as described in each Applicable the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary its subsidiaries is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in the State of Texas and 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 where the failure to be so qualified and in good standing would notnot reasonably be expected to have, individually or in the aggregate, result in a Material Adverse ChangeEffect. All of the issued and outstanding capital stock or other equity or ownership interests interest of each subsidiary have has been duly authorized and validly issued, are is fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, are and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. None of the issued and outstanding shares of capital stock or other equity or ownership interest of any subsidiary of the Company were issued in violation of preemptive or other similar rights of any security holder of such subsidiary. 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 21.1 to the Registration Statement Statement. Each of South Texas Drilling Company, a Texas Corporation, South Texas Offshore Drilling Company, a Texas corporation, and ST/1200, Inc., a Texas corporation, is a wholly owned subsidiary of the Company (ii) such other entities omitted from Exhibit 21 whicheach an "Inactive Subsidiary"). Each Inactive Subsidiary does not carry on any business, when such omitted entities are considered in does not conduct any operations and has no material assets. The Company does not own, lease or license any material asset or property or conduct any material business outside of the aggregate as a single subsidiary, would not constitute a “significant subsidiary” within the meaning United States of Rule 1-02(w) of Regulation S-X.America.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable the Registration Statement, the Time of Sale Prospectus and, in and the case of the Company, to enter into Prospectus and perform its obligations under this Agreement, except where the failure to be so qualified would not, singularly or in the aggregate, have a material adverse effect on the properties, business, prospects, operations, earnings, assets, liabilities or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”). Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in its respective state of organization and 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 where to the extent that the failure to be so qualified and or be in good standing would notnot result, individually singularly or in the aggregate, result in a Material Adverse ChangeEffect. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance charge, equity, claim or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association restriction on transferability or other entity encumbrance of any kind (collectively, “Liens”), other than (i) Green Plains Partners LP, a Delaware limited partnership, in which the Company owns a 48.9% limited partner interest and a 2.0% general partner interest, (ii) FluidQuip Technologies, LLC, a Delaware limited liability company, in which the Company owns a 70% interest and (iii) the interests in Green Plains Obion LLC and Green Plains Mount Xxxxxx LLC, which have been pledged pursuant to certain financing arrangements. As of the date of this Agreement, the only subsidiaries of the Company are (A) the subsidiaries listed in on Exhibit 21 21.1 to the Registration Statement Form 10-K for the year ended December 31, 2020 and (iiB) such other entities omitted from Exhibit 21 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-X.additional subsidiaries listed on Schedule D hereto.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, 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 where the failure to be so qualified and in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Registration Statement and the Prospectus, are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Except as set forth in the Registration Statement and the Prospectus, 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 to the Registration Statement and (ii) such other entities omitted from Exhibit 21 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-X.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or partnership, limited liability companycompany or trust, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or partnership, limited liability companycompany or trust, as applicable, 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 where the failure to be so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, are owned by the 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 21.1 to the Registration Statement and (ii) such other entities omitted from Exhibit 21 21.1 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-X.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporationcorporation in good standing, partnership or limited liability company, as where such concept is applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the corporate power and authority (corporate to own or other) to ownlease, lease as the case may be, and operate its properties and to conduct its business as described in each Applicable the Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the The Company and each subsidiary of its subsidiaries is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, corporation to transact business and is in good standing in each jurisdiction in which such concept is applicable and 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 so qualified and in good standing 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 ChangeEffect”). No proceeding has been instituted by the Registrar of Companies in Israel for the dissolution of the Company. All of the issued and outstanding shares of capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, and are owned by the 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 8.1 to the Registration Statement Company’s Amended Annual Report on Form 20-F/A for the fiscal year ended December 31, 2006 (the “Form 20-F/A”) and Ceragon Networks APAC (iiSingapore) such other entities omitted from Exhibit 21 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-X.Pte. Ltd.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, formed and is validly existing as a corporation, partnership corporation or limited liability company, as applicable, company in good standing under the laws of the jurisdiction of its incorporation or organization formation and has the corporate or limited liability company power and authority (corporate to own or other) to ownlease, lease as the case may be, and operate its properties and to conduct its business as described in each Applicable Prospectus the Disclosure Package and the Final Offering Memorandum and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary its subsidiaries is duly qualified as a foreign corporation, partnership corporation or limited liability company, as applicable, 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 so qualified and in good standing 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 or operations, 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 ChangeEffect”). All of the issued and outstanding limited liability company interests or shares of capital stock or other equity or ownership interests stock, as applicable, of each subsidiary have been duly authorized and validly issuedissued in accordance with the organizational documents of such subsidiary, and are fully paid (to the extent required under such subsidiary’s organizational documents) and nonassessable andnon-assessable, except as set forth in such non-assessability may be affected by Section 18-607 of the Time Delaware Limited Liability Company Act (the “Delaware LLC Act”) or Section 101.206 of Sale Prospectus, the Texas Business Organizations Code; all shares of capital stock or limited liability company interests (except for directors’ qualifying shares or interests) of the subsidiaries are owned directly or indirectly by the Company, directly or through subsidiaries, free and clear of any security interestall liens, mortgageencumbrances, pledge, lien, encumbrance equities or adverse claimclaims other than as described in the Preliminary Offering Memorandum. 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 to the Registration Statement and Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 are the only “subsidiaries” (ii) such other entities omitted from Exhibit 21 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(w405 under the Securities Act) of Regulation Sthe Company (excluding those subsidiaries that may be omitted from such list pursuant to Form 10-X.K and subsidiaries that may have been acquired since the date of Exhibit 21).

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the The Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, corporation in good standing under the laws of the jurisdiction State of its incorporation or organization Delaware and has the corporate power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable the Prospectus and, in the case of the Company, and to enter into and perform its obligations under this Agreement. Corindus, Inc. and Corindus Security Corporation 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”). Each Significant Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and each subsidiary Significant Subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, corporation to transact business and is in good standing in the State of Massachusetts and 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 so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All Except as described in the Prospectus, all of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, and are owned by the Company, directly or through subsidiaries, 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 (i) the subsidiaries listed in Exhibit 21 21.1 to the Registration Statement 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) such other entities omitted from Exhibit 21 which, when such omitted entities are considered in those subsidiaries formed since the aggregate as a single subsidiary, would not constitute a “significant subsidiary” within last day of the meaning of Rule 1-02(w) of Regulation S-X.most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or 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 where the failure to be so qualified and in good standing or have such power or authority would not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, and are owned by the 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 21.1 to the Registration Statement Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2011 and (ii) such other entities omitted from Exhibit 21 21.1 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-X.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization except where the failure to do so would not reasonably be expected to cause a Material Adverse Change, and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary (for the purposes of this Agreement, “subsidiaries” shall mean the subsidiaries listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, and “subsidiary” shall mean any one of them) is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, 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, business except where the failure to do so would not reasonably be so qualified and in good standing would not, individually or in the aggregate, result in expected to cause a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, and are owned by the 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 to the Registration Statement Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, and (ii) such other entities omitted from Exhibit 21 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-X.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, 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 where the failure to be so qualified and in good standing would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, except for the pledge of equity securities of certain subsidiaries of the Company under the Company’s credit facility described in each Applicable Prospectus. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the any subsidiaries listed in Exhibit 21 to the Registration Statement Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 and (ii) such other entities omitted from such Exhibit 21 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-X.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement, except where the failure to be in good standing would not reasonably be expected to result in a Material Adverse Change. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in in, with respect to the Company and Horizon Pharma USA, Inc., the State of Illinois, and with respect to each of the Company and each of its subsidiaries, 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 where the failure to be so qualified and or in good standing would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary of the Company’s subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable non-assessable and, except as set forth in the Time of Sale Prospectus, are owned by the 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 21.1 to the Registration Statement and Company’s Form 10-K for the fiscal year ended December 31, 2011and (ii) such other entities omitted from Exhibit 21 21.1 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-X.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries significant subsidiaries, within the meaning of Rule 1-02(w) of Regulation S-X or otherwise considered significant to the Company’s business (a complete list of which is included in Schedule B hereto, each a “Subsidiary” and collectively, the “Subsidiaries”) has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary Subsidiary is duly qualified as a foreign corporation, partnership or 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 where the failure to be so qualified and in good standing would not, individually or in the aggregate, will not result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Except as set forth in the Time of Sale Prospectus, 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 8.1 to the Registration Statement Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2008 and (ii) such other entities omitted from Exhibit 21 8.1 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-X.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business in all material respects as described in each Applicable Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in the State of Texas and 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 where the failure to be so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, except as would not, individually or in the aggregate, result in a Material Adverse Change. 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 21.1 to the Registration Statement Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, and (ii) such other entities omitted from Exhibit 21 21.1 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-X.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries listed on Schedule B (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated incorporated, formed or organized, as the case may beapplicable, and is validly existing as a corporation, partnership corporation or a limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation incorporation, formation or organization organization, as applicable, and has the corporate or limited liability company, as applicable, power and authority (corporate to own or other) to ownlease, lease as the case may be, and operate its properties prop- erties and to conduct its business as described in each Applicable Prospectus the Offering Memorandum and, in the case of the CompanyCompany and the Guarantors, to enter into and perform its obligations under this Agreement. Each each of the Transaction Documents to which it is a party. The Company and each subsidiary of its Subsidiaries is duly qualified as a foreign corporation, partnership corporation or limited liability company, as applicable, to transact business and is in good standing or equivalent status 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 so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests interest of each subsidiary have 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, are and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, except as disclosed in the Offering Memorandum or except as would not result in a Material Adverse Change. 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 to the Registration Statement Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed by the Company with the Commission, except for the Company’s minority ownership interests in CBSM-Companhia Brasileira De Servicos De Marketing, Excentus Corporation and (ii) such other entities omitted from Exhibit 21 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-X.Direxions Global Solutions Pvt. Ltd.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the The Company and its subsidiaries has been duly is incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, corporation in good standing under the laws of the jurisdiction State of its incorporation or organization Nevada and has the corporate power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable the Prospectus and, in the case of the Company, and to enter into and perform its obligations under this Agreement. Each material subsidiary of the Company is organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and each subsidiary the subsidiaries is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, corporation 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 so qualified and in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. All Except as described in the Prospectus, all of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary the subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in with respect to the Time of Sale Prospectussubsidiary shares owned by the Company, are owned by the Company, directly or through subsidiaries, Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claimclaim except as disclosed in the Prospectus. 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 to the Registration Statement and (ii) such other entities omitted from Exhibit 21 whichentity, when such omitted entities are considered except as disclosed in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X.Prospectus.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or partnership, limited liability companycompany or trust, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or partnership, limited liability companycompany or trust, as applicable, 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 where the failure to be so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, are owned by the 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 21.1 to the Registration Statement Company’s Annual Report on Form 10-K for the year fiscal ended December 31, 2014 and (ii) such other entities omitted from Exhibit 21 21.1 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-X.X under the Exchange Act (“Regulation S-X”).

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and each of its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership corporation or limited liability companyother entity, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement, except where the failure to be in good standing would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. Each of the Company and each subsidiary of its subsidiaries is duly qualified as a foreign corporation, partnership corporation or limited liability companyother entity, as applicable, 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 where the failure to be so qualified and or in good standing would notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. All Except as otherwise disclosed in the Time of Sale Disclosure Package or the Applicable Prospectus, all of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary of the Company’s subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, and are owned by the Company, Company (directly or through the Company’s other 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 entity, and the Company does not have any “subsidiary” (as defined in Rule 405 under the Securities Act), other than (i) the subsidiaries listed in Exhibit 21 to the Registration Statement and (ii) such other entities omitted from Exhibit 21 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-X.Rhein Biotech GmbH.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, 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 where the failure to be so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, are owned by the 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 21.1 to the Company’s Registration Statement on Form S-4/A (File No. 333-185935) filed by the Company with the Commission on January 22, 2013 and (ii) such other entities omitted from Exhibit 21 21.1 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-X.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) (“Significant Subsidiaries”) has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, corporation in good standing under the laws of the jurisdiction of its incorporation or organization and has the corporate power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable 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. Each of the Company and each subsidiary Significant Subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, corporation 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 so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have Significant Subsidiary has been duly authorized and validly issued, are is fully paid and nonassessable non-assessable and, except as set forth described in the Time of Sale Prospectus and the Prospectus, are is owned by the Company, directly or through subsidiariesSubsidiaries, 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 other than (i) the subsidiaries Subsidiaries listed in Exhibit 21 to the Registration Statement E hereto and (ii) such other entities omitted from Exhibit 21 whichSubsidiaries, when such omitted entities are if considered in the aggregate as a single subsidiarySubsidiary, would not constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X.Significant Subsidiary.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business in all material respects as described in each Applicable the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary its subsidiaries is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in the State of Texas and 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 where the failure to be so qualified and in good standing would notnot reasonably be expected to have, individually or in the aggregate, result in a Material Adverse ChangeEffect. All of the issued and outstanding capital stock or other equity or ownership interests interest of each subsidiary have has been duly authorized and validly issued, are is fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, are and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. None of the issued and outstanding shares of capital stock or other equity or ownership interest of any subsidiary of the Company were issued in violation of preemptive or other similar rights of any security holder of such subsidiary. 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 21.1 to the Registration Statement Statement. Each of South Texas Drilling Company, a Texas Corporation, South Texas Offshore Drilling Company, a Texas corporation, and ST/1200, Inc., a Texas corporation, are wholly owned subsidiaries of the Company (ii) such other entities omitted from Exhibit 21 whicheach an "Inactive Subsidiary"). Each Inactive Subsidiary does not carry on any business, when such omitted entities are considered in does not conduct any operations and has no material assets. The Company does not own, lease or license any material asset or property or conduct any material business outside of the aggregate as a single subsidiary, would not constitute a “significant subsidiary” within the meaning United States of Rule 1-02(w) of Regulation S-X.America.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and each of its significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) (“Significant Subsidiaries”) has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, corporation in good standing under the laws of the jurisdiction of its incorporation or organization and has the corporate power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable 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. Each of the Company and each subsidiary of its Significant Subsidiaries is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, corporation 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 so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have Significant Subsidiary has been duly authorized and validly issued, are is fully paid and nonassessable non-assessable and, except as set forth described in the Time of Sale Prospectus and the Prospectus, are is owned by the 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 to the Registration Statement D hereto and (ii) such other entities omitted from Exhibit 21 whichsubsidiaries, when such omitted entities are if 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-X.Significant Subsidiary.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement, except, in the case of the Company’s subsidiaries, to the extent that the failure to be so qualified or be in good standing would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the condition (financial or otherwise), or on the earnings, business or prospects of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”). Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, 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 where the failure to be so qualified and in good standing such extent as would not, individually or in the aggregate, result in reasonably be expected to have a Material Adverse ChangeEffect. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary (i) have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, and are owned by the Company, directly or through subsidiaries, and (ii) are free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, except (x) in the case of clause (ii) above, as set forth in each Applicable Prospectus and (y) in the case of subsidiaries that are not Significant Subsidiaries (as defined below), for security interests, mortgages, pledges, liens, encumbrances or adverse claims as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 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 to the Registration Statement and (ii) such other entities omitted from Exhibit 21 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-X.X. None of the subsidiaries of the Company other than Regional Finance Corporation of South Carolina, Regional Finance Corporation of North Carolina and Regional Finance Corporation of Texas (each a “Significant Subsidiary”, and collectively, the “Significant Subsidiaries”) is a “significant subsidiary” (as defined in Rule 405).

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or partnership, limited liability companycompany or trust, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the case of the CompanyIssuers and the Guarantors, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or partnership, limited liability companycompany or trust, as applicable, 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 where the failure to be so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, are owned by the 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 21.1 to the Registration Statement Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and (ii) such other entities omitted from Exhibit 21 21.1 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 1Rule-1-02(w) of Regulation S-X.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the The Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, corporation in good standing under the laws of the jurisdiction State of its incorporation or organization Delaware and has the corporate power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable the Prospectus and, in the case of the Company, 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 corporations in good standing under the 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 subsidiary is of the Significant Subsidiaries are duly qualified as a foreign corporation, corporation or foreign partnership or limited liability company, as applicable, 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 so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All Except as described in the Prospectus, all of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary of the Significant Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, and are owned by the Company, directly or through subsidiaries, 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 (i) the subsidiaries listed in Exhibit 21 21.1 to the Registration Statement 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) such other entities omitted from Exhibit 21 which, when such omitted entities are considered in those subsidiaries formed since the aggregate as a single subsidiary, would not constitute a “significant subsidiary” within last day of the meaning of Rule 1-02(w) of Regulation S-X.most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, formed and is validly existing as a corporation, partnership corporation or limited liability company, as applicable, company in good standing under the laws of the jurisdiction of its incorporation or organization formation and has the corporate or limited liability company power and authority (corporate to own or other) to ownlease, lease as the case may be, and operate its properties and to conduct its business as described in each Applicable Prospectus the Disclosure Package and the Final Offering Memorandum and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary its subsidiaries is duly qualified as a foreign corporation, partnership corporation or limited liability company, as applicable, 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 so qualified and in good standing 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 or operations, 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 ChangeEffect"). All of the issued and outstanding limited liability company interests or shares of capital stock or other equity or ownership interests stock, as applicable, of each subsidiary have been duly authorized and validly issuedissued in accordance with the organizational documents of such subsidiary, and are fully paid (to the extent required under such subsidiary's organizational documents) and nonassessable andnon-assessable, except as set forth in such non-assessability may be affected by Section 18-607 of the Time Delaware Limited Liability Company Act (the "Delaware LLC Act") or Section 101.206 of Sale Prospectus, the Texas Business Organizations Code; all shares of capital stock or limited liability company interests (except for directors' qualifying shares or interests) of the subsidiaries are owned directly or indirectly by the Company, directly or through subsidiaries, free and clear of any security interestall liens, mortgageencumbrances, pledge, lien, encumbrance equities or adverse claimclaims other than as described in the Preliminary Offering Memorandum. 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 to the Registration Statement and Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2005 are the only "subsidiaries" (ii) such other entities omitted from Exhibit 21 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(w405 under the Securities Act) of Regulation Sthe Company (excluding those subsidiaries that may be omitted from such list pursuant to Form 10-X.K and subsidiaries that may have been acquired since the date of Exhibit 21).

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or partnership, limited liability companycompany or trust, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or partnership, limited liability companycompany or trust, as applicable, 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 where the failure to be so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, are owned by the 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 21.1 to the Registration Statement Company’s Annual Report on Form 10-K for the year fiscal ended December 31, 2022 and (ii) such other entities omitted from Exhibit 21 21.1 which, when such omitted entities are considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiarySignificant Subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X.X under the Exchange Act (“Regulation S-X”).

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries (individually a “Subsidiary” and collectively, the “Subsidiaries”) has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable the Registration Statement, 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. Each of the Company and each subsidiary its Subsidiaries is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, 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 where the failure to be so qualified and or in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests interest of each subsidiary have 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, are and is owned by the 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 to the Registration Statement Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006; and (ii) such other entities omitted from Exhibit 21 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-X.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organizedformed, as the case may beapplicable, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization formation (to the extent that such jurisdiction recognizes the legal concept of good standing), as applicable, and has the corporate, partnership or limited liability company, as applicable, power and authority (corporate or other) to own, lease and operate its properties and to conduct its business in all material respects as described in each Applicable Prospectus the Offering Memorandum and, in the case of the CompanyCompany and the Guarantors, to enter into and perform its obligations under each of this Agreement, the Registration Rights Agreement, the Securities, the Exchange Securities and the Indenture. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, to transact business and is in good standing or equivalent status in each jurisdiction (to the extent that such jurisdiction recognizes the legal concept of good standing) 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 so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests interest of each subsidiary have has been duly authorized and validly issued, are is fully paid and nonassessable and(to the extent such jurisdiction recognizes the concept of non-assessability and except, except as set forth in the Time case of Sale Prospectussubsidiaries that are limited liability companies, are as such non-assessability may be affected by Section 18-607 of the Delaware Limited Liability Company Act) and is owned (except for directors’ qualifying shares) by the Company, directly or through subsidiaries, free and clear clear, except as disclosed in the Offering Memorandum, of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, except as would not, individually or in the aggregate, result in a Material Adverse Change. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than than: (i) the subsidiaries listed in Exhibit 21 21.1 to the Registration Statement Company’s Annual Report on Form 10‑K for the fiscal year ended December 31, 2010, and (ii) such other entities omitted from Exhibit 21 21.1 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(w1‑02(w) of Regulation S-X.S‑X.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries listed on Schedule “C” (collectively, the “Subsidiaries”), has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, corporation in good standing under the laws of the jurisdiction of its incorporation or organization and has the corporate power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each Agreement and each of the Company and each subsidiary its Subsidiaries is duly qualified as a corporation, foreign corporation, partnership or limited liability companyextra-provincial corporation, as applicable, 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 where the failure to be so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock shares or other equity or ownership interests of each subsidiary Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, non-assessable and are owned by the Company, directly or through subsidiariesSubsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, except for security interests registered in favour of the Company’s principal banker, Comerica Bank, to secure the operating credit facility described in the Applicable Prospectuses under the caption “Management’s Discussion & Analysis of Financial Condition and Results of Operations.” No person has any agreement, option, warrant, conversion right, other right or privilege (whether pre-emptive, contractual or otherwise) capable of becoming an agreement with the Company or its Subsidiaries for the purchase, subscription for or issuance of any of the issued or unissued securities of the Subsidiaries. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed as disclosed in Exhibit 21 to the Registration Statement and (ii) such other entities omitted from Exhibit 21 which, when such omitted entities are considered in the aggregate as a single subsidiary, would not constitute a Schedule “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X.C”.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and and, except as would not reasonably be expected to result in a Material Adverse Change, its subsidiaries and the Guarantor has been duly incorporated or organizedformed, as the case may beapplicable, and is validly existing as a corporation, limited partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization formation, as applicable, and has the corporate, partnership or limited liability company, as applicable, power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable the Prospectus and, in the case of the CompanyCompany and the Guarantor, as applicable, to enter into and perform its obligations under this Agreementeach of the Transaction Documents and the Repurchase Transaction. Each of the Company Company, its subsidiaries and each subsidiary the Guarantor is duly qualified as a foreign corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standing or equivalent status 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 so qualified and in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests interest of each subsidiary have has been duly authorized and validly issued, are is fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, are and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, except as disclosed in the Prospectus. 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 to the Registration Statement and (ii) such other entities omitted from Exhibit 21 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-X.A hereto.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement, except where the failure to be in good standing would not reasonably be expected to result in a Material Adverse Change. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in the State of California and 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 where the failure to be so qualified and or in good standing would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, and are owned by the 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 to the Registration Statement Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and (ii) such other entities omitted from Exhibit 21 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-X.

Incorporation and Good Standing of the Company and its Subsidiaries. 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 organized, as the case may be, organized and is validly existing as a corporation, partnership corporation or limited liability company, as applicable, company in good standing under the laws of the jurisdiction of its incorporation or organization formation and has the corporate or limited liability company power and authority (corporate to own or other) to ownlease, lease as the case may be, and operate its properties and to conduct its business as described in each Applicable the Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified to transact business as a foreign corporation, partnership corporation or limited liability company, as applicable, to transact business company 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 so qualified and in good standing would not, individually or in the aggregate, result have a material adverse effect (i) on the condition, financial or otherwise, or on the earnings, management, business, properties, or results of operations, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity, or (ii) on the ability of the Company to perform its obligations under, and consummate the transactions contemplated by, this Agreement, the Indenture and the Notes (each, a “Material Adverse ChangeEffect”). All of the issued and outstanding shares of capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, except for any security interest, mortgage, pledge, lien, encumbrance or claim that would not, individually or in the aggregate, have a Material Adverse Effect. The Company does not own or control, directly or indirectly, have any corporation, association or other entity other than (i) the subsidiaries subsidiary not listed in on Exhibit 21 to the Registration Statement and (ii) such other entities omitted from Exhibit 21 whichCompany’s Annual Report on Form 10-K for the year ended December 31, 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-X.2019 which is required to be so listed.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries Subsidiaries has been duly incorporated or organizedformed, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, and in good standing under the laws of the jurisdiction of its incorporation or organization formation and has the all requisite power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement; and no proceeding has been instituted or, to the knowledge of the Company, threatened in any such jurisdiction seeking to revoke, limit or curtail such power and authority. Each of the Company and each subsidiary Subsidiary is duly qualified as a foreign corporation, partnership or 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 so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change; and no proceeding has been instituted or, to the knowledge of the Company, threatened in any such jurisdiction seeking to revoke, limit or curtail such qualification. All Except as otherwise disclosed in the Prospectus, all of the issued and outstanding capital stock stock, partnership interests or other equity or ownership membership interests of each subsidiary Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, and are owned by the Company, directly or through subsidiariesSubsidiaries, 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 Subsidiaries listed in Exhibit 21 to the Registration Statement and (ii) such other entities omitted from Exhibit 21 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-X.Statement.

Incorporation and Good Standing of the Company and its Subsidiaries. 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 organized, as the case may be, organized and is validly existing as a corporation, partnership corporation or limited liability company, as applicable, company in good standing under the laws of the jurisdiction of its incorporation or organization formation and has the corporate or limited liability company power and authority (corporate to own or other) to ownlease, lease as the case may be, and operate its properties and to conduct its business as described in each Applicable the Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified to transact business as a foreign corporation, partnership corporation or limited liability company, as applicable, to transact business company 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 so qualified and in good standing would not, individually or in the aggregate, result have a material adverse effect (i) on the condition, financial or otherwise, or on the earnings, management, business, properties, or results of operations, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity, or (ii) on the ability of the Company to perform its obligations under, and consummate the transactions contemplated by, this Agreement, the Indenture and the Notes (each, a “Material Adverse ChangeEffect”). All of the issued and outstanding shares of capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, except for any security interest, mortgage, pledge, lien, encumbrance or claim that would not, individually or in the aggregate, have a Material Adverse Effect. The Company does not own or control, directly or indirectly, have any corporation, association or other entity other than (i) the subsidiaries subsidiary not listed in on Exhibit 21 to the Registration Statement and (ii) such other entities omitted from Exhibit 21 whichCompany’s Annual Report on Form 10-K for the year ended December 31, 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-X.2010 which is required to be so listed.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company Company, the Guarantors and its subsidiaries the Significant Subsidiaries (as defined below) has been duly incorporated or organized, as the case may be, organized and is validly existing as a corporation, partnership corporation or limited liability company, as applicable, other organization in good standing under the laws of the jurisdiction of its incorporation or organization and has the corporate or organizational power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the case of Disclosure Package and the Company, Final Offering Memorandum and to enter into and perform its obligations under each of this Agreement, the Registration Rights Agreement, the DTC Letter of Representations, the Securities and the Indentures to which it is a party. Each subsidiary of the Company that is not a Guarantor or a Significant Subsidiary has been duly incorporated or organized and is validly existing as a corporation or organization in good standing under the laws of the jurisdiction of its incorporation or organization and has corporate or organizational power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Final Offering Memorandum, except for such instances as would not individually or in the aggregate result in a Material Adverse Change. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, corporation 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 so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each corporate subsidiary have has been duly authorized and validly issued, are is fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, are and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, except as described in Schedule D hereto. 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 to Schedule D hereto and other than its funeral and cemetery merchandise and services and perpetual care trust funds. As used in this Agreement, “Significant Subsidiaries” means any subsidiary of the Registration Statement and (ii) such other entities omitted from Exhibit 21 which, when such omitted entities are considered in the aggregate as a single subsidiary, Company that would not constitute a “significant subsidiary” within the meaning of Rule 1-02(w) Article 1 of Regulation S-X.X of the Securities Act; provided, however, that for the purposes of this definition, 5% shall be substituted for 10% in each place that it appears in such definition. Such Significant Subsidiaries are listed on Schedule D.

Incorporation and Good Standing of the Company and its Subsidiaries. Each The Company and each of the Company and its subsidiaries Subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus the Time of Sale Document and the Final Offering Memorandum and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary Subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, 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, business except where the failure to be so qualified and or in good standing or have such power or authority would not, individually or in the aggregate, result have a material adverse effect on (A) the properties, business, prospects, operations, earnings, assets, liabilities or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, (B) the ability of the Company or any Subsidiary to perform its obligations in all material respects under any Document, (C) the validity or enforceability of any of the Documents, or (D) the consummation of any of the Transactions (each, a “Material Adverse ChangeEffect”). All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, and are owned by the Company, directly or through subsidiariesSubsidiaries, 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 to the Registration Statement Company’s Annual Report on Form 10-K for the fiscal year ended 2010 and (ii) such other entities omitted from Exhibit 21 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-X.X (collectively, and together with Patni, the “Subsidiaries”). As of the date of the Time of Sale Document and the Final Offering Document, the only “significant subsidiary” of the Company is iGATE Global Solutions, Limited, an entity organized under the laws of India. Upon the consummation of the Acquisition, Patni will become a “significant subsidiary” of the Company.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business in all material respects as described in each Applicable Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in the State of Texas and 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 where the failure to be so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, except as disclosed in the Registration Statement, Prospectus and Time of Sale Prospectus or as would not, individually or in the aggregate, result in a Material Adverse Change. 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 21.1 to the Registration Statement Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, and (ii) such other entities omitted from Exhibit 21 21.1 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-X.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus the Offering Memorandum and, in the case of the Companyeach Issuer, to enter into and perform its obligations under this Agreement. Each of the Company and the subsidiaries of the Company set forth on Schedule B attached hereto (each subsidiary a “Subsidiary” and, collectively, the “Subsidiaries”) is duly qualified as a foreign corporation, partnership or 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 where the failure to be so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. Each “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X) of the Company is set forth on Schedule B attached hereto. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary Subsidiary wholly owned by the Company or any other Subsidiary have been duly authorized and validly issued, are (in the case of capital stock) fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claimclaim other than (A) the security interests created by (1) that certain First Lien Credit Agreement dated as of June 26, 2007 among, inter alia, the Company, the lenders party thereto and General Electric Capital Corporation as administrative agent and (2) that certain Second Lien Credit Agreement dated as of June 26, 2007 among, inter alia, the Company, the lenders party thereto and General Electric Capital Corporation as administrative agent, in each case, including any notes, guarantees, collateral and security documents, instruments and agreements executed in connection therewith (the “Senior Credit Documents”) and (B) any other liens or security interests permitted by the Senior Credit Documents. 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 21.1 to the Registration Statement Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2009 and the subsidiaries listed in Schedule B attached hereto and (ii) such other entities omitted from Exhibit 21 21.1 to the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2009 or Schedule B attached hereto 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-X.X. All subsidiaries of the Company that are guarantors of the Senior Credit Documents and organized under the laws of a state of the United States are Guarantors, other than SPDH, Inc.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, 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 where the failure to be so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The As of the date hereof, except as set forth in Schedule 3 hereto, 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 to the Registration Statement and Company’s Annual Report on Form 10-K (filed by the Company with the Commission on February 28, 2013 (“Exhibit 21”)and (ii) such other entities omitted from Exhibit 21 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-X.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its significant subsidiaries (as defined in Rule 1-02 of Regulation S-X) (“Significant Subsidiaries”) has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, corporation in good standing under the laws of the jurisdiction of its incorporation or organization and has the corporate power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable 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. Each of the Company and each subsidiary Significant Subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, corporation 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 so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have Significant Subsidiary has been duly authorized and validly issued, are is fully paid and nonassessable non-assessable and, except as set forth described in the Time of Sale Prospectus and the Prospectus, are is owned by the Company, directly or through subsidiariesSubsidiaries, 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) other than (i) the subsidiaries listed in Exhibit 21 to the Registration Statement E hereto and (ii) such other entities omitted from Exhibit 21 whichsubsidiaries, when such omitted entities are if 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-X.Significant Subsidiary.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, 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 where the failure to be so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, are owned by the 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 21.1 to the Registration Statement and (ii) such other entities omitted from Exhibit 21 21.1 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-X.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, organized and is validly existing as a corporation, partnership or limited liability company, as applicable, and in good standing under the laws of the jurisdiction of its incorporation or organization and has the requisite power and authority (authority, corporate or other) , to ownown or lease, lease as the case may be, and operate its properties and to conduct its business as described in each Applicable the Disclosure Package and the Prospectus and, in the case of the CompanyCompany and the Guarantors, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary Guarantor is duly qualified as a foreign corporation, partnership corporation or limited liability company, as applicable, other 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 so qualified and in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. All of the issued and outstanding shares of capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectusfor directors’ qualifying shares, are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, other than as disclosed in the Disclosure Package and Prospectus. 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 to the Registration Statement and Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2009 (ii) such other entities omitted from Exhibit 21 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 1Company 10-02(w) of Regulation S-X.K”).

Incorporation and Good Standing of the Company and its Subsidiaries. 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 organized, as the case may be, organized and is validly existing as a corporation, partnership corporation or limited liability company, as applicable, company in good standing under the laws of the jurisdiction of its incorporation or organization formation and has the corporate or limited liability company power and authority (corporate to own or other) to ownlease, lease as the case may be, and operate its properties and to conduct its business as described in each Applicable the Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified to transact business as a foreign corporation, partnership corporation or limited liability company, as applicable, to transact business company 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 so qualified and in good standing would not, individually or in the aggregate, result have a material adverse effect (i) on the condition, financial or otherwise, or on the earnings, management, business, properties, or results of operations, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity, or (ii) on the ability of the Company to perform its obligations under, and consummate the transactions contemplated by, this Agreement, the Indenture and the Notes (each, a “Material Adverse ChangeEffect”). All of the issued and outstanding shares of capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, except for any security interest, mortgage, pledge, lien, encumbrance or claim that would not, individually or in the aggregate, have a Material Adverse Effect. The Company does not own or control, directly or indirectly, have any corporation, association or other entity other than (i) the subsidiaries subsidiary not listed in on Exhibit 21 to the Registration Statement and (ii) such other entities omitted from Exhibit 21 whichCompany’s Annual Report on Form 10-K for the year ended December 31, 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-X.2015 which is required to be so listed.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business in all material respects as described in each Applicable Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in the State of Texas and 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 where the failure to be so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, except as would not, individually or in the aggregate, result in a Material Adverse Change. 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 21.1 to the Registration Statement Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, and (ii) such other entities omitted from Exhibit 21 21.1 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-X.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, 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 where for such jurisdictions in which the failure to be so qualified and or in good standing standing, would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, and are owned by the Company, directly or through subsidiaries, except as described in each Applicable Prospectus, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or controlcontrol through equity interest or otherwise, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21 21.1 to the Registration Statement Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the “Annual Report”) and (ii) such other entities omitted from Exhibit 21 21.1 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-X.X. The term “U.S. Subsidiaries” shall mean Fushi Holdings, Inc., a Delaware corporation and Copperweld Bimetallics, LLC, a Delaware limited liability company.

Incorporation and Good Standing of the Company and its Subsidiaries. Each The Company and each of the Company and its subsidiaries Subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus the Time of Sale Document and the Final Offering Memorandum and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary Subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, 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, business except where the failure to be so qualified and or in good standing or have such power or authority would not, individually or in the aggregate, result have a material adverse effect on (A) the properties, business, prospects, operations, earnings, assets, liabilities or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, (B) the ability of the Company or any Subsidiary to perform its obligations in all material respects under any Document, (C) the validity or enforceability of any of the Documents, or (D) the consummation of any of the Transactions (each, a “Material Adverse ChangeEffect”). All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, and are owned by the Company, directly or through subsidiariesSubsidiaries, 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 to the Registration Statement Company’s Annual Report on Form 10-K for the fiscal year ended 2013 and (ii) such other entities omitted from Exhibit 21 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-X.X (collectively, the “Subsidiaries”). As of the date of the Time of Sale Document and the Final Offering Document, the only “significant subsidiary” of the Company is iGATE Global Solutions, Limited, an entity organized under the laws of India.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, 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, business except where the failure to be so qualified and or in good standing or have such power or authority would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, are owned by the 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 to the Registration Statement Company’s Annual Report on Form 10-K for the fiscal year ended 2009 and (ii) such other entities omitted from Exhibit 21 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-X.X. The only “significant subsidiary” of the Company is iGATE Global Solutions, Limited, an entity organized under the laws of India.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, 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 where the failure to be so qualified and in good standing or have would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Registration Statement and the Prospectus, are owned by the 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 to the Registration Statement and (ii) such other entities omitted from Exhibit 21 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-X.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries (i) has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company ; and each subsidiary (ii) is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in each jurisdiction in which such where qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified and or in good standing or have such power or authority would notnot reasonably be expected to result, individually singularly or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, and are owned by the 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 (ix) the subsidiaries listed in Exhibit 21 to the Registration Statement and (iiy) such other entities omitted from Exhibit 21 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-X.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement, except where the failure to be in good standing would not reasonably be expected to result in a Material Adverse Change. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, 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 where the failure to be so qualified and or in good standing would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Change. All Except as disclosed in each Applicable Prospectus, all of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, and are owned by the 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 21.1 to the Registration Statement and Company’s Annual Report on Form 10-K for the year ended December 31, 2009, (ii) such other entities omitted from Exhibit 21 which21.1 as, 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-X.X, and (iii) subsidiaries formed or acquired after the filing date of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, 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 where the failure to be so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The As of October 29, 2012, 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 to the Registration Statement Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 and (ii) such other entities omitted from Exhibit 21 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-X.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the corporate and other power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the case of the Company, Offering Memorandum and to enter into and perform its obligations under this Agreementeach of the Securities, the Exchange Securities and the Transaction Agreements to the extent it is a party thereto. Each of the Company and each subsidiary of its subsidiaries is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, person to transact business and is in good standing in each jurisdiction in which such qualification is requiredrequired (each such jurisdiction, a “Foreign Jurisdiction”), whether by reason of the ownership or leasing of property or the conduct of business, except for such Foreign Jurisdictions where the failure to so qualify or to be so qualified and in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Foreign Jurisdictions for each of the Company and its subsidiaries are set forth on Schedule C hereto. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have has been duly authorized and validly issued, are is fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, are and is owned by the Company, directly or through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance or adverse claimclaim other than liens securing the Amended Credit Facility as described in the Offering Memorandum. 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 to the Registration Statement and (ii) such other entities omitted from Exhibit 21 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-X.Schedule B hereto.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and and, except as would not reasonably be expected to result in a Material Adverse Change, its subsidiaries and the Guarantor has been duly incorporated or organizedformed, as the case may beapplicable, and is validly existing as a corporation, limited partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization formation, as applicable, and has the corporate, partnership or limited liability company, as applicable, power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable the Prospectus and, in the case of the CompanyCompany and the Guarantor, as applicable, to enter into and perform its obligations under this Agreementeach of the Transaction Documents and the Repurchase Transaction. Each of the Company and each subsidiary and the Guarantor is duly qualified as a foreign corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standing or equivalent status 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 so qualified and in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests interest of each subsidiary have has been duly authorized and validly issued, are is fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, are and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, except as disclosed in the Prospectus. 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 to the Registration Statement and (ii) such other entities omitted from Exhibit 21 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-X.A hereto.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, formed and is validly existing as a corporation, limited partnership or limited liability company, as applicablethe case may be, in good standing under the laws of the jurisdiction of its incorporation or organization formation and has corporate, partnership or company, as the case may be, power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus the Offering Memorandum and, in the case of the CompanyCompany and the Guarantors, to enter into and perform its respective obligations under each of this Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities and the Indenture, as the case may be, to which it is a party. Each of the Company and each subsidiary is duly qualified as a foreign corporation, limited partnership or limited liability company, as applicablethe case may be, to transact business and is in good standing or equivalent status 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 so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have has been duly authorized and validly issued, are is fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, are and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claimclaim (except as encumbered under the Company’s senior credit agreement in effect on the date hereof). 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 to the Registration Statement and (ii) such other entities omitted from Exhibit 21 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-X.B hereto.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company Company, the Guarantors and its subsidiaries each other Significant Subsidiary (as that term is defined in Rule 1-02(w) of Regulation S-X) has been duly incorporated or organized, as the case may be, formed and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus the Offering Memorandum and, in the case of the Company, Company and the Guarantors to enter into and perform its their respective obligations under each of this Agreement, the Registration Rights Agreement, the DTC Agreement, the Notes, the Exchange Notes and the Indenture. Each of the Company Company, the Guarantors and each subsidiary other Significant Subsidiary is duly qualified as a foreign corporation, corporation or partnership or limited liability company, as applicable, 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 so qualified and in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. All of the issued and outstanding capital stock or of the Guarantors and each other equity or ownership interests of Significant Subsidiary that is, in each subsidiary have case, corporation has been duly authorized and validly issued, are is fully paid and nonassessable and, except as set forth in and (other than the Time capital stock of Sale Prospectus, are DASI) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claimclaim (except for those set forth in the Offering Memorandum and such other security interest, mortgage, pledge, lien, encumbrance or claim that would not reasonably be expected to result in a Material Adverse Change). The Company DASI does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21 to the Registration Statement and (ii) such other entities omitted from Exhibit 21 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-X.DASI's Annual Report.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement, except where the failure to be in good standing would not reasonably be expected to result in a Material Adverse Change. Each of the The Company and each subsidiary is duly qualified as a foreign corporation, partnership or 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 where the failure to be so qualified and in good standing such extent as would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, except (x) as described in the Applicable Prospectus and (y) to the extent any such security interest, mortgage, pledge, lien, encumbrance or adverse claim would not, individually or in the aggregate, result in a Material Adverse Change. 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 to the Registration Statement and (ii) such other entities omitted from Exhibit 21 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-X.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company Company, the Guarantors and its subsidiaries each other Significant Subsidiary (as that term is defined in Rule 102(w) of Regulation S-X under the Securities Act of 1933) has been duly incorporated or organized, as the case may be, formed and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus the Offering Memorandum and, in the case of the CompanyCompany and the Guarantors, to enter into and perform its their respective obligations under each of this Agreement, the Registration Rights Agreement, the DTC Agreement, the Notes, the Exchange Notes, the Guaranties and the Indenture. Each of the Company Company, the Guarantors and each subsidiary other Significant Subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, corporation 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 so qualified and in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. All of the issued and outstanding capital stock or of the Guarantors and each other equity or ownership interests of each subsidiary have Significant 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, are and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claimclaim (except for those set forth in the Offering Memorandum and such other security interest, mortgage, pledge, lien, encumbrance or claim that would not reasonably be expected to have a Material Adverse Change). 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 to the Registration Statement and (ii) such other entities omitted from Exhibit 21 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-X.A hereto.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus the Offering Memorandum and, in the case of the Companyeach Issuer, to enter into and perform its obligations under this Agreement. Each of the Company and the subsidiaries of the Company set forth on Schedule D attached hereto (each subsidiary a “Subsidiary” and, collectively, the “Subsidiaries”) is duly qualified as a foreign corporation, partnership or 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 where the failure to be so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. Each “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X) of the Company is set forth on Schedule D attached hereto. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary Subsidiary wholly owned by the Company or any other Subsidiary have been duly authorized and validly issued, are (in the case of capital stock) fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claimclaim other than (A) the security interests created by (1) that certain First Lien Credit Agreement dated as of June 26, 2007 among, inter alia, the Company, the lenders party thereto and General Electric Capital Corporation as administrative agent and (2) that certain Second Lien Credit Agreement dated as of June 26, 2007 among, inter alia, the Company, the lenders party thereto and General Electric Capital Corporation as administrative agent, in each case, including any notes, guarantees, collateral and security documents, instruments and agreements executed in connection therewith (the “Senior Credit Documents”) and (B) any other liens or security interests permitted by the Senior Credit Documents. 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 to the Registration Statement Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and the subsidiaries listed in Schedule D attached hereto and (ii) such other entities omitted from Exhibit 21 or Schedule D attached hereto 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-X.X. All subsidiaries of the Company that are guarantors of the Senior Credit Documents and organized under the laws of a state of the United States are Guarantors, other than Diamics, Inc. and SPDH, Inc.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a public limited company, corporation, partnership or limited liability company, as applicable, in good standing (if applicable) under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement, except where the failure to be in good standing would not reasonably be expected to result in a Material Adverse Change. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, to transact business and is in good standing (if applicable) 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 where the failure to be so qualified and or in good standing would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary of the Company’s subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable non-assessable and, except as set forth in the Time of Sale Prospectus, are owned by the 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 21.1 to the Registration Statement Company’s Form 10-K for the fiscal year ended December 31, 2014 and (ii) such other entities omitted from Exhibit 21 21.1 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-X.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its significant subsidiaries (as defined in Rule 1-02(w) under Regulation S-X but tested as of the end of the most recently completed fiscal quarter, each a “Significant Subsidiary” and collectively the “Significant Subsidiaries”) has been duly incorporated or organized, as the case may be, formed and is validly existing as a corporation, partnership corporation or limited liability company, as applicable, other entity in good standing under the laws of the jurisdiction of its incorporation or organization formation and has the corporate or other company power and authority (corporate and all requisite governmental licenses, authorizations, consents and approvals to own or other) to ownlease, lease as the case may be, and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the case of Disclosure Package and the Company, Prospectus. The Company has corporate power and authority to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary Significant Subsidiary is duly qualified as a foreign corporationcorporation and is licensed, partnership or limited liability company, as if applicable, to transact business and is in good standing in each jurisdiction in which such qualification or licensure 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 so qualified and in good standing would not, individually or in the aggregate, result have a material adverse effect (i) on the condition, financial or otherwise, or in the earnings, business 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 ability of the Company to perform its obligations under, and consummate the transactions contemplated by, this Agreement, the Indenture and the Notes (each, a “Material Adverse ChangeEffect”). All of the issued and outstanding shares of capital stock or other equity or ownership interests of each subsidiary Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, and are owned by the 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 to the Registration Statement and (ii) such other entities omitted from Exhibit 21 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-X..

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, organized and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business in all material respects as described in each Applicable Prospectus existing as of the date hereof and, in the case of the Company, to enter into and perform its obligations under this Agreement, except where the failure to be in good standing would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, 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 where the failure to be so qualified and in good standing would notnot reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests interest of each subsidiary have has been duly authorized and validly issued, are is fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, are is owned by the 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 21.1 to the Registration Statement and (ii) such other entities omitted from Exhibit 21 21.1 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-X.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries (individually a “Subsidiary” and collectively, the “Subsidiaries”) has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable the Registration Statement, 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. Each of the Company and each subsidiary its Subsidiaries is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, 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 where the failure to be so qualified and or in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests interest of each subsidiary have 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, are and is owned by the 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 to the Registration Statement Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005; and (ii) such other entities omitted from Exhibit 21 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-X.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the The Company and each of its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership corporation or limited liability companyother entity, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement, except where the failure to be in good standing would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. Each of the The Company and each subsidiary of its subsidiaries is duly qualified as a foreign corporation, partnership corporation or limited liability companyother entity, as applicable, 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 where the failure to be so qualified and or in good standing would notnot reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary of the Company’s subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, and are owned by the Company, Company (directly or through the Company’s other 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 entity, and the Company does not have any “subsidiary” (as defined in Rule 405 under the Securities Act), other than (i) the subsidiaries listed in Exhibit 21 to the Registration Statement and (ii) such other entities omitted from Exhibit 21 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-X.Rhein Biotech GmbH.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organizedformed, as the case may beapplicable, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization formation (to the extent that such jurisdiction recognizes the legal concept of good standing), as applicable, and has the corporate, partnership or limited liability company, as applicable, power and authority (corporate or other) to own, lease and operate its properties and to conduct its business in all material respects as described in each Applicable Prospectus the Offering Memorandum and, in the case of the CompanyCompany and the Guarantors, to enter into and perform its obligations under each of this Agreement, the Registration Rights Agreement, the Securities, the Exchange Securities and the Indenture. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, to transact business and is in good standing or equivalent status in each jurisdiction (to the extent that such jurisdiction recognizes the legal concept of good standing) 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 so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests interest of each subsidiary have has been duly authorized and validly issued, are is fully paid and nonassessable and(to the extent such jurisdiction recognizes the concept of non-assessability and except, except as set forth in the Time case of Sale Prospectussubsidiaries that are limited liability companies, are as such non-assessability may be affected by Section 18-607 of the Delaware Limited Liability Company Act) and is owned (except for directors’ qualifying shares) by the Company, directly or through subsidiaries, free and clear clear, except as disclosed in the Offering Memorandum, of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, except as would not, individually or in the aggregate, result in a Material Adverse Change. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than than: (i) the subsidiaries listed in Exhibit 21 21.1 to the Registration Statement Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, and (ii) such other entities omitted from Exhibit 21 21.1 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-X.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or partnership, limited liability companycompany or trust, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or partnership, limited liability companycompany or trust, as applicable, 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 where the failure to be so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, are owned by the 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 21.1 to the Registration Statement Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and (ii) such other entities omitted from Exhibit 21 21.1 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-X.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or 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 where the failure to be so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, are owned by the 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 to the Registration Statement Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2007 and (ii) such other entities omitted from Exhibit 21 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-X.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company Company, its Significant Subsidiaries (as defined in Rule 1-02(w) of Regulation S-X) and its subsidiaries the other Guarantors has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or partnership, limited liability companycompany or trust, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the case of the CompanyIssuers and the Guarantors, to enter into and perform its obligations under this Agreement. Each of the Company Company, its Significant Subsidiaries and each subsidiary the other Guarantors is duly qualified as a foreign corporation, partnership or partnership, limited liability companycompany or trust, as applicable, 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 where the failure to be so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary Significant Subsidiary and each Guarantor other than the Company have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, are owned by the 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 21.1 to the Registration Statement Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and (ii) such other entities omitted from Exhibit 21 21.1 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-X.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a public limited company, corporation, partnership or limited liability company, as applicable, in good standing (if applicable) under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement, except where the failure to be in good standing would not reasonably be expected to result in a Material Adverse Change. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, to transact business and is in good standing (if applicable) 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 where the failure to be so qualified and or in good standing would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary of the Company’s subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable non-assessable and, except as set forth in the Time of Sale Prospectus, are owned by the 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 21.1 to the Registration Statement Company’s Form 10-Q for the quarterly period ended September 30, 2014 and (ii) such other entities omitted from Exhibit 21 21.1 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-X.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, 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, business except where the failure to be so qualified and or in good standing or have such power or authority would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, are owned by the 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 to the Registration Statement Company’s Annual Report on Form 10-K for the fiscal year ended 2011 and (ii) such other entities omitted from Exhibit 21 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-X.X. The only “significant subsidiaries” of the Company are iGATE Global Solutions, Limited, an entity organized under the laws of India, and Patni Computer Systems Limited (“Patni”), an entity organized under the laws of India.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in the State of Delaware and 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 where the failure to be so qualified and in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except as set forth in the Time of Sale Prospectus, and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, except to such extent as would not, individually or in the aggregate, result in a Material Adverse Change. 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 to the Registration Statement and (ii) such other entities omitted from Exhibit 21 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-X.