Common use of Organization and Corporate Power Clause in Contracts

Organization and Corporate Power. (a) The Parent is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Parent is duly organized, validly existing and in good standing under the Laws of the states as set forth on Section 4.01 of the Parent Disclosure Schedule. The Parent and its Subsidiaries have all requisite corporate power and authority and all authorizations, licenses and Permits necessary to own, lease and operate its properties and to carry on its business as it is now being conducted and as currently proposed to be conducted. The Parent and its Subsidiaries are duly qualified or authorized to do business and is in good standing in every jurisdiction in which its ownership of property or the conduct of business as now conducted requires it to qualify, and all such jurisdictions are set forth on Section 4.01 of the Parent Disclosure Schedule, except where the failure to be so qualified or licensed or to be in good standing, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) True, correct and complete copies of the Parent Charter and bylaws of the Parent, including all amendments or restatements thereof (collectively, the “Parent Organizational Documents”), and the organizational documents for each Subsidiary, have been heretofore made available to the Company. The Parent has provided to the Company true, correct and complete copies of the minute books of the Parent and each Subsidiary, and such minute books contain a complete summary of all meetings and actions of the Parent’s board of directors, and each Subsidiaries board of directors, including all committees thereof.

Organization and Corporate Power. (a) The Parent is a corporation duly organized, validly existing Aduromed and in good standing under the Laws each of the State of Delaware. Each Subsidiary of the Parent its subsidiaries is duly organized, validly existing and in good standing under the Laws laws of the states as set forth on Section 4.01 its respective jurisdiction of the Parent Disclosure Schedule. The Parent organization and its Subsidiaries have all requisite corporate has full power and authority and all authorizations, licenses and Permits necessary to own, lease and operate own its properties and to carry on conduct its business as it is now being presently conducted and as currently proposed to be conductedconducted by it and to enter into and perform the Original Purchase Agreement and the First Closing Related Agreements (as defined in Section 3.6 below), to carry out the transactions contemplated by the Original Purchase Agreement and the First Closing Related Agreements and to (a) issue, sell and deliver the shares of Aduromed Series A Preferred to be sold and delivered to the Purchasers at the First Closing, (b) sell and deliver the First Closing Aduromed Warrants to be sold and delivered to the Purchasers at the First Closing, (c) issue, sell and deliver the First Closing Aduromed Warrant Shares upon exercise of the First Closing Aduromed Warrants and (d) issue, sell and deliver the shares of Aduromed Common Stock issuable upon conversion of the shares of Aduromed Series A Preferred (the "Aduromed Conversion Shares"). The Parent Aduromed and each of its Subsidiaries are subsidiaries is duly qualified or authorized to do business and is in good standing as a foreign corporation in every jurisdiction in which its ownership of property or the conduct of business as now conducted requires it to qualify, and all such jurisdictions are set forth on Section 4.01 of the Parent Disclosure Schedule, except where the failure to be so qualified or licensed or to be in good standing, qualify would not reasonably be expected to have, individually or in the aggregate, have a Parent First Closing Material Adverse Effect. . For purposes of this Amended and Restated Purchase Agreement, the term "First Closing Material Adverse Effect" shall mean (bi) Truea material adverse effect on the results of operations, correct business, assets, liabilities or condition (financial or otherwise) of Aduromed and its subsidiaries, taken as a whole, or (ii) any material limitation on the ability of Aduromed to perform its obligations under, or the legality, validity or enforceability of, the Original Purchase Agreement or the First Closing Related Agreements. Aduromed has furnished to the Purchasers true and complete copies of the Parent Charter its certificate of incorporation and bylaws of the Parentby-laws, including all amendments or restatements thereof (collectively, the “Parent Organizational Documents”), each as amended to date and the organizational documents for each Subsidiary, have been heretofore made available to the Company. The Parent has provided to the Company true, correct and complete copies of the minute books of the Parent and each Subsidiary, and such minute books contain a complete summary of all meetings and actions of the Parent’s board of directors, and each Subsidiaries board of directors, including all committees thereofpresently in effect.

Organization and Corporate Power. (a) The Parent Company is a corporation duly organizedincorporated, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Parent Maryland and is duly organized, validly existing and in good standing under with the Laws of the states as set forth on Section 4.01 of the Parent Disclosure Schedule. The Parent SDAT and its Subsidiaries have has all requisite corporate power and authority and all authorizations, licenses and Permits necessary to own, lease and operate its properties and assets and to carry on its business as it is now being conducted and as currently proposed to be conducted. The Parent and its Subsidiaries are Company is duly qualified or authorized licensed to do business and is in good standing in every each jurisdiction in which the nature of its ownership of property business or the conduct ownership, leasing or operation of business as now conducted requires it to qualify, and all its properties makes such jurisdictions are set forth on Section 4.01 of the Parent Disclosure Schedulequalification or licensing necessary, except where for those jurisdictions in which the failure to be so qualified or licensed or to be in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect. (b) True, correct and complete copies The Constituent Documents of the Parent Charter and bylaws of the Parent, including all amendments or restatements thereof (collectively, the “Parent Organizational Documents”), and the organizational documents for each Subsidiary, have been heretofore made available to the Company. The Parent has provided Company filed as an exhibit to the Company SEC Documents as of June 8, 2014 are true, correct and complete copies copies, as of such date, of the minute books Constituent Documents of the Parent Company. The Company is not in violation of any of its Constituent Documents. (c) Section 4.1(c) of the Company Disclosure Letter sets forth, as of June 8, 2014, a correct and complete list of (i) each Subsidiary of the Company (individually, a “Company Subsidiary” and collectively, the “Company Subsidiaries”) and (ii) each Company Subsidiary’s jurisdiction of incorporation or organization. Each Company Subsidiary is a corporation duly incorporated or a limited liability company, partnership or other entity duly organized and is validly existing and in good standing, if applicable, under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has all requisite corporate or other entity power and authority, as the case may be, to own, lease and operate its properties and assets and to carry on its business as now being conducted, except where the failure to be so duly incorporated, duly organized, validly existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing, if applicable, in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such minute books contain qualification or licensing necessary, except for those jurisdictions in which the failure to be so qualified or licensed or to be in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a complete summary of all meetings and actions Company Material Adverse Effect. None of the Parent’s board Company Subsidiaries is in violation of directors, and each Subsidiaries board of directors, including all committees thereofits Constituent Documents.

Organization and Corporate Power. (a) The Parent is a corporation duly organizedincorporated and validly existing under the Laws of the Commonwealth of Virginia and is in good standing under the Laws of the Commonwealth of Virginia and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted, except where the failure to have such power or authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Merger Sub is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Parent is duly organized, validly existing Delaware and in good standing under the Laws of the states as set forth on Section 4.01 of the Parent Disclosure Schedule. The Parent and its Subsidiaries have has all requisite corporate power and authority and all authorizations, licenses and Permits necessary to own, lease and operate its properties and assets and to carry on its business as it is now being conducted conducted, except where the failure to have such power or authority, individually or in the aggregate, has not had and as currently proposed would not reasonably be expected to be conductedhave a Parent Material Adverse Effect. The Each of Parent and its Subsidiaries are Merger Sub is duly qualified or authorized licensed to do business and is in good standing in every each jurisdiction in which the nature of its ownership of property business or the conduct ownership, leasing or operation of business as now conducted requires it to qualify, and all its properties makes such jurisdictions are set forth on Section 4.01 of the Parent Disclosure Schedulequalification or licensing necessary, except where for those jurisdictions in which the failure to be so qualified or licensed or to be in good standing, individually or in the aggregate, has not had and would not reasonably be expected to havehave a Parent Material Adverse Effect. Parent has made available to the Company copies of its Constituent Documents and the Constituent Documents of Merger Sub, as in effect on the date of this Agreement. (b) Each Parent Subsidiary is a corporation duly incorporated or a limited liability company, partnership or other entity duly organized and is validly existing and in good standing, if applicable, under the Laws of the jurisdiction of its incorporation or organization and has all requisite corporate or other entity power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted, except where the failure to be so duly incorporated, duly organized, validly existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) True, correct and complete copies of the Parent Charter and bylaws of the Parent, including all amendments or restatements thereof (collectively, the “Parent Organizational Documents”), and the organizational documents for each Subsidiary, have been heretofore made available to the Company. The Parent has provided to the Company true, correct and complete copies of the minute books of the Parent and each Subsidiary, and such minute books contain a complete summary of all meetings and actions of the Parent’s board of directors, and each Subsidiaries board of directors, including all committees thereof.

Organization and Corporate Power. (a) The Parent Company is a corporation duly organizedincorporated, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of Delaware and has the Parent is duly organized, validly existing and in good standing under the Laws of the states as set forth on Section 4.01 of the Parent Disclosure Schedule. The Parent and its Subsidiaries have all requisite corporate power and authority and all authorizations, licenses and Permits necessary to own, lease and operate its properties and assets and to carry on its business as it is now being conducted and as currently proposed to be conducted. The Parent and its Subsidiaries are Company is duly qualified or authorized licensed to do business and is in good standing in every each jurisdiction in which the nature of its ownership of property business or the conduct ownership, leasing or operation of business as now conducted requires it to qualify, and all its properties makes such jurisdictions are set forth on Section 4.01 of the Parent Disclosure Schedulequalification or licensing necessary, except where for those jurisdictions in which the failure to be so qualified or licensed or to be in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect. (b) TrueThe Company has made available to Parent correct and complete copies of its Constituent Documents, as in effect on the date of this Agreement. The Company is not in violation of any of its Constituent Documents. (c) Section 3.1(c) of the Company Disclosure Letter sets forth, as of the date hereof, a correct and complete list of (i) each Subsidiary of the Company (individually, a “Company Subsidiary” and collectively, the “Company Subsidiaries”) and (ii) each Company Subsidiary’s jurisdiction of incorporation or organization. Each Company Subsidiary is a corporation duly incorporated or a limited liability company, partnership or other entity duly organized and is validly existing and in good standing, if applicable, under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the requisite corporate or other entity power and authority, as the case may be, to own, lease and operate its properties and assets and to carry on its business as now being conducted except where the failure to be so duly incorporated, duly organized, validly existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing, if applicable, in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those jurisdictions in which the failure to be so qualified or licensed or to be in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent correct and complete copies of the Parent Charter and bylaws Constituent Documents of the Parent, including all amendments or restatements thereof (collectively, the “Parent Organizational Documents”), and the organizational documents for each Company Subsidiary, have been heretofore made available to as in effect on the Company. The Parent has provided to the Company true, correct and complete copies date of the minute books of the Parent and each Subsidiary, and such minute books contain a complete summary of all meetings and actions of the Parent’s board of directors, and each Subsidiaries board of directors, including all committees thereofthis Agreement.

Organization and Corporate Power. (a) The Parent Company is a corporation duly organizedincorporated, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Parent is duly organized, validly existing Delaware and in good standing under the Laws of the states as set forth on Section 4.01 of the Parent Disclosure Schedule. The Parent and its Subsidiaries have has all requisite corporate power and authority and all authorizations, licenses and Permits necessary to own, lease and operate its properties and assets and to carry on its business as it is now being conducted conducted, except where the failure to have such power or authority, individually or in the aggregate, has not had and as currently proposed would not reasonably be expected to be conductedhave a Company Material Adverse Effect. The Parent and its Subsidiaries are Company is duly qualified or authorized licensed to do business and is in good standing in every each jurisdiction in which the nature of its ownership of property business or the conduct ownership, leasing or operation of business as now conducted requires it to qualify, and all its properties makes such jurisdictions are set forth on Section 4.01 of the Parent Disclosure Schedulequalification or licensing necessary, except where for those jurisdictions in which the failure to be so qualified or licensed or to be in good standing, individually or in the aggregate, has not had and would not reasonably be expected to havehave a Company Material Adverse Effect. The Company has made available to Parent copies of its Constituent Documents, as in effect on the date of this Agreement. (b) Each Company Subsidiary is a corporation duly incorporated or a limited liability company, partnership or other entity duly organized and is validly existing and in good standing, if applicable, under the Laws of the jurisdiction of its incorporation or organization and has all requisite corporate or other entity power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted, except where the failure to be so duly incorporated, duly organized, validly existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Company Material Adverse Effect. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing, if applicable, in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those jurisdictions in which the failure to be so qualified or licensed or to be in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) True, correct and complete copies of the Parent Charter and bylaws of the Parent, including all amendments or restatements thereof (collectively, the “Parent Organizational Documents”), and the organizational documents for each Subsidiary, have been heretofore made available to the Company. The Parent has provided to the Company true, correct and complete copies of the minute books of the Parent and each Subsidiary, and such minute books contain a complete summary of all meetings and actions of the Parent’s board of directors, and each Subsidiaries board of directors, including all committees thereof.

Organization and Corporate Power. (a) The Parent Each of Parent, Merger Sub I and Merger Sub II is a corporation duly organizedincorporated, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of Delaware and has the Parent is duly organized, validly existing and in good standing under the Laws of the states as set forth on Section 4.01 of the Parent Disclosure Schedule. The Parent and its Subsidiaries have all requisite corporate power and authority and all authorizations, licenses and Permits necessary to own, lease and operate its respective properties and assets and to carry on its business as it is now being conducted and as currently proposed to be conducted. The Each of Parent and its Subsidiaries are Merger Sub I and Merger Sub II is duly qualified or authorized licensed to do business and is in good standing in every each jurisdiction in which the nature of its ownership of property business or the conduct ownership, leasing or operation of business as now conducted requires it to qualify, and all its properties makes such jurisdictions are set forth on Section 4.01 of the Parent Disclosure Schedulequalification or licensing necessary, except where for those jurisdictions in which the failure to be so qualified or licensed or to be in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (b) True, Parent has made available to the Company correct and complete copies of its Constituent Documents, as in effect on the date of this Agreement. Parent is not in violation of any of its Constituent Documents. (c) Section 4.1(c) of the Parent Charter and bylaws Disclosure Letter sets forth, as of the Parentdate hereof, including all amendments or restatements thereof a correct and complete list of (i) each Subsidiary of Parent (individually, a “Parent Subsidiary” and collectively, the “Parent Organizational DocumentsSubsidiaries”)) and (ii) each Parent Subsidiary’s jurisdiction of incorporation or organization. Each Parent Subsidiary is a corporation duly incorporated or a limited liability company, partnership or other entity duly organized and is validly existing and in good standing, if applicable, under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has the organizational documents requisite corporate or other entity power and authority, as the case may be, to own, lease and operate its properties and assets and to carry on its business as now being conducted, except where the failure to be so duly incorporated, duly organized, validly existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Each Parent Subsidiary is duly qualified or licensed to do business and is in good standing, if applicable, in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for each Subsidiarythose jurisdictions in which the failure to be so qualified or licensed or to be in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have been heretofore made available to the Company. The a Parent has provided to the Company true, correct and complete copies of the minute books of the Parent and each Subsidiary, and such minute books contain a complete summary of all meetings and actions of the Parent’s board of directors, and each Subsidiaries board of directors, including all committees thereofMaterial Adverse Effect.

Organization and Corporate Power. (a) The Parent is a corporation duly incorporated and validly existing under the Laws of the State of Maryland and is in good standing with the State Department of Assessments and Taxation of Maryland and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted. Merger Corp is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted. Merger LLC is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Parent is duly organized, validly existing Delaware and in good standing under the Laws of the states as set forth on Section 4.01 of the Parent Disclosure Schedule. The Parent and its Subsidiaries have has all requisite corporate limited liability company power and authority and all authorizations, licenses and Permits necessary to own, lease and operate its properties and assets and to carry on its business as it is now being conducted and as currently proposed to be conducted. The Parent Each of Parent, Merger Corp and its Subsidiaries are Merger LLC is duly qualified or authorized licensed to do business and is in good standing in every each jurisdiction in which the nature of its ownership of property business or the conduct ownership, leasing or operation of business as now conducted requires it to qualify, and all its properties makes such jurisdictions are set forth on Section 4.01 of the Parent Disclosure Schedulequalification or licensing necessary, except where for those jurisdictions in which the failure to be so qualified or licensed or to be in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (b) True, Parent has made available to the Company correct and complete copies of (i) its Constituent Documents, as in effect on the date of this Agreement and (ii) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the holders of Parent Capital Stock, the Parent Charter Board and bylaws all committees of the ParentParent Board, including all amendments or restatements thereof in each case from January 1, 2013 through February 1, 2014. Parent is not in violation of any of its Constituent Documents. (c) Section 4.1(c) of the Parent Disclosure Letter sets forth, as of the date hereof, a correct and complete list of (i) each Subsidiary of Parent (individually, a “Parent Subsidiary” and collectively, the “Parent Organizational DocumentsSubsidiaries”)) and (ii) each Parent Subsidiary’s jurisdiction of incorporation or organization. Each Parent Subsidiary is a corporation duly incorporated or a limited liability company, partnership or other entity duly organized and is validly existing and in good standing, if applicable, under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has all requisite corporate or other entity power and authority, as the organizational documents case may be, to own, lease and operate its properties and assets and to carry on its business as now being conducted, except where the failure to be so duly incorporated, duly organized, validly existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Each Parent Subsidiary is duly qualified or licensed to do business and is in good standing, if applicable, in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for each Subsidiarythose jurisdictions in which the failure to be so qualified or licensed or to be in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have been heretofore made available to the Companya Parent Material Adverse Effect. The Parent has provided to the Company true, correct and complete copies of the minute books None of the Parent and each Subsidiary, and such minute books contain a complete summary Subsidiaries is in violation of all meetings and actions of the Parent’s board of directors, and each Subsidiaries board of directors, including all committees thereofits Constituent Documents.

Organization and Corporate Power. (a) The Parent Company is a corporation duly organizedincorporated, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Parent is duly organized, validly existing Delaware and in good standing under the Laws of the states as set forth on Section 4.01 of the Parent Disclosure Schedule. The Parent and its Subsidiaries have has all requisite corporate power and authority and all authorizations, licenses and Permits necessary to own, lease and operate its properties and assets and to carry on its business as it is now being conducted and as currently proposed to be conducted. The Parent and its Subsidiaries are Company is duly qualified or authorized licensed to do business and is in good standing in every each jurisdiction in which the nature of its ownership of property business or the conduct ownership, leasing or operation of business as now conducted requires it to qualify, and all its properties makes such jurisdictions are set forth on Section 4.01 of the Parent Disclosure Schedulequalification or licensing necessary, except where for those jurisdictions in which the failure to be so qualified or licensed or to be in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect. (b) True, The Company has made available to Parent correct and complete copies of (i) its Constituent Documents, as in effect on the Parent Charter date of this Agreement and bylaws (ii) the minutes and other records of the Parentmeetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the holders of Company Capital Stock, including the Company Board and all amendments or restatements thereof committees of the Company Board, in each case since January 1, 2013 through February 1, 2014. The Company is not in violation of any of its Constituent Documents. (c) Section 3.1(c) of the Company Disclosure Letter sets forth, as of the date hereof, a correct and complete list of (i) each Subsidiary of the Company (individually, a “Company Subsidiary” and collectively, the “Parent Organizational DocumentsCompany Subsidiaries”)) and (ii) each Company Subsidiary’s jurisdiction of incorporation or organization. Each Company Subsidiary is a corporation duly incorporated or a limited liability company, partnership or other entity duly organized and is validly existing and in good standing, if applicable, under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has all requisite corporate or other entity power and authority, as the organizational documents case may be, to own, lease and operate its properties and assets and to carry on its business as now being conducted, except where the failure to be so duly incorporated, duly organized, validly existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing, if applicable, in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for each Subsidiarythose jurisdictions in which the failure to be so qualified or licensed or to be in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have been heretofore a Company Material Adverse Effect. The Company has made available to the Company. The Parent has provided to the Company true, correct and complete copies of (i) the minute books Constituent Documents of each Company Subsidiary, as in effect on the date of this Agreement, and (ii) with respect to each Company Subsidiary that is a “significant subsidiary” (as such term is defined in Section 1-02 of Regulation S-X of the Parent Securities Exchange Act of 1934, as amended (the “Exchange Act”)), the minutes and each Subsidiary, and such minute books contain a complete summary other records of all the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the Parent’s holders of capital stock of such Company Subsidiary and the board of directors, directors (or other governing body or Person(s) performing similar functions) of such Company Subsidiary and each Subsidiaries board of directors, including all committees thereof, in each case since January 1, 2013. None of the Company Subsidiaries is in violation of its Constituent Documents.

Organization and Corporate Power. (a) The Parent is a corporation duly organizedincorporated, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary , Buyer is a private limited company duly incorporated and validly existing under the Laws of the Parent Ireland and Merger Sub is a corporation duly organizedincorporated, validly existing and in good standing under the Laws of the states as set forth on Section 4.01 State of the Parent Disclosure Schedule. The Parent Delaware and its Subsidiaries each of Parent, Buyer and Merger Sub have all requisite corporate power and authority and all authorizations, licenses and Permits necessary to own, lease and operate its properties and assets and to carry on its business as it is now being conducted conducted, except where the failure to have such power or authority, individually or in the aggregate, has not had and as currently proposed would not reasonably be expected to be conductedhave a Parent Material Adverse Effect. The Each of Parent and its Subsidiaries are Merger Sub is duly qualified or authorized licensed to do business and is in good standing in every each jurisdiction in which the nature of its ownership of property business or the conduct ownership, leasing or operation of business as now conducted requires it to qualify, and all its properties makes such jurisdictions are set forth on Section 4.01 of the Parent Disclosure Schedulequalification or licensing necessary, except where for those jurisdictions in which the failure to be so qualified or licensed or to be in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) True, correct and complete copies of the Parent Charter and bylaws of the Parent, including all amendments or restatements thereof (collectively, the “Parent Organizational Documents”), and the organizational documents for each Subsidiary, have been heretofore has made available to the Company. The Parent has provided to the Company true, correct and complete copies of the minute books Constituent Documents of Parent, Buyer and Merger Sub in effect on the date of this Agreement. Each of Parent, Buyer and Merger Sub is not in violation of any provision of its Constituent Documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Merger Sub was formed solely for the purposes of engaging in the transactions contemplated by this Agreement and each SubsidiaryMerger Sub has not carried on any business or conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and such minute books contain a complete summary of all meetings and actions of the Parent’s board of directors, and each Subsidiaries board of directors, including all committees thereofmatters ancillary thereto.

Organization and Corporate Power. (a) The Each of Parent and Merger Sub is a corporation duly organizedincorporated, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Parent is duly organized, validly existing Delaware and in good standing under the Laws of the states as set forth on Section 4.01 of the Parent Disclosure Schedule. The Parent and its Subsidiaries have has all requisite corporate power and authority and all authorizations, licenses and Permits necessary to own, lease and operate its properties and assets and to carry on its business as it is now being conducted conducted, except where the failure to have such power or authority, individually or in the aggregate, has not had and as currently proposed would not reasonably be expected to be conductedhave a Parent Material Adverse Effect. The Each of Parent and its Subsidiaries are Merger Sub is duly qualified or authorized licensed to do business and is in good standing in every each jurisdiction in which the nature of its ownership of property business or the conduct ownership, leasing or operation of business as now conducted requires it to qualify, and all its properties makes such jurisdictions are set forth on Section 4.01 of the Parent Disclosure Schedulequalification or licensing necessary, except where for those jurisdictions in which the failure to be so qualified or licensed or to be in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) True, correct and complete copies of the Parent Charter and bylaws of the Parent, including all amendments or restatements thereof (collectively, the “Parent Organizational Documents”), and the organizational documents for each Subsidiary, have been heretofore has made available to the Company. The Parent has provided to the Company true, correct and complete copies of the minute books Constituent Documents of Parent and Merger Sub in effect on the date of this Agreement. Each of Parent and Merger Sub is not in violation of any provision of its Constituent Documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Merger Sub was formed solely for the purposes of engaging in the transactions contemplated by this Agreement and Merger Sub has not carried on any business or conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto. All of the Parent issued and each Subsidiaryoutstanding shares of common stock of Merger Sub have been validly issued, are fully paid and such minute books contain a complete summary non-assessable and are owned directly or indirectly by Parent, free and clear of all meetings and actions of the Parent’s board of directors, and each Subsidiaries board of directors, including all committees thereofany Lien.

Organization and Corporate Power. (a) The Each of Parent and the Merger Subs is a corporation legal entity duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Parent is duly organized, validly existing Delaware and in good standing under the Laws of the states as set forth on Section 4.01 of the Parent Disclosure Schedule. The Parent and its Subsidiaries have has all requisite corporate corporate, limited liability company or similar power and authority and all authorizations, licenses and Permits necessary to own, lease and operate its properties and assets and to carry on its business as it is now being conducted and as currently proposed to be conducted. The Parent and its Subsidiaries are is duly qualified or authorized licensed to do business and is in good standing as a foreign corporation or other entity in every each jurisdiction in which the nature of its ownership of property business or the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification or licensing necessary, except for those jurisdictions in which the failure to be so organized (other than Parent), validly existing (other than Parent), qualified or, where relevant, licensed or to be in good standing, or to have such power or authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) Parent has made available to the Company correct and complete copies of its Constituent Documents, as in effect on the date of this Agreement. Parent is not in violation of any of its Constituent Documents. (c) Each Subsidiary of Parent (individually, a “Parent Subsidiary” and collectively, the “Parent Subsidiaries”) is a corporation duly incorporated or a limited liability company, partnership or other entity duly organized and is validly existing and in good standing, if applicable, under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has all requisite corporate or other entity power and authority, as the case may be, to own, lease and operate its properties and assets and to carry on its business as now conducted requires it to qualify, and all such jurisdictions are set forth on Section 4.01 of the Parent Disclosure Schedulebeing conducted, except where the failure to be so duly incorporated, duly organized, validly existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Each Parent Subsidiary is duly qualified or licensed to do business and is in good standing, if applicable, in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those jurisdictions in which the failure to be so qualified or licensed or to be in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. (b) True, correct and complete copies . None of the Parent Charter and bylaws Subsidiaries is in violation of the Parent, including all amendments or restatements thereof (collectively, the “Parent Organizational its Constituent Documents”), and the organizational documents for each Subsidiary, have been heretofore made available to the Company. The Parent has provided to the Company true, correct and complete copies of the minute books of the Parent and each Subsidiary, and such minute books contain a complete summary of all meetings and actions of the Parent’s board of directors, and each Subsidiaries board of directors, including all committees thereof.

Organization and Corporate Power. (a) The Parent Company is a corporation duly organizedincorporated, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Parent is duly organized, validly existing Delaware and in good standing under the Laws of the states as set forth on Section 4.01 of the Parent Disclosure Schedule. The Parent and its Subsidiaries have has all requisite corporate power and authority and all authorizations, licenses and Permits necessary to own, lease and operate its properties and assets and to carry on its business as it is now being conducted conducted, except where the failure to have such power or authority, individually or in the aggregate, has not had and as currently proposed would not reasonably be expected to be conductedhave a Company Material Adverse Effect. The Parent and its Subsidiaries are Company is duly qualified or authorized licensed to do business and is in good standing in every each jurisdiction in which the nature of its ownership of property business or the conduct ownership, leasing or operation of business as now conducted requires it to qualify, and all its properties makes such jurisdictions are set forth on Section 4.01 of the Parent Disclosure Schedulequalification or licensing necessary, except where for those jurisdictions in which the failure to be so qualified or licensed licensed, individually or to be in good standingthe aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (b) True, correct and complete The Company has made available to Parent copies of the Parent Charter and bylaws Constituent Documents of the ParentCompany as in effect on the date of this Agreement. The Company is not in material violation of any provision of its Constituent Documents. (c) Each of the Company Subsidiaries is a corporation or other legal entity duly incorporated or formed, including validly existing and in good standing under the Laws of its respective jurisdiction of incorporation or formation and has all amendments requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted, except where the failure to have such power or restatements thereof authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those jurisdictions in which the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (collectively, the “Parent Organizational Documents”), and the organizational documents for each Subsidiary, have been heretofore d) The Company has made available to the Company. The Parent has provided to the Company true, correct and complete copies of the minute books Constituent Documents of each of the Parent and Company Subsidiaries, each Subsidiary, and such minute books contain a complete summary as in effect on the date of all meetings and actions this Agreement. None of the Parent’s board Company Subsidiaries is in material violation of directors, and each Subsidiaries board any provision of directors, including all committees thereofits respective Constituent Documents.

Organization and Corporate Power. (a) The Parent CHCI is a corporation duly organized, validly existing and in good standing under the Laws laws of the State state of Delaware. Each Subsidiary Florida, and is duly qualified or registered as a foreign corporation in, and is in good standing under the laws of, each jurisdiction (i) listed in Section 3.02 of the Parent Disclosure Schedule or (ii) in which it is required to be licensed or qualified to conduct the Hospitality Business or own its properties related to the Hospitality Business, except where the failure to so qualify or register would not reasonably be expected to have a Material Adverse Effect on CHCI. CHCI has all requisite corporate power and authority to conduct the Hospitality Business as presently conducted. CHCI is not in violation of any term of its Articles of Incorporation or By-laws. (b) Each of the CHCI Subsidiaries is a corporation or partnership duly incorporated or organized, validly existing and in good standing under the Laws laws of its jurisdiction of incorporation or organization, has the states as set forth on Section 4.01 of the Parent Disclosure Schedule. The Parent and its Subsidiaries have all requisite corporate or partnership power and authority and all authorizations, licenses and Permits necessary to own, lease and operate own its properties and to carry on its business as it is now being conducted conducted, and as currently proposed to be conducted. The Parent and its Subsidiaries are is duly qualified or authorized to do business and is in good standing in every each jurisdiction in which its the ownership of its property or the conduct of its business as now conducted requires it to qualify, and all such jurisdictions are set forth on Section 4.01 of the Parent Disclosure Schedulequalification, except where the for jurisdictions in which such failure to be so qualified or licensed or to be in good standing, standing would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse EffectEffect on CHCI. (bc) TrueNeither CHCI nor any CHCI Subsidiary is in violation of any order of any court, correct governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which CHCI or any CHCI Subsidiary or any of their respective properties or assets relating to the Hospitality Business is subject, where such violation would reasonably be expected to have a Material Adverse Effect on CHCI. CHCI and the CHCI Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable law or governmental regulations in connection with the Hospitality Business as now conducted, where the failure to obtain any such license, permit or authorization or to take any such action would reasonably be expected to have a Material Adverse Effect on CHCI. (d) True and complete copies of the Parent Charter Articles of Incorporation and bylaws By-laws of the Parent, including all amendments or restatements thereof (collectively, the “Parent Organizational Documents”), CHCI and the organizational documents for and partnership and joint venture agreements (and in each Subsidiarysuch case, have been heretofore made available to the Company. The Parent has provided to the Company true, correct and complete copies all amendments thereto) of each of the minute books of the Parent and each Subsidiary, and such minute books contain a complete summary of all meetings and actions of the Parent’s board of directors, and each CHCI Subsidiaries board of directors, including all committees thereofhave previously been delivered to OpCo.

Organization and Corporate Power. (a) The Parent "ORGANIZATION SCHEDULE" attached hereto contains a complete and accurate list for each Acquired Company of its name, its jurisdiction of incorporation or organization, other jurisdictions in which it is a corporation duly organizedauthorized to do business, and its capitalization (including the identity of each stockholder or equity holder and the number of shares or other equity interests held by each), determined as of the date hereof. Except as set forth on the ORGANIZATION SCHEDULE, none of the Acquired Companies owns or holds the right to acquire any Capital Stock in any other Person. Seller is validly existing and in good standing as a corporation under the Laws laws of the State of Delaware. , and, subject to the satisfaction of its conditions precedent to Closing, has all necessary corporate power to perform its obligations under the Transaction Documents. (b) Each Subsidiary of the Parent Acquired Company is a company duly organized, validly existing existing, and in good standing under the Laws laws of the states as set forth on Section 4.01 its jurisdiction of the Parent Disclosure Schedule. The Parent and its Subsidiaries have all requisite incorporation or organization, with full corporate or organizational power and authority and all authorizationsauthority, licenses and Permits necessary as appropriate, to own, lease and operate its properties and to carry on its conduct the business as it is now being conducted and as currently proposed to be conductedown or use the properties and assets that it purports to own or use. The Parent and its Subsidiaries are Each Acquired Company is duly qualified or authorized to do business as a foreign company and is in good standing in every under the laws of each state or other jurisdiction in which its either the ownership or use of property the properties owned or used by it, or the conduct of business as now conducted requires it to qualify, and all such jurisdictions are set forth on Section 4.01 nature of the Parent Disclosure Scheduleactivities conducted by it, requires such qualification, except where the failure to be so duly qualified or licensed or to be and in good standing, standing would not reasonably be expected to have, individually or in the aggregate, aggregate have a Parent Material Adverse Effect. (bc) True, Seller has delivered to Purchaser correct and complete copies of the Parent Charter certificate of incorporation and bylaws (or equivalent governing documents) of the Parenteach Acquired Company, including which documents reflect all amendments or restatements thereof (collectively, made thereto at any time before the “Parent Organizational Documents”), and the organizational documents for each Subsidiary, have been heretofore made available to the Companydate hereof. The Parent has provided to the Company true, correct Correct and complete copies of the minute books containing the records of meetings of the Parent stockholders and each Subsidiaryboard of directors (or equivalent parties), the stock certificate books, and such minute the stock record books contain a complete summary of all meetings and actions of the Parent’s board Acquired Companies have been furnished to Purchaser. None of directors, and each Subsidiaries board the Acquired Companies is in default under or in violation of directors, including all committees thereofany provision of its certificate of incorporation or by-laws (or equivalent governing documents).

Organization and Corporate Power. (a) The Each of Parent and Merger Sub I is a corporation duly organizedincorporated, validly existing and in good standing under in accordance with the Laws of the State of Delaware. Merger Sub II is a limited liability company, validly existing and in good standing in accordance with the Laws of the State of Delaware. Each Subsidiary of the Parent is duly organized, validly existing and in good standing under the Laws of the states as set forth on Section 4.01 of the Parent Disclosure Schedule. The Parent and its Subsidiaries have all each Merger Sub has the requisite corporate entity power and authority and all authorizationsto own or lease, licenses and Permits necessary to ownas applicable, lease and operate its properties assets and to carry on its business as it is now being conducted and businesses as currently proposed to be conducted. The Except as has not resulted in and would not reasonably be expected to result in, individually or in the aggregate, a Parent Material Adverse Effect and would not reasonably be expected, individually or in the aggregate, to prevent, materially delay or materially impede Parent’s and Merger Subs’ ability to consummate the First Merger or any of the other transactions contemplated hereby, each of Parent and its Subsidiaries are each Merger Sub is duly qualified or authorized licensed to do business and is in good standing in every each jurisdiction in which the nature of its ownership of property business or the conduct ownership, leasing or operation of business as now conducted requires it its assets makes such qualification or licensing necessary. (b) Prior to qualifythe date hereof, Parent’s Constituent Documents that are in effect on the date hereof are available on the SEC’s Electronic Data Gathering, Analysis and Retrieval (XXXXX) database. Parent’s Constituent Documents are in full force and effect, and all such jurisdictions are set forth on Section 4.01 Parent is not in violation, in any material respect, of any of its Constituent Documents. (c) Each Parent Subsidiary is a corporation duly incorporated or a limited liability company, partnership or other entity duly organized or formed and is validly existing and in good standing in accordance with the Laws of the Parent Disclosure Schedulejurisdiction of its incorporation, formation or organization, as the case may be, and has the requisite corporate or other entity power and authority, as the case may be, to own, lease and operate its assets and to carry on its businesses as currently conducted, except where the failure to be so qualified duly incorporated, duly organized or licensed formed, validly existing or to be in good standing, standing as has not resulted in and would not reasonably be expected to haveresult in, individually or in the aggregate, a Parent Material Adverse Effect. Except as has not resulted in and would not reasonably be expected to result in, individually or in the aggregate, a Parent Material Adverse Effect, each Parent Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its assets makes such qualification or licensing necessary. (bd) True, correct Each material Parent Subsidiary’s Constituent Documents are in full force and complete copies of the Parent Charter and bylaws of the Parent, including all amendments or restatements thereof (collectively, the “Parent Organizational Documents”)effect, and the organizational documents for each Subsidiaryno material Parent Subsidiary is in violation, have been heretofore made available to the Company. The Parent has provided to the Company truein any material respect, correct and complete copies of the minute books any of the Parent and each Subsidiary, and such minute books contain a complete summary of all meetings and actions of the Parent’s board of directors, and each Subsidiaries board of directors, including all committees thereofits Constituent Documents.

Organization and Corporate Power. (a) The Parent Organization Schedule included in the Disclosure Letter contains under the heading "Before Internal Reorganization" a complete and accurate list for each Acquired Company of its name, its jurisdiction of incorporation or organization, other jurisdictions in which it is authorized to do business, and its capitalization (including the identity of each stockholder or equity holder and the number of shares or other equity interests held by each), determined as of the date hereof. The Organization Schedule included in the Disclosure Letter also contains under the heading "After Internal Reorganization" a complete and accurate list for each Acquired Company of its name, its jurisdiction of incorporation or organization, other jurisdictions in which it is authorized to do business, and its capitalization (including the identity of each stockholder or equity holder and the number of shares or other equity interests held by each), as such will exist after completion of the Internal Reorganization and as of immediately before the Closing. No Acquired Company owns or holds the right to acquire any Capital Stock in any other Person. (b) Each Acquired Company is a corporation duly organized, validly existing existing, and in good standing under the Laws laws of the State its jurisdiction of Delaware. Each Subsidiary of the Parent is duly organizedorganization, validly existing and in good standing under the Laws of the states as set forth on Section 4.01 of the Parent Disclosure Schedule. The Parent and its Subsidiaries have all requisite corporate with full organizational power and authority and all authorizations, licenses and Permits necessary to own, lease and operate its properties and to carry on conduct its business as it is now being conducted and as currently proposed to be conductedown or use the properties and assets that it purports to own or use. The Parent and its Subsidiaries are Each Acquired Company is duly qualified or authorized to do business as a foreign organization and is in good standing in every under the laws of each state or other jurisdiction in which its either the ownership or use of property the properties owned or used by it, or the conduct of business as now conducted requires it to qualify, and all such jurisdictions are set forth on Section 4.01 nature of the Parent Disclosure Scheduleactivities conducted by it, requires such qualification, except where the failure to be so duly qualified or licensed or to be and in good standing, standing would not reasonably be expected to have, individually or in the aggregate, aggregate have a Parent Material Adverse Effect. (bc) TrueThe Existing Stockholder and the Parent is each a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of incorporation. (d) The Existing Stockholder has made available to the Purchaser correct and complete copies of the Parent Charter certificate of incorporation and bylaws of the Parentby-laws (or equivalent governing documents) for each Acquired Company, including which documents reflect all amendments or restatements thereof (collectively, made thereto at any time before the “Parent Organizational Documents”), and the organizational documents for each Subsidiary, have been heretofore made available to the Companydate hereof. The Parent has provided to the Company true, correct Correct and complete copies of the minute books containing the records of meetings of the Parent stockholders and each Subsidiaryboard of directors (or equivalent parties), the stock certificate books, and such minute the stock record books contain a complete summary of all meetings and actions of the Parent’s board Acquired Companies have been furnished to the Purchaser. No Acquired Company is in default under or in violation of directors, and each Subsidiaries board any provision of directors, including all committees thereofits certificate of incorporation or by-laws (or equivalent governing documents).

Organization and Corporate Power. (a) The Parent REIT is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware, and is duly qualified or registered as a foreign corporation in, and is in good standing under the laws of, each jurisdiction in which it is required to be so licensed or qualified to conduct its businesses or own its properties, except where the failure to so qualify or register would not reasonably be expect to have a Material Adverse Effect on REIT. Each Subsidiary REIT has all requisite corporate power and authority to own its properties and conduct its business as presently conducted. REIT is not in violation of the Parent any term of its Certificate of Incorporation or By- laws. (b) Patriot American Hospitality Partnership, L.P. ("REIT OP") is a limited partnership duly organized, validly existing and in good standing under the Laws laws of the states as set forth on Section 4.01 Commonwealth of Virginia, has the Parent Disclosure Schedule. The Parent and its Subsidiaries have all requisite corporate partnership power and authority and all authorizations, licenses and Permits necessary to own, lease and operate own its properties and to carry on its business as it is now being conducted conducted, and as currently proposed to be conducted. The Parent and its Subsidiaries are is duly qualified or authorized to do business and is in good standing in every each jurisdiction in which its the ownership of its property or the conduct of its business as now conducted requires it to qualify, and all such jurisdictions are set forth on Section 4.01 of the Parent Disclosure Schedulequalification, except where the for jurisdictions in which such failure to be so qualified or licensed or to be in good standing, standing would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse EffectEffect on OpCo. REIT OP is classified as a partnership for federal income tax purposes. (bc) TrueNeither REIT nor REIT OP is in violation of any order of any court, correct governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which REIT or REIT OP or any of their respective properties or assets is subject, where such violation would reasonably be expected to have a Material Adverse Effect on REIT. REIT and REIT OP have obtained all licenses, permits and other authorizations and have taken all actions required by applicable law or governmental regulations, where the failure to obtain any such license, permit or authorization or to take any such action would reasonably be expected to have a Material Adverse Effect on REIT. (d) True and complete copies of the Parent Charter Certificate of Incorporation and bylaws By-laws of the Parent, including all amendments or restatements thereof (collectively, the “Parent Organizational Documents”), REIT and the organizational documents for each Subsidiary, and partnership agreements (and all amendments thereto) of REIT OP have previously been heretofore made available delivered to the Company. The Parent has provided to the Company true, correct and complete copies of the minute books of the Parent and each Subsidiary, and such minute books contain a complete summary of all meetings and actions of the Parent’s board of directors, and each Subsidiaries board of directors, including all committees thereofCHCI.

Organization and Corporate Power. (a) The Parent Company is a corporation duly organizedincorporated, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Parent is duly organized, validly existing Delaware and in good standing under the Laws of the states as set forth on Section 4.01 of the Parent Disclosure Schedule. The Parent and its Subsidiaries have has all requisite corporate power and authority and all authorizations, licenses and Permits necessary to own, lease and operate its properties and assets and to carry on its business as it is now being conducted and as currently proposed to be conducted. The Parent and its Subsidiaries are Company is duly qualified or authorized licensed to do business and is in good standing as a foreign corporation in every each jurisdiction in which the nature of its ownership of property business or the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification or licensing necessary, except for those jurisdictions in which the failure to be so qualified or, where relevant, licensed or to be in good standing, or to have such power or authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) The Company has made available to Parent correct and complete copies of its Constituent Documents, as in effect on the date of this Agreement. The Company is not in violation of any of its Constituent Documents. (c) Section 3.1(c) of the Company Disclosure Letter sets forth, as of the date hereof, a correct and complete list of (i) each Subsidiary of the Company (individually, a “Company Subsidiary” and collectively, the “Company Subsidiaries”) and (ii) each Company Subsidiary’s jurisdiction of incorporation or organization. Each Company Subsidiary is a corporation duly incorporated or a limited liability company, partnership or other entity duly organized and is validly existing and in good standing, if applicable, under the Laws of the jurisdiction of its incorporation or organization, as the case may be, and has all requisite corporate or other entity power and authority, as the case may be, to own, lease and operate its properties and assets and to carry on its business as now conducted requires it to qualify, and all such jurisdictions are set forth on Section 4.01 of the Parent Disclosure Schedulebeing conducted, except where the failure to be so duly incorporated, duly organized, validly existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing, if applicable, in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those jurisdictions in which the failure to be so qualified or licensed or to be in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect. (b) True, . The Company has made available to Parent correct and complete copies of the Parent Charter and bylaws Constituent Documents of each Company Subsidiary, as in effect on the date of this Agreement. No Company Subsidiary is a “significant subsidiary” (as such term is defined in Section 1-02 of Regulation S-X of the ParentSecurities Exchange Act of 1934, including all amendments or restatements thereof as amended (collectively, the “Parent Organizational DocumentsExchange Act”), and the organizational documents for each Subsidiary, have been heretofore made available to the Company. The Parent has provided to the Company true, correct and complete copies of the minute books of the Parent and each Subsidiary, and such minute books contain a complete summary of all meetings and actions of the Parent’s board of directors, and each Subsidiaries board of directors, including all committees thereof).

Organization and Corporate Power. (a) The Parent is a corporation duly organizedincorporated, validly existing and in good standing under the Laws of the State of Delaware. Each Subsidiary of the Parent , Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the Laws of the states as set forth on Section 4.01 State of Delaware and Merger Sub is a limited liability company duly formed, validly existing and in good standing under the Laws of the Parent Disclosure Schedule. The Parent State of Delaware and its Subsidiaries each of Parent, Buyer and Merger Sub have all requisite corporate organizational power and authority and all authorizations, licenses and Permits necessary to own, lease and operate its properties and assets and to carry on its business as it is now being conducted conducted, except where the failure to have such power or authority, individually or in the aggregate, has not had and as currently proposed would not reasonably be expected to be conductedhave a Parent Material Adverse Effect. The Each of Parent and its Subsidiaries are Merger Sub is duly qualified or authorized licensed to do business and is in good standing in every each jurisdiction in which the nature of its ownership of property business or the conduct ownership, leasing or operation of business as now conducted requires it to qualify, and all its properties makes such jurisdictions are set forth on Section 4.01 of the Parent Disclosure Schedulequalification or licensing necessary, except where for those jurisdictions in which the failure to be so qualified or licensed or to be in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) True, correct and complete copies of the Parent Charter and bylaws of the Parent, including all amendments or restatements thereof (collectively, the “Parent Organizational Documents”), and the organizational documents for each Subsidiary, have been heretofore has made available to the Company. The Parent has provided to the Company true, correct and complete copies of the minute books Constituent Documents of Parent, Buyer and Merger Sub in effect on the date of this Agreement. Each of Parent, Buyer and Merger Sub is not in violation of any provision of its Constituent Documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Merger Sub was formed solely for the purposes of engaging in the transactions contemplated by this Agreement and each SubsidiaryMerger Sub has not carried on any business or conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and such minute books contain a complete summary of all meetings and actions of the Parent’s board of directors, and each Subsidiaries board of directors, including all committees thereofmatters ancillary thereto.

Organization and Corporate Power. (a) The Parent Organization Schedule included in the Disclosure Letter contains under the heading "Before Internal Reorganization" a complete and accurate list for each Acquired Company of its name, its jurisdiction of incorporation or organization, other jurisdictions in which it is authorized to do business, and its capitalization (including the identity of each stockholder or equity holder and the number of shares or other equity interests held by each), determined as of the date hereof. The Organization Schedule included in the Disclosure Letter also contains under the heading "After Internal Reorganization" a complete and accurate list for each Acquired Company of its name, its jurisdiction of incorporation or organization, other jurisdictions in which it is authorized to do business, and its capitalization (including the identity of each stockholder or equity holder and the number of shares or other equity interests held by each), as such will exist after completion of the Internal Reorganization and as of immediately before the Closing. No Acquired Company owns or holds the right to acquire any Capital Stock in any other Person. (b) Each Acquired Company is a corporation duly organized, validly existing existing, and in good standing under the Laws laws of the State its jurisdiction of Delaware. Each Subsidiary of the Parent is duly organizedorganization, validly existing and in good standing under the Laws of the states as set forth on Section 4.01 of the Parent Disclosure Schedule. The Parent and its Subsidiaries have all requisite corporate with full organizational power and authority and all authorizations, licenses and Permits necessary to own, lease and operate its properties and to carry on conduct its business as it is now being conducted and as currently proposed to be conductedown or use the properties and assets that it purports to own or use. The Parent and its Subsidiaries are Each Acquired Company is duly qualified or authorized to do business 27 32 as a foreign organization and is in good standing in every under the laws of each state or other jurisdiction in which its either the ownership or use of property the properties owned or used by it, or the conduct of business as now conducted requires it to qualify, and all such jurisdictions are set forth on Section 4.01 nature of the Parent Disclosure Scheduleactivities conducted by it, requires such qualification, except where the failure to be so duly qualified or licensed or to be and in good standing, standing would not reasonably be expected to have, individually or in the aggregate, aggregate have a Parent Material Adverse Effect. (bc) TrueThe Existing Stockholder and the Parent is each a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of incorporation. (d) The Existing Stockholder has made available to the Purchaser correct and complete copies of the Parent Charter certificate of incorporation and bylaws of the Parentby-laws (or equivalent governing documents) for each Acquired Company, including which documents reflect all amendments or restatements thereof (collectively, made thereto at any time before the “Parent Organizational Documents”), and the organizational documents for each Subsidiary, have been heretofore made available to the Companydate hereof. The Parent has provided to the Company true, correct Correct and complete copies of the minute books containing the records of meetings of the Parent stockholders and each Subsidiaryboard of directors (or equivalent parties), the stock certificate books, and such minute the stock record books contain a complete summary of all meetings and actions of the Parent’s board Acquired Companies have been furnished to the Purchaser. No Acquired Company is in default under or in violation of directors, and each Subsidiaries board any provision of directors, including all committees thereofits certificate of incorporation or by-laws (or equivalent governing documents).

Organization and Corporate Power. (a) The Parent OpCo is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware, and is duly qualified or registered as a foreign corporation in, and is in good standing under the laws of, each jurisdiction in which it is required to be so licensed or qualified to conduct its businesses or own its properties, except where the failure to so qualify or register would not reasonably be expected to have a Material Adverse Effect on OpCo. Each Subsidiary OpCo has all requisite corporate power and authority to own its properties and conduct its business as presently conducted. OpCo is not in violation of the Parent any term of its Certificate of Incorporation or By-laws. (b) Patriot American Hospitality Operating Company, L.P. ("OpCo OP") is a limited partnership duly organized, validly existing and in good standing under the Laws laws of the states as set forth on Section 4.01 State of Delaware, has the Parent Disclosure Schedule. The Parent and its Subsidiaries have all requisite corporate partnership power and authority and all authorizations, licenses and Permits necessary to own, lease and operate own its properties and to carry on its business as it is now being conducted conducted, and as currently proposed to be conducted. The Parent and its Subsidiaries are is duly qualified or authorized to do business and is in good standing in every each jurisdiction in which its the ownership of its property or the conduct of its business as now conducted requires it to qualify, and all such jurisdictions are set forth on Section 4.01 of the Parent Disclosure Schedulequalification, except where the for jurisdictions in which such failure to be so qualified or licensed or to be in good standing, standing would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse EffectEffect on OpCo. OpCo OP is classified as a partnership for federal income tax purposes. (bc) TrueNeither OpCo nor OpCo OP is in violation of any order of any court, correct governmental authority or arbitration board or tribunal, or any law, ordinance, governmental rule or regulation to which OpCo or OpCo OP or any of their respective properties or assets is subject, where such violation would reasonably be expected to have a Material Adverse Effect on OpCo. OpCo and OpCo OP have obtained all licenses, permits and other authorizations and have taken all actions required by applicable law or governmental regulations, where the failure to obtain any such license, permit or authorization or to take any such action would reasonably be expected to have a Material Adverse Effect on OpCo. (d) True and complete copies of the Parent Charter Certificate of Incorporation and bylaws By-laws of the Parent, including all amendments or restatements thereof (collectively, the “Parent Organizational Documents”), OpCo and the organizational documents for each Subsidiary, and partnership agreements (and all amendments thereto) of OpCo OP have previously been heretofore made available delivered to the Company. The Parent has provided to the Company true, correct and complete copies of the minute books of the Parent and each Subsidiary, and such minute books contain a complete summary of all meetings and actions of the Parent’s board of directors, and each Subsidiaries board of directors, including all committees thereofCHCI.