Common use of Organization and Qualification; Company Subsidiaries Clause in Contracts

Organization and Qualification; Company Subsidiaries. The ---------------------------------------------------- Company and each of its subsidiaries (each a "Company Subsidiary" and collectively, the "Company Subsidiaries") is validly existing and in good standing under the laws of the jurisdiction of its organization, and has all requisite corporate or partnership (as applicable) power, authority and legal right to own, operate and lease its assets and properties and to conduct the businesses in which it is now engaged. The Company and each Company Subsidiary is duly qualified and in good standing to transact business as a foreign corporation or limited partnership (as applicable) in all jurisdictions wherein it is required to be so qualified, except where the failure to be so qualified would not have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary conducts business in any jurisdiction outside of the United States. The Company does not have any subsidiaries other than the Company Subsidiaries listed in Section 3.1 of the Company Disclosure Schedule. Except as set forth in Section 3.1 of the Com pany Disclosure Schedule, the Company, directly or indirectly through a wholly owned Company Subsidiary, owns of record and beneficially all of the issued and outstanding shares of capital stock of each Company Subsidiary, free and clear of all Liens. Other than the Company Subsidiaries and other than as set forth in Section 3.1 of the Company Disclosure Schedule, the Company does not own any capital stock or other proprietary interest, directly or indirectly, in any corporation, association, trust, partnership, joint venture, limited liability company or other entity nor is the Company bound by any agreement to acquire any such capital stock or other proprietary interest. Copies of the Certificate of Incorporation and By-Laws of the Company and each Company Subsidiary which is a corporation and copies of the Certificate of Limited Partnership and Agreement of Limited Partnership of each Company Subsidiary which is a limited partnership have been heretofore made available to Parent and Sub, which copies are complete and correct and include all amendments, modifications or supplements thereto.

Organization and Qualification; Company Subsidiaries. (a) The ---------------------------------------------------- Company and each of its subsidiaries (each is a "Company Subsidiary" and collectivelycorporation duly organized, the "Company Subsidiaries") is validly existing and in good standing under the laws Laws of the jurisdiction State of its organizationDelaware. OpCo is a limited liability company duly organized, and has all requisite corporate or partnership (as applicable) power, authority and legal right to own, operate and lease its assets and properties and to conduct the businesses in which it is now engaged. The Company and each Company Subsidiary is duly qualified validly existing and in good standing under the Laws of the State of Delaware. Each Company Entity has all necessary power and authority to transact (i) conduct its business in the manner in which its business is currently being conducted, (ii) own, lease and use its assets, properties and rights in the manner in which its assets, properties and rights are currently owned, leased and used and (iii) perform its obligations under all Contracts by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Each of the Company Entities is qualified or licensed to do business as a foreign corporation entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or limited partnership (as applicable) in all jurisdictions wherein it is required to be so qualifiedlicensing, except where the failure to be so qualified qualified, licensed or in good standing would not havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) The Company does not own, directly or indirectly, any capital stock of, any other equity-linked or similar interest in, any equity interest of any nature or any interest convertible into or exchangeable or exercisable for any equity-linked or similar interest in, any entity other than Manager, OpCo and the Company Subsidiaries. None of the Company Entities or the Company Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other entity. (d) Section 4.01(d) of the Company Disclosure Letter identifies each Subsidiary of OpCo (collectively, the “Company Subsidiaries” and each, a “Company Subsidiary”) and the ownership interest therein of OpCo or such other Company Subsidiary who is the direct owner thereof and indicates its jurisdiction of organization. Each Company Subsidiary is a corporation or other business entity duly incorporated or organized (as applicable), validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the Laws of its jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease or operate, as appropriate, the assets, rights and properties that it purports to own, lease and operate and to carry on its business as now conducted, and is qualified to do business in each jurisdiction where such qualification is necessary, except, in each case, where any failure thereof would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Company Subsidiary conducts business in any jurisdiction outside of the United States. The Company does not have any subsidiaries other than the Company Subsidiaries listed in Section 3.1 of the Company Disclosure Schedule. Except as set forth in Section 3.1 of the Com pany Disclosure Schedule, the Company, directly or indirectly through a wholly owned Company Subsidiary, owns of record and beneficially all of the issued and All outstanding shares of capital stock of or voting securities of, or other equity interests in, each Company Subsidiary have been duly authorized, validly issued, fully paid, nonassessable and are owned by a Company Entity or by another Company Subsidiary, free and clear of all LiensLiens other than restrictions imposed by applicable securities laws or the organizational documents of any such Company Subsidiary. (e) The Company has made available to the Parent Entities and the Merger Subs or their respective Representatives accurate and complete copies of the organizational documents of the Company Entities, including all amendments thereto, as in effect on the date of this Agreement. Other than None of the Company Entities or the Company Subsidiaries and other than as set forth is in Section 3.1 violation of any provision of its respective organizational documents, except for violations that would not, individually or in the Company Disclosure Scheduleaggregate, the Company does not own any capital stock or other proprietary interest, directly or indirectly, in any corporation, association, trust, partnership, joint venture, limited liability company or other entity nor is the Company bound by any agreement reasonably be expected to acquire any such capital stock or other proprietary interest. Copies of the Certificate of Incorporation and By-Laws of the Company and each Company Subsidiary which is have a corporation and copies of the Certificate of Limited Partnership and Agreement of Limited Partnership of each Company Subsidiary which is a limited partnership have been heretofore made available to Parent and Sub, which copies are complete and correct and include all amendments, modifications or supplements theretoMaterial Adverse Effect.

Organization and Qualification; Company Subsidiaries. (a) The ---------------------------------------------------- Company is a corporation duly incorporated and each of its subsidiaries (each a "Company Subsidiary" and collectively, the "Company Subsidiaries") is validly existing and in good standing under the laws of the jurisdiction State of its organization, Nevada and Parent is a corporation duly incorporated and validly existing in good standing under the laws of the State of Delaware. Each of the Company and Parent has all the requisite corporate power and authority to own or partnership (as applicable) power, authority and legal right to own, operate and lease its assets and properties and to conduct the businesses in which carry on its business as it is now engaged. The Company being conducted and each Company Subsidiary is duly licensed or qualified and to do business in good standing to transact each jurisdiction in which the nature of the business as a foreign corporation conducted by it or limited partnership (as applicable) in all jurisdictions wherein the character of the properties owned or leased by it is required to be so qualifiedmakes such licensing or qualification necessary, except where the failure to be so qualified would has not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) Each Subsidiary of the Company (each, a “Company Subsidiary”, and collectively, “Company Subsidiaries”) (i) is duly incorporated and validly existing under the laws of its respective jurisdiction of organization, (ii) has the requisite corporate or other business entity power and authority to own or lease its properties and to carry on its business as it is now being conducted, and (iii) is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character of the properties owned or leased by it makes such licensing or qualification necessary, in each case, except as has not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither the Company nor any Company Subsidiary conducts business in any jurisdiction outside Section 2.1(b) of the United States. The Company does not have any subsidiaries other than the Company Subsidiaries listed in Section 3.1 Parent Disclosure Letter sets forth a true and complete list of all of the Company Disclosure Schedule. Except as set forth in Section 3.1 of the Com pany Disclosure ScheduleSubsidiaries, the Company, directly state of incorporation or indirectly through a wholly owned Company Subsidiary, owns of record and beneficially all of the issued and outstanding shares of capital stock formation of each Company SubsidiarySubsidiary and, free and clear as of all Liensthe date hereof, the jurisdictions in which each Company Subsidiary is qualified or licensed to do business. Other than with respect to the Company Subsidiaries and other than as set forth in Section 3.1 of the Company Disclosure ScheduleSubsidiaries, the Company does not directly or indirectly own any capital stock equity interest in, or other proprietary interestany interest convertible into or exchangeable or exercisable for, directly or indirectlyany equity interest in, in any corporation, association, trust, partnership, joint venture, limited liability company venture or other entity nor is the Company bound by any agreement to acquire any such capital stock or other proprietary interest. Copies of the Certificate of Incorporation and By-Laws of the Company and each Company Subsidiary which is a corporation and copies of the Certificate of Limited Partnership and Agreement of Limited Partnership of each Company Subsidiary which is a limited partnership have been heretofore made available to Parent and Sub, which copies are complete and correct and include all amendments, modifications or supplements theretobusiness entity.

Organization and Qualification; Company Subsidiaries. (a) The ---------------------------------------------------- Company and each of its subsidiaries (each is a "Company Subsidiary" and collectivelycorporation duly organized, the "Company Subsidiaries") is validly existing and in good standing under the laws Laws of the jurisdiction State of its organization, Delaware and has all the requisite corporate or partnership (as applicable) power, power and authority and legal right to own, lease and operate all of its properties and lease its assets and properties and to conduct the businesses in which carry on its business as it is now engagedbeing conducted. The Company and each Company Subsidiary is duly qualified and in good standing to transact business or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or limited partnership (as applicable) in all jurisdictions wherein operated by it is required to be so qualifiedor the nature of its business makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and in good standing would not have, individually or in the aggregate, a Material Adverse Effect. (b) Section 3.1(b) of the Disclosure Schedule contains a complete and accurate list of the name and jurisdiction of organization of each subsidiary of the Company (each a “Company Subsidiary”). Each Company Subsidiary is duly organized, validly existing and, to the extent applicable, in good standing under the Laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to be so duly organized, validly existing, in good standing or have such power and authority would not have, individually or in the aggregate, a Material Adverse Effect. Neither There are no outstanding contractual obligations of the Company nor or any Company Subsidiary conducts business in to Table of Contents repurchase, redeem or otherwise acquire any jurisdiction outside of the United StatesCompany Subsidiary Securities. The Company does not have any subsidiaries other than the Company Subsidiaries listed in Section 3.1 of the Company Disclosure Schedule. Except as set forth in Section 3.1 of the Com pany Disclosure Schedule, the Company, directly or indirectly through a wholly owned Company Subsidiary, owns of record and beneficially all of the issued and Each outstanding shares share of capital stock of each Company SubsidiarySubsidiary is duly authorized, validly issued, fully paid and nonassessable and was issued free and clear of all Liens. Other than any preemptive rights. (c) Except for the Company Subsidiaries and other than as set forth in Section 3.1 of the Company Disclosure ScheduleGDX KK, the Company does not directly or indirectly own any capital stock equity or other proprietary interestsimilar interest in, directly or indirectlyany interest convertible into or exchangeable or exercisable for any equity or similar interest in, in any corporation, association, trust, partnership, joint venture, limited liability company venture or other entity nor is business association or entity; provided, however, that the Company bound by any agreement to acquire any such capital stock has passive investments in mutual funds or other proprietary interest. Copies of similar passive investments solely for money management purposes in the Certificate of Incorporation and By-Laws of the Company and each Company Subsidiary which is a corporation and copies of the Certificate of Limited Partnership and Agreement of Limited Partnership of each Company Subsidiary which is a limited partnership have been heretofore made available to Parent and Sub, which copies are complete and correct and include all amendments, modifications or supplements theretoordinary course.

Organization and Qualification; Company Subsidiaries. The ---------------------------------------------------- (a) Each of the Company and each Company Subsidiary is duly organized and validly existing under the Laws of its subsidiaries (each a "Company Subsidiary" and collectively, the "Company Subsidiaries") is validly existing and in good standing under the laws of the jurisdiction of its organization, organization and has all requisite corporate or partnership other entity power and authority to carry on its business as presently conducted, except (other than with respect to the Company’s due organization and valid existence) as applicable) powerwould not, authority and legal right to ownindividually or in the aggregate, operate and lease its assets and properties and to conduct have a Material Adverse Effect. Each of the businesses in which it is now engaged. The Company and each Company Subsidiary is duly qualified or licensed to do business and is in good standing to transact business as a foreign corporation or limited partnership (as applicablewhere such concept is recognized under applicable Law) in all jurisdictions wherein it is required to be so qualifiedeach jurisdiction where the nature of its business or the ownership, except leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified qualified, licensed or in good standing would not havenot, individually or in the aggregate, have a Company Material Adverse Effect. Neither True and complete copies of (i) the Company nor any Charter and (ii) the Company Subsidiary conducts business By-laws, in any jurisdiction outside each case as in effect on the date of this Agreement, are included in the United StatesSEC Documents. The Company does is not have in violation of any subsidiaries other than provisions of the Company Subsidiaries listed Charter or the Company By-laws, except for violations that would not, individually or in the aggregate, have a Material Adverse Effect or prevent the consummation of the Merger. (b) Section 3.1 4.01(b) of the Company Disclosure Schedule. Except Schedule sets forth, as set forth in Section 3.1 of the Com pany Disclosure Scheduledate of this Agreement, a true and complete list of all the Subsidiaries of the Company (each Subsidiary of the Company, directly or indirectly through a wholly owned “Company Subsidiary”), owns the jurisdiction of record organization thereof and beneficially all the ownership interest of the issued and outstanding shares of capital stock of Company in each Company Subsidiary, free and clear of all Liens. Other than the Company Subsidiaries and other than as set forth Except for its interests in Section 3.1 of the Company Disclosure Scheduleits Subsidiaries, the Company does not own any capital stock or other proprietary interestown, directly or indirectly, in any capital stock of, or other equity or similar interests in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, association, trust, partnership, joint venture, limited liability company association or other entity nor entity. Each certificate of incorporation and by-laws (or equivalent organizational documents) of each material Company Subsidiary is the Company bound by any agreement to acquire any such capital stock or other proprietary interestin full force and effect. Copies of the Certificate of Incorporation and By-Laws None of the Company and each Company Subsidiary which Subsidiaries is a corporation and copies in violation of any of the Certificate provisions of Limited Partnership and Agreement its certificate of Limited Partnership incorporation or by-laws (or equivalent organizational documents), except for violations that would not, individually or in the aggregate, have a Material Adverse Effect or prevent the consummation of each Company Subsidiary which is a limited partnership have been heretofore made available to Parent and Sub, which copies are complete and correct and include all amendments, modifications or supplements theretothe Merger.

Organization and Qualification; Company Subsidiaries. (a) The ---------------------------------------------------- Company and each of its subsidiaries (each is a "Company Subsidiary" and collectivelycorporation duly continued, the "Company Subsidiaries") is validly existing and in good standing under the laws Laws of Canada and has not been discontinued or dissolved under such Laws. Each of the Company’s direct or indirect Subsidiaries (each a “Company Subsidiary” and collectively, the “Company Subsidiaries”) is a corporation or other organization duly organized, continued or incorporated, as applicable, validly existing and in good standing under the Laws of the jurisdiction of its organizationincorporation, continuance or organization and has all not been discontinued or dissolved under such Laws. The Company and each Company Subsidiary has the requisite corporate or partnership (as applicable) power, other organizational power and authority and legal right all necessary governmental approvals to own, lease and operate and lease its assets and properties and to conduct the businesses in which carry on its business as it has been and is now engagedbeing conducted. (b) A true and complete list of the Company and each Company Subsidiary, together with each of the Company’s and the Company Subsidiaries’ applicable (i) legal form, jurisdiction of organization, continuance, formation or incorporation, (ii) registered seat or registered office, (iii) registration details, (iv) business address, (v) share capital and (vi) the percentage of the outstanding equity interests owned by the Company and each other Company Subsidiary is set forth in Section 4.01(b) of the Company Disclosure Schedule. Other than as disclosed in Section 4.01(b) of the Company Disclosure Schedule, the Company and the Company Subsidiaries do not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any other corporation, partnership, joint venture or business association or other entity. The Company and each Company Subsidiary is duly qualified or licensed to do business, and is in good standing to transact standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business as a foreign corporation makes such qualification or limited partnership (as applicable) in all jurisdictions wherein it is required to be so qualified, licensing necessary except where the failure to be do so qualified would not have, individually or in the aggregate, have a Company Material Adverse Effect. Neither There are no pending applications for registration (and no resolutions or other actions requiring such registration) in the commercial register in any such jurisdiction or with any other competent authority in respect of the Company nor or any Company Subsidiary conducts business in any jurisdiction outside that has not yet been registered. (c) Except as contemplated by this Agreement, no steps or proceedings have been taken to authorize or require the discontinuance or dissolution or, to the knowledge of the United States. The Company does not have any subsidiaries other than Company, the Company Subsidiaries listed in Section 3.1 bankruptcy, insolvency, liquidation or winding up of the Company Disclosure Schedule. Except as set forth in Section 3.1 of the Com pany Disclosure Schedule, the Company, directly or indirectly through a wholly owned any Company Subsidiary, owns of record and beneficially all of the issued and outstanding shares of capital stock of each Company Subsidiary, free and clear of all Liens. Other than the Company Subsidiaries and other than as set forth in Section 3.1 of the Company Disclosure Schedule, the Company does not own any capital stock or other proprietary interest, directly or indirectly, in any corporation, association, trust, partnership, joint venture, limited liability company or other entity nor is the Company bound by any agreement to acquire any such capital stock or other proprietary interest. Copies of the Certificate of Incorporation and By-Laws of the . (d) The Company and each Company Subsidiary which is a corporation has submitted all material notices or returns of corporate information and copies of the Certificate of Limited Partnership and Agreement of Limited Partnership of each Company Subsidiary which is a limited partnership have been heretofore made available other filings required by Law to Parent and Sub, which copies are complete and correct and include all amendments, modifications or supplements theretobe submitted by it to any Governmental Authority.

Organization and Qualification; Company Subsidiaries. (a) The ---------------------------------------------------- Company and each of its subsidiaries (each a "Company Subsidiary" and collectivelyis duly organized, the "Company Subsidiaries") is validly existing and in good standing under the laws Laws of the its jurisdiction of its organization, organization and has all requisite corporate or partnership other entity power and authority to carry on its business as presently conducted. Each Company Subsidiary is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite corporate or other entity power and authority to carry on its business as presently conducted, except (other than with respect due organization and valid existence) as applicable) powerwould not, authority and legal right to ownindividually or in the aggregate, operate and lease its assets and properties and to conduct have a Material Adverse Effect. Each of the businesses in which it is now engaged. The Company and each Company Subsidiary is duly qualified or licensed to do business and is in good standing to transact business as a foreign corporation or limited partnership (as applicablewhere such concept is recognized under applicable Law) in all jurisdictions wherein it is required to be so qualifiedeach other jurisdiction where the nature of its business or the ownership, except leasing or operation of its properties makes such qualification or licensing necessary, other than where the failure to be so qualified qualified, licensed or in good standing would not havenot, individually or in the aggregate, have a Company Material Adverse Effect. Neither True and complete copies of (i) the Company nor any Charter and (ii) the Company Subsidiary conducts business By-laws, in any jurisdiction outside each case as in effect on the date of this Agreement, are included in the United StatesSEC Documents. The Company does is not in violation of any provisions of the Company Charter or the Company By-laws, except for violations that would not have any subsidiaries other than a Material Adverse Effect or prevent the Company Subsidiaries listed in consummation of the Merger. (b) Section 3.1 4.01(b) of the Company Disclosure Schedule. Except Schedule sets forth, as set forth in Section 3.1 of the Com pany Disclosure Scheduledate of this Agreement, a true and complete list of all the Subsidiaries of the Company (each Subsidiary of the Company, directly or indirectly through a wholly owned “Company Subsidiary”), owns the jurisdiction of record organization thereof and beneficially all the ownership interest of the issued and outstanding shares of capital stock of Company in each Company Subsidiary, free and clear of all Liens. Other than Except for its interests in the Company Subsidiaries and other than as set forth disclosed in Section 3.1 4.01(b) of the Company Disclosure Schedule, the Company does not own any capital stock or other proprietary interestown, directly or indirectly, in any capital stock of, or other equity or similar interests in, or any interest convertible into or exchangeable or exercisable for, or measured by reference to, any equity or similar interest in, any corporation, association, trust, partnership, joint venture, limited liability company association or other entity nor is the entity. The Company bound by any agreement to acquire any such capital stock or other proprietary interest. Copies of the Certificate of Incorporation and By-Laws of the Company and each Company Subsidiary which is a corporation and copies of the Certificate of Limited Partnership and Agreement of Limited Partnership of each Company Subsidiary which is a limited partnership have been heretofore has made available to Parent a true and Subcomplete copy of the certificate of incorporation and by-laws (or equivalent organizational documents) of each material Company Subsidiary, which copies are complete each as in effect as of the date of this Agreement. Each such certificate of incorporation and correct by-laws (or equivalent organizational documents) is in full force and include all amendmentseffect. None of the Company Subsidiaries is in violation of any of the provisions of its certificate of incorporation and by-laws (or equivalent organizational documents), modifications except for violations that would not have a Material Adverse Effect or supplements theretoprevent the consummation of the Merger.

Organization and Qualification; Company Subsidiaries. (a) The ---------------------------------------------------- Company and each of its subsidiaries (each is a "Company Subsidiary" and collectivelycorporation duly organized, the "Company Subsidiaries") is validly existing and in good standing under the laws of the jurisdiction State of its organization, Nevada and has all the requisite corporate or partnership (as applicable) power, power and authority and legal right to own, lease and operate all of its properties and lease its assets and properties and to conduct the businesses in which carry on its business as it is now engagedbeing conducted. The Company and each Company Subsidiary is duly qualified and in good standing to transact business or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or limited partnership (as applicable) in all jurisdictions wherein operated by it is required to be so qualifiedor the nature of its business makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and in good standing would not have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary conducts business in any jurisdiction outside . (b) Section 3.1(b) of the United States. The Company does not have any subsidiaries other than Disclosure Schedule contains a complete and accurate list of the Company Subsidiaries listed in Section 3.1 name, jurisdiction of organization, function (e.g., sales, manufacturing, administrative, etc.), executive officers and members of the board of directors or similar body of each subsidiary of the Company Disclosure Schedule. Except as set forth in Section 3.1 of the Com pany Disclosure Schedule, the Company, directly or indirectly through date of this Agreement (each a wholly owned “Company Subsidiary”). Each Company Subsidiary is duly organized, owns validly existing and, to the extent applicable, in good standing under the laws of record the jurisdiction of its organization and beneficially has the requisite power and authority to own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted, except where the issued failure to be so duly organized, validly existing, in good standing or have such power and outstanding shares of capital stock of each Company Subsidiaryauthority would not have, free and clear of all Liens. Other than individually or in the aggregate, a Material Adverse Effect. (c) Except for the Company Subsidiaries and other than as set forth in Section 3.1 of the Company Disclosure ScheduleSubsidiaries, the Company does not directly or indirectly own any capital stock equity or other proprietary interestsimilar interest in, directly or indirectlyany interest convertible into or exchangeable or exercisable for any equity or similar interest in, in any corporation, association, trust, partnership, joint venture, limited liability company venture or other entity nor is the Company bound by any agreement to acquire any such capital stock business association or other proprietary interest. Copies of the Certificate of Incorporation and By-Laws of the Company and each Company Subsidiary which is a corporation and copies of the Certificate of Limited Partnership and Agreement of Limited Partnership of each Company Subsidiary which is a limited partnership have been heretofore made available to Parent and Sub, which copies are complete and correct and include all amendments, modifications or supplements theretoentity.

Organization and Qualification; Company Subsidiaries. (a) The ---------------------------------------------------- Company is a corporation duly organized and each validly existing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to own, lease and operate all of its subsidiaries properties and assets and to carry on its business as it is now being conducted, except where the failure to do so, individually or in the aggregate, would not have, or would not be reasonably likely to have, a Material Adverse Effect. The Company is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and in good standing, individually or in the aggregate, would not have, or would not be reasonably likely to have, a Material Adverse Effect. (b) Section 3.1(b) of the Disclosure Schedule contains a complete and accurate list as of the date of this Agreement of the name, and jurisdiction of organization of each subsidiary of the Company (each a "“Company Subsidiary" ”) as well as the ownership interest, whether direct or indirect, of the Company in each such Company Subsidiary and collectivelythe ownership interest of any other third party in each Company Subsidiary. Each Company Subsidiary is duly organized, the "Company Subsidiaries") is validly existing and and, to the extent applicable, in good standing under the laws of the jurisdiction of its organization, organization and has all the requisite corporate or partnership (as applicable) power, power and authority and legal right to own, lease and operate all of its properties and lease its assets and properties and to conduct the businesses in which carry on its business as it is now engaged. The Company and each Company Subsidiary is duly qualified and in good standing to transact business as a foreign corporation or limited partnership (as applicable) in all jurisdictions wherein it is required to be so qualifiedbeing conducted, except where the failure to be so qualified would not haveduly organized, validly existing or in good standing or to have such requisite power and authority, individually or in the aggregate, would not have, or would not be reasonably likely to have, a Company Material Adverse Effect. Neither . (c) Except for the Company nor any Company Subsidiary conducts business in any jurisdiction outside of the United States. The Company does not have any subsidiaries other than the Company Subsidiaries listed in Section 3.1 of the Company Disclosure Schedule. Except as set forth in Section 3.1 of the Com pany Disclosure Schedule, the Company, directly or indirectly through a wholly owned Company Subsidiary, owns of record and beneficially all of the issued and outstanding shares of capital stock of each Company Subsidiary, free and clear of all Liens. Other than the Company Subsidiaries and other than as set forth in Section 3.1 of the Company Disclosure ScheduleSubsidiaries, the Company does not directly or indirectly own any capital stock equity or other proprietary interestsimilar interest in, directly or indirectlyany interest convertible into or exchangeable or exercisable for any equity or similar interest in, in any corporation, association, trust, partnership, joint venture, limited liability company venture or other entity nor is the Company bound by any agreement to acquire any such capital stock business association or other proprietary interestentity. Copies of the Certificate of Incorporation and By-Laws There are no outstanding contractual obligations of the Company and each Company Subsidiary which is to make any investment (in the form of a corporation and copies of the Certificate of Limited Partnership and Agreement of Limited Partnership of each Company Subsidiary which is a limited partnership have been heretofore made available to Parent and Subloan, which copies are complete and correct and include all amendments, modifications capital contribution or supplements theretootherwise) in any such person.

Organization and Qualification; Company Subsidiaries. (a) The ---------------------------------------------------- Company is a corporation duly organized and each validly existing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to own, lease and operate all of its subsidiaries properties and assets and to carry on its business as it is now being conducted, except where such failure, individually or in the aggregate, has not had, and would not be reasonably expected to have, a Material Adverse Effect. The Company is duly qualified and/or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties and assets owned, leased or operated by it or the nature of its business makes such qualification, licensing or good standing necessary, except where the failure to be so duly qualified, licensed or in good standing, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect. (b) Section 4.1(b) of the Disclosure Schedule contains a complete and accurate list as of the date of this Agreement of the name and jurisdiction of organization of each subsidiary of the Company (each a "“Company Subsidiary" and collectively”). Each Company Subsidiary is duly organized, the "Company Subsidiaries") is validly existing and and, to the extent applicable, in good standing under the laws of the jurisdiction of its organization, has the requisite power and has all requisite corporate or partnership (as applicable) power, authority and legal right to own, lease and operate all of its properties and lease its assets and properties and to conduct the businesses in which carry on its business as it is now engaged. The Company being conducted and each Company Subsidiary is duly qualified and in good standing to transact business and/or licensed as a foreign corporation to do business in each jurisdiction where the character of the properties and assets owned, leased or limited partnership (operated by it or the nature of its business as applicable) in all jurisdictions wherein it is required to be so qualifiednow being conducted makes such qualification and/or licensing necessary, except where the failure to be so qualified would not haveduly qualified, licensed or in good standing, individually or in the aggregate, has not had, and would not be reasonably expected to have, a Company Material Adverse Effect. Neither There are no agreements requiring the Company nor or any Company Subsidiary conducts business in to make contributions to the capital of, or lend or advance funds to, any jurisdiction outside of the United States. The Company does not have any subsidiaries other than the Company Subsidiaries listed in Section 3.1 of the Company Disclosure Schedule. Subsidiary. (c) Except as set forth in on Section 3.1 4.1(a) of the Com pany Disclosure Schedule, the Company, directly or indirectly through a wholly owned Company Subsidiary, owns of record and beneficially all of the issued and outstanding shares of capital stock of each Company Subsidiary, free and clear of all Liens. Other than the Company Subsidiaries and other than as set forth in Section 3.1 of the Company Disclosure Schedule, the Company does not directly or indirectly own any capital stock equity or other proprietary interestsimilar interest in, directly or indirectlyany interest convertible into or exchangeable or exercisable for any equity or similar interest in, in any corporation, association, trust, partnership, joint venture, limited liability company venture or other entity nor is the Company bound by any agreement to acquire any such capital stock business association or other proprietary interest. Copies of the Certificate of Incorporation and By-Laws of the Company and each Company Subsidiary which is a corporation and copies of the Certificate of Limited Partnership and Agreement of Limited Partnership of each Company Subsidiary which is a limited partnership have been heretofore made available to Parent and Sub, which copies are complete and correct and include all amendments, modifications or supplements theretoentity.

Organization and Qualification; Company Subsidiaries. (a) The ---------------------------------------------------- Company and each of its subsidiaries (each is a "Company Subsidiary" and collectivelycorporation duly organized, the "Company Subsidiaries") is validly existing and in good standing under the laws Laws of the jurisdiction State of its organization, Delaware and has all the requisite corporate or partnership (as applicable) power, power and authority and legal right to own, lease and operate all of its properties and lease its assets and properties and to conduct the businesses in which carry on its business as it is now engagedbeing conducted. The Company and each Company Subsidiary is duly qualified and in good standing to transact business or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or limited partnership (as applicable) in all jurisdictions wherein operated by it is required to be so qualifiedor the nature of its business makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and in good standing would not have, individually or in the aggregate, a Material Adverse Effect. (b) Section 3.1(b) of the Disclosure Schedule contains a complete and accurate list of the name and jurisdiction of organization of each subsidiary of the Company (each a “Company Subsidiary”). Each Company Subsidiary is duly organized, validly existing and, to the extent applicable, in good standing under the Laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to be so duly organized, validly existing, in good standing or have such power and authority would not have, individually or in the aggregate, a Material Adverse Effect. Neither There are no outstanding contractual obligations of the Company nor or any Company Subsidiary conducts business in to repurchase, redeem or otherwise acquire any jurisdiction outside of the United StatesCompany Subsidiary Securities. The Company does not have any subsidiaries other than the Company Subsidiaries listed in Section 3.1 of the Company Disclosure Schedule. Except as set forth in Section 3.1 of the Com pany Disclosure Schedule, the Company, directly or indirectly through a wholly owned Company Subsidiary, owns of record and beneficially all of the issued and Each outstanding shares share of capital stock of each Company SubsidiarySubsidiary is duly authorized, validly issued, fully paid and nonassessable and was issued free and clear of all Liens. Other than any preemptive rights. (c) Except for the Company Subsidiaries and other than as set forth in Section 3.1 of the Company Disclosure ScheduleGDX KK, the Company does not directly or indirectly own any capital stock equity or other proprietary interestsimilar interest in, directly or indirectlyany interest convertible into or exchangeable or exercisable for any equity or similar interest in, in any corporation, association, trust, partnership, joint venture, limited liability company venture or other entity nor is business association or entity; provided, however, that the Company bound by any agreement to acquire any such capital stock has passive investments in mutual funds or other proprietary interest. Copies of similar passive investments solely for money management purposes in the Certificate of Incorporation and By-Laws of the Company and each Company Subsidiary which is a corporation and copies of the Certificate of Limited Partnership and Agreement of Limited Partnership of each Company Subsidiary which is a limited partnership have been heretofore made available to Parent and Sub, which copies are complete and correct and include all amendments, modifications or supplements theretoordinary course.

Organization and Qualification; Company Subsidiaries. The ---------------------------------------------------- (a) Each of the Company and each Company Subsidiary is a corporation, limited liability company or other legal entity duly organized and validly existing under the Laws of its subsidiaries (each a "Company Subsidiary" and collectively, the "Company Subsidiaries") is validly existing and in good standing under the laws of the jurisdiction of its organization, organization and has all requisite corporate or partnership other entity power and authority to carry on its business as presently conducted, except (other than with respect to the Company’s due organization and valid existence) as applicable) powerwould not, authority and legal right to ownindividually or in the aggregate, operate and lease its assets and properties and to conduct have a Company Material Adverse Effect. Each of the businesses in which it is now engaged. The Company and each Company Subsidiary is duly qualified or licensed as a foreign legal entity to do business, and is in good standing (where such concept is recognized under applicable Law), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing to transact business as a foreign corporation or limited partnership (as applicable) in all jurisdictions wherein it is required to be so qualified, except where the failure to be so qualified that would not havenot, individually or in the aggregate, have a Company Material Adverse Effect. Neither True and complete copies of the Company nor any Company Subsidiary conducts business in any jurisdiction outside of the United States. The Company does not have any subsidiaries other than Charter and the Company Subsidiaries listed Bylaws, in each case as in effect on the date of this Agreement, are included in the SEC Documents. (b) Section 3.1 3.01(b) of the Company Disclosure Schedule. Except as set Schedule sets forth in Section 3.1 a true and complete list of all the Subsidiaries of the Com pany Disclosure Schedule, Company (each Subsidiary of the Company, directly or indirectly through a wholly owned “Company Subsidiary”), owns together with the jurisdiction of record and beneficially all of the issued and outstanding shares of capital stock organization of each Company Subsidiary, free the names of the directors and clear officers of all Liens. Other than each Company Subsidiary, and the percentage of the outstanding share capital or other equity interests of each Company Subsidiary owned by the Company Subsidiaries and each other than as set forth Company Subsidiary. Except for its interests in Section 3.1 of the Company Disclosure ScheduleSubsidiaries, the Company does not directly or indirectly own any capital stock equity or other proprietary interestsimilar interest in, directly or indirectlyany interest convertible into or exchangeable or exercisable for any equity or similar interest in, in any corporation, association, trust, partnership, joint venture, limited liability company or other entity nor is the business association or entity. The Company bound by any agreement to acquire any such capital stock or other proprietary interest. Copies of the Certificate of Incorporation and By-Laws of the Company and each Company Subsidiary which is a corporation and copies of the Certificate of Limited Partnership and Agreement of Limited Partnership of each Company Subsidiary which is a limited partnership have been heretofore has made available to Parent a true and Subcomplete copy of the certificate of incorporation and bylaws (or equivalent organizational documents) of each Company Subsidiary, which copies are complete each as in effect as of the date of this Agreement. Each such certificate of incorporation and correct bylaws (or equivalent organizational documents) is in full force and include all amendmentseffect. None of the Company Subsidiaries is in violation of any of the provisions of its certificate of incorporation or bylaws (or equivalent organizational documents), modifications except for violations that would not, individually or supplements theretoin the aggregate, have a Company Material Adverse Effect or prevent the consummation of the Merger.